A. CONVERSION OF LEGAL FORM
In connection with an implementation of a new model of corporate governance within the group of companies controlled by UNIPETROL, a.s. ("Unipetrol"), the legal form of BENZINA a.s., PETROTRANS, a.s. and UNIPETROL DOPRAVA, a.s. was converted from a joint stock company to the legal form of a limited liability company with effect as of 1 May 2007. As of this day, the conversion of legal form was registered in the commercial registry.
The conversion of legal forms of the above mentioned companies has been implemented in order to simplify administration and management of these companies.
Following the conversion of legal form, the companies will not establish the Supervisory Boards. The controlling competences in these companies shall be exercised, pursuant to Section 122 of the Commercial Code, directly by the shareholders.
After the conversion of legal form, the decisions regarding business management in the said companies shall belong to the Executives. The consent of majority of Executives is required for a decision regarding the business management. Each of the Executives of the above mentioned companies is authorized to act on behalf of the company independently. The internal structure of the companies was changed in such a way that the positions of the Chief Executive Officer and the Chief Financial Officer have been canceled, provided that, their powers shall be executed for the future directly by the Executives.
The conversion of legal form shall not have in all material respects any negative impact on the commitments of the said companies towards their creditors. The companies shall act towards their creditors in compliance with the Section 69(f) of the Commercial Code.
The identification data of the above mentioned companies after the conversion of legal form shall be as follows:
(a) in case of BENZINA a.s.
Business name: BENZINA, s.r.o.
Registered office: Dělnická 12, Prague 7, PSČ: 170 04
IČ (Company Id. No): 601 93 328
Register in Commercial Registry: Registered in Commercial Registry maintained with Municipal Court in Prague, Section C, Insert 124304
Executives: The company has two (2) Executives. The Executives are:
(i) Ing. Martin Durčák
(ii) Ing. Jan Mikulec
Registered capital: CZK 900,779,000.00
Shareholders: UNIPETROL, a.s. (contribution in amount of CZK 900,779,000.00)
(b) in case of PETROTRANS, a.s.
Business name: PETROTRANS, s.r.o.
Registered office: Prague 8, Střelničná 2221, PSČ: 182 00
IČ (Company Id. No): 251 23 04
Register in Commercial Registry: Registered in Commercial Registry maintained with Municipal Court in Prague, Section C, Insert 124377
Executives: The company has two (2) Executives. The Executives are:
(i) Ing. Václav Slavík
(ii) Ing. Radek Nechleba
Registered capital: CZK 16,000,000.00
Shareholders: BENZINA, s.r.o. (contribution in amount of CZK 15,900,000.00)
UNIPETROL, a.s. (contribution in amount of CZK 100,000.00)
(c) in case of UNIPETROL DOPRAVA, a.s.
Business name: UNIPETROL DOPRAVA, s.r.o.
Registered office: Litvínov – Růžodol č.p. 4, PSČ: 436 70
IČ (Company Id. No): 640 49 701
Register in Commercial Registry: Registered in Commercial Registry maintained with Regional Court in Ústí nad Labem, Section C, Insert 24274
Executives: The company has three (3) Executives. The Executives are:
(i) Ing. Karel Surma
(ii) Ing. Luboš Kučera
(iii) Ing. Miroslav Hájíček
Registered capital: CZK 806,000,000.00
Shareholders: CHEMOPETROL, a.s. (contribution in amount of CZK 805,000,000.00)
UNIPETROL, a.s. (contribution in amount of CZK 1,000,000.00)
B. SHARED SERVICE CENTRE
Since the 1 April 2007, the UNIPETROL SERVICES, s.r.o. commenced a performance of activities of so-called shared service centre for the individual companies of Unipetrol group. The shared service centre provides the administrative support, inter alia, in the area of the accountancy, IT and human resources to respective companies of Unipetrol group. The services are provided on an arms length basis under the agreements on provision of services entered into between UNIPETROL SERVICES, s.r.o. and individual companies of Unipetrol group allied into the shared service centre system.