The Board of Directors of
UNIPETROL, a.s.
with its registered office at Prague 1, Klimentská 10, Postal Code: 110 05,
registered in the Commercial Registry maintained with the Municipal Court in Prague
section B, insert 3020
Company ID Number: 61672190
(hereinafter the " Company "),
hereby pursuant to Art. 180(5) of the Commercial Code, as amended, in conjunction with Art. 10(12) and Art. 32(3) of Articles of Association of the Company
p u b l i c i z e s a c o u n t e r - p r o p o s a l o f s h a r e h o l d e r
Polski Koncern Naftowy ORLEN Spółka Akcyjna (PKN ORLEN S.A.), with its registered office at ul. Chemików 7, 09-411, Płock, Poland, registered in the Commercial Register of the National Court Register maintained by Municipal Court in Warsaw, 14th business department, under No. KRS 0000028860,
to the proposal of the Board of Directors of the Company in respect of point 11 (amendment to Articles of Association of the company) of the agenda of annual General Meeting of the Company, convened by the Board of Directors of Unipetrol on 26 June 2008 at 9.00 AM to the great chamber of Žofín palace at the address Prague – Staré Město, Slovanský ostrov 226, Postal Code: 110 00.
PKN ORLEN S.A., the shareholder of the Company, proposes to the General Meeting to adopt a following resolution regarding the amendment to Articles of Association effective from 27 June 2008:
- The present wording of Article 2 (2) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „The registered office of the company is Prague."
- The present wording of Article 16 (5) (c) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „granting of a loan or other financial indebtedness by the company to the third party or a receipt of the loan or other financial indebtedness by the company from the third party, which exceed in each particular case the amount of CZK 300,000,000;"
- The present wording of Article 18 (10) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „The member of the Board of Directors is obliged to ask the Supervisory Board for its prior affirmative standpoint to the performance of a position of statutory body or other body or a member of statutory body or other body of another entity. The member of the Board of Directors may consent to his appointment into the position of the statutory body or other body or a member of the statutory body or other body of another entity and may perform the position of the statutory body or other body or a member of the statutory body or other body of another entity only after he/she receives a prior affirmative standpoint of the Supervisory Board to the appointment to and the performance of the such position. For the avoidance of doubt, the provision of clause 7 letter d) of this article is not affected hereby. The member of the Board of Directors is obliged to abstain from voting on the matters in which is threatening or existing conflict of interest on his part and without undue delay inform on such conflict of interest other members of the Board of Directors of the company. The right of the member of the Board of Directors with respect of which is threatening or pending the conflict of interest to participate in the discussion on the matters within the meaning of the preceding sentence is not affected hereby."
- The present wording of Article 19 (9) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „The Board of Directors may adopt the resolution outside the meeting via a written voting or a voting through the telecommunication means, i.e., through the teleconference, videoconference, communication via fax or e-mail (the "per rollam voting"). The resolution outside the meeting through the per rollam voting may be adopted in a case if such voting is pre-approved by all members of the Board of Directors. The members of the Board of Directors must be informed in advance of the proposal of the wording of the resolution which is submitted for the approval through the per rollam voting. The resolution is approved through the per rollam voting if the majority of all members of the Board of Directors votes for this resolution unless the act or this Articles of Association requests the qualified majority vote. The report on the per rollam voting must be attached to the minutes from the next meeting of the Board of Directors of the company. The detailed rules on the per rollam voting are set forth in the Rules of Procedure of the Board of Directors of Unipetrol."
- At the end of the present provision of Section 20 (5) of the Articles of Association a new provision with the following wording shall be inserted: "As per request of the member of the Board of Directors, the Supervisory Board grants its prior affirmative standpoint pursuant to Section 18 (10) of this Articles of Association."
- The present wording of Article 21 (1) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: "The supervisory board has nine members, who are elected and discharged by the general assembly. If on the first day of the accounting period during which the general assembly that elects members of the supervisory board takes place, the company has more than fifty employees in employment for a working period exceeding half of the weekly working period determined by special legislation, six members of the supervisory board out of nine are elected and discharged by the general assembly, and three members of the supervisory board are elected by company employees.
- New Clause 7 with the following wording shall be inserted after Clause 6 of Article 21: „The member of the Supervisory Board is obliged to abstain from voting on the matters in case of which there is threatening of pending conflict of interest on his part and is obliged to notify on such conflict of interest the other members of the Supervisory Board of the company. The right of the member of the Supervisory Board in case of which there is threatening or pending conflict of interest to participate in discussion on the matters within the meaning of the preceding sentence is not affected hereby."
- The proposed wording of Article 22 (4) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „The Supervisory Board may adopt the resolution outside the meeting via a written voting or a voting through the telecommunication means, i.e., through the teleconference, videoconference, communication via fax or e-mail (the "per rollam voting"). The resolution outside the meeting through the per rollam voting may be adopted in a case if such voting is pre-approved by all members of the Supervisory Board. The members of the Board of Directors must be informed in advance of the proposal of the wording of the resolution which is submitted for the approval through the per rollam voting. The request for the approval of the per rollam voting must contain the proposal of all resolutions of the Supervisory Board which should be approved by the per rollam voting. The resolution is approved through the per rollam voting if the majority of all members of the Supervisory Board votes for this resolution unless the act or this Articles of Association requests the qualified majority vote. The report on the per rollam voting must be attached to the minutes from the next meeting of the Supervisory Board of the company. The detailed rules on the per rollam voting are set forth in the Rules of Procedure of the Supervisory Board of Unipetrol."
- The present wording of Article 23 (2) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows: „Each Supervisory Board Committee consists of 3 members
The Board of Directors of the Company has adopted the following standpoint as regards the above-cited counter-proposal:
„On 18 June 2008 has the Board of Directors of UNIPETROL, a.s. (hereinafter the "Company") received from the shareholder – Polski Koncern Naftowy ORLEN Spółka Akcyjna (PKN ORLEN S.A.), with its registered office at ul. Chemików 7, 09-411, Płock, Poland – the counter-proposal to the proposal of the Board of Directors of the Company to amend the Articles of Association of the Company, which shall be discussed under point 11 of the agenda of annual General Meeting of the Company convened on 26 June 2008.
The Board of Directors of the Company in accordance with Section. 180(5) of the Commercial Code, as amended, and in accordance with Article 10(12) and Article 32(3) of the Articles of Association of the Company approved by the per rollam voting on 19 June 2008 its standpoint to the counter-proposal and concluded that the Board of Directors has received the counter-proposal duly and timely as required under respective laws, the counter-proposal does not in the view of the Board of Directors contradict the Czech laws and therefore there are no grounds which would prevent the discussion of the counter-proposal at the General Meeting of the Company.
As the counter-proposal includes the wording of the original proposal of the Board of Directors of the Company for the amendment to the Articles of Association and moreover proposes further amendments to the Articles of Association of the Company, the adoption of which is, in the view of the Board of Directors, in the interest of the Company, the Board of Directors of the Company recommends to vote for the counter-proposal."
The Board of Directors of
UNIPETROL, a.s