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Announcement

25-02-2009  

Announcement of UNIPETROL, a.a. on the payment of consideration to shareholders of PARAMO, a.s.

UNIPETROL, a.s., with its registered office at Na Pankráci 127, Post Code 140 00, Prague 4, ID No: 61672190, entered in the Commercial Registry maintain by the Municipal Court in Prague, section B, insert no. 3020 ("Unipetrol"), as the main shareholder of PARAMO, a.s, with its registered office at Přerovská 560, Post Code 530 06, Pardubice, ID No.: 48173355, entered in the Commercial Registry maintain by the Regional Court in Hradec Králové, section B, insert no. 992 ("Paramo"), in the meaning of Section 183i(1) of the Commercial Code, hereby announces, in connection with the resolution of the  Extraordinary General Meeting of Paramo of 6 January 2009 on the transfer of all other Paramo shares, i.e. shares not held by Unipetrol ("Shares"), to Unipetrol, that it shall render consideration to entitled parties, as stipulated below:

1.  Entitled party

An entitled party ("Entitled Party"), which is entitled to the payment of consideration for the transfer to Unipetrol of the title to the Shares ("Transfer"), is the owner of Shares as at the moment of the Transfer; however, if the establishment of a lien to the Shares is proven, the entitled party shall be the secured creditor; this shall not apply if the party holding the Shares at the moment of the Transfer proves that the lien had expired prior to the Transfer.

2.  Amount of consideration and interest

Unipetrol shall pay the Entitled Party a consideration of CZK 977 per one (1) Share (" Consideration") together with an interest of 5 % p.a., determined pursuant to Section 183m(2) of the Commercial Code for the period from the Transfer until the entry of Unipetrol's title to the Shares on the asset account in the relevant securities register ("Interest").

3. Period for the payment of the Consideration and Interest

The Consideration and Interest shall be paid to the Entitled Party within a period of three months commencing 12 March 2009 ("Payment Commencement Date") and ending 12 June 2009 ("Period").

4.  Manner of paying the Consideration and Interest

The payment of the Consideration and Interest shall be executed by Patria Finance, a.s., with its registered office at Jungmannova 745/24, Post Code 110 00, Prague 1, ID No: 60197226, entered in the Commercial Registry maintain by the Municipal Court in Prague, section B, insert no. 2583, as a securities dealer in the meaning of Section 183i(5) of the Commercial Code, via Česká spořitelna, a.s., with its registered office at Olbrachtova 1929/62, Post Code 140 00, Prague 4, ID No: 45244782, entered in the Commercial Registry maintain by the Municipal Court in Prague, section B, insert no. 1171 ("Česká spořitelna"), as follows:

a) Cash payment

The Consideration and Interest shall be paid to the Entitled Party on the Payment Commencement Date and any subsequent business day of the Period in the form of a cash payment at any Česká spořitelna branch during branch opening hours. If an Entitled Party exercises its right to a cash payment of the Consideration and Interest in relation to more than 102 Shares, it is obliged to notify this fact, including the cash payment date, personally or via its authorised representative to the Česká spořitelna branch at which the payment shall be requested at least one business day before the date of such a payment, with the first possible date for such a notification being 11 March 2009.

The Consideration and Interest shall be paid to the Entitled Party in cash upon the presentation of the following documents:
(i)  upon the presentation of a valid proof of ID (in the case of the Entitled Party being a natural person)
(ii) upon the presentation of an extract from the Commercial Registry or another corresponding registry not more than three months old, or its officially verified copy (an officially verified translation into the Czech language must also be presented should such an extract not be compiled in the Czech or Slovak language) and a valid proof of ID of the person(s) authorised to act on behalf of this legal entity, on the condition that this authorisation must ensue from the above-mentioned extract (in the case of the Entitled Party being a legal entity)
(iii) upon the presentation of a power of attorney with the Entitled Party's officially verified signature (also the presentation of an extract pursuant to paragraph (ii) proving the authority to sign the power of attorney in the name of the Entitled Party, if the Entitled Party is a legal entity) and a valid proof of ID of the authorised representative (in the case of the Entitled Party being represented by a natural person under a power of attorney), and
(iv) upon the presentation of a power of attorney with the Entitled Party's officially verified signature (also the presentation of an extract pursuant to paragraph (ii) proving the authority to sign the power of attorney in the name of the Entitled Party, if the Entitled Party is a legal entity) and a valid proof of ID of the authorised representative (in the case of the Entitled Party being represented by a legal entity under a power of attorney), and an extract from the Commercial Registry or another corresponding registry not more than three months old, or its officially verified copy (an officially verified translation into the Czech language must also be presented should such an extract not be compiled in the Czech or Slovak language) and a valid proof of ID of the person(s) authorised to act on behalf of this legal entity, on the condition that this authorisation must ensue from the above-mentioned extract.

b) Non-cash transfer

If the Entitled Party does not exercise its right to a cash payment of the Consideration and Interest pursuant to point 4.a) above, and instead demand a non-cash transfer of the Consideration and Interest to the account kept at a financial institution, it may do so either in person or via its authorised representative at any Česká spořitelna branch, on the condition that it must present the same documents as in the case of a cash payment [see point 4.a) above], or on the basis of a written application served to the address of Česká spořitelna, a.s.'s Prague headquarters, Department 2028, Evropská 2690/17, Post Code 160 00 Prague 6 ("Application"). In the case of the Entitled Party having its permanent residence or registered office in the Czech Republic, such an account must always be kept at a financial institution in the Czech Republic.

The Application must meet the following requirements:

  • The Application must stipulate the number and name of the account to which the Consideration and Interest is to be transferred, including the variable and (if applicable) specific symbol, the name, code and address of the financial institution at which the account is kept and, in the case of an account kept at a financial institution outside of the Czech Republic, also the IBAN and bank identifier code (BIC) of the financial institution,
  • The Application must be compiled in the Czech language or submitted together with an officially verified translation into the Czech language with an officially verified signature of the Entitled Party, and
  • attached to the Application must be the same documents as in the case of a cash payment (see point 4.a) above), with the exception of the relevant proofs of ID.

For the purposes of this notification it shall hereby apply that, if so required by Czech law, a higher-level verification shall be required in the event of an authority of a foreign state verifying signatures and copies of documents and in the case of an authority of a foreign state issuing documents.

Board of Directors of UNIPETROL, a.s.

 

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