UNIPETROL, a.s., with its registered address at Klimentská 10, Praha 1, Zip Code: 110 05, IČ: 61672190, registered in the Commercial Register maitained with the City Court in Prague, section B, insert 3020, hereby announces in accordance with Section 120 of the Capital Markets Act the following information:The Board of Directors of UNIPETROL, a.s. ("UNIPETROL") has received a request of GOLDENFRAZIL LIMITED, with its registered address at Themistokli Dervi, 48, Centennial Building, 7th floor, Flat/Office 701, P.C. 1066, Nicosia, Cyprus, company Reg. no.: HE 169282, ("GOLDENFRAZIL") to convene an Extraordinary General Meeting of UNIPETROL, dated December 6, 2006, which request was made under Section 181 (1) of the Commercial Code (the "Request").
In the Request, GOLDENFRAZIL asked the Board of Directors to convene an Extraordinary General Meeting of UNIPETROL with the following agenda proposed by GOLDENFRAZIL:
- Opening, Approval of the Rules of Procedure and the Voting Rules
- Election of the bodies of the General Meeting
- Discussion and approval of the 2005 Annual Report, including, without limitation, discussion of information on the expected developments in the operations of UNIPETROL in 2006, and of the related issue of transferring the interests of UNIPETROL in KAUČUK, a.s. and SPOLANA a.s. to third parties
- Closing of the General Meeting.
At its meeting held on December 19, 2006, the Board of Directors discussed the Request of GOLDENFRAZIL and, based on the legal analysis provided by the legal advisors to UNIPETROL, concluded that the Extraordinary General Meeting will not be convened as per the Request of December 6, 2006.
The reason for the above mentioned resolution of the Board of Directors of UNIPETROL is the fact that, neither discussion nor approval of the annual report of UNIPETROL falls within the powers of the General Meeting of UNIPETROL according to the Commercial Code and current Articles of Association of UNIPETROL. In this context, the Extraordinary General Meeting of UNIPETROL, if convened, would not be able to discuss, pursuant to Section 187 (2) of the Commercial Code and Article 12 (3) of Articles of Association, item 3 of the agenda as proposed in the Request.