IMPLEMENTATION OF NEW MODEL OF CORPORATE GOVERNANCE
COMPLETION OF MERGER BY ACQUISITION OF CHEMOPETROL, A.S.,
UNIPETROL RAFINÉRIE A.S. AND UNIPETROL RPA, S.R.O. AND FOLLOWING STEPS OF IMPLEMENTATION OF NEW MODEL OF CORPORATE GOVERNANCE WITHIN UNIPETROL GROUP
A. Completion of Merger by Acquisition of CHEMOPETROL, a.s., UNIPETROL RAFINÉRIE a.s. and UNIPETROL RPA, s.r.o. Intent to Increase Registered Capital of UNIPETROL RPA, s.r.o.
On 1 August 2007, CHEMOPETROL, a.s. (Company Id. No.: 250 03 887) and UNIPETROL RAFINÉRIE a.s. (Company Id. No.: 250 25 139) as dissolving companies merged by acquisition into UNIPETROL RPA, s.r.o. (Company Id. No.: 275 97 075), with its registered office at Litvínov, Záluží 1, as surviving company.
As a result of the subject merger by acquisition:
- CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s. were wound up without liquidation and dissolved; and
- assets of these companies, including the rights and obligations from labor law relationships, passed, by operation of law, to UNIPETROL RPA, s.r.o.
UNIPETROL RPA, s.r.o. as a successor of wound up CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s. is a limited liability company with UNIPETROL, a.s. as its sole member.
The statutory body of UNIPETROL RPA, s.r.o. are three (3) executives. Under the Deed on Formation of UNIPETROL RPA, s.r.o., the adoption of the decision on the business conduct is subject to an approval of the majority of all executives. Each of the executives is authorized to act and sign on behalf of UNIPETROL RPA, s.r.o. individually. A creation of the Supervisory Board is not anticipated by the Deed on Formation.
Following the merger, a registered capital of UNIPETROL RPA amounts to CZK 200,000. Immediately after a registration of the merger in the Commercial Registry, UNIPETROL RPA, s.r.o. commenced with an implementation of steps of an increase in the registered capital of UNPETROL RPA, s.r.o. from its own sources pursuant to Section 144 of the Commercial Code. The completion of the process of the increase in the registered capital is expected to occur in the course of October 2007.
Pursuant to the audited opening balance sheet of UNIPETROL RPA, s.r.o., as of the decisive date of the merger, i.e., as of 1 January 2007, the equity of UNIPETROL RPA, s.r.o. amounts to CZK 15,629,724,000.
The identification details of UNIPETROL RPA, s.r.o. after the merger are as follows:
Business Name: UNIPETROL RPA, s.r.o.
Registered Office: Litvínov, Záluží 1, Postal Code: 436 70
Companu Id. No. (IČ): 275 97 075
Registration in CR: registered in the Commercial Registry maintained with the Municipal Court in Ústí nad Labem, Section C, Insert 24430
Executives: Ing. Miroslav Krejčí
Ing. Ivan Ottis
Petr Sosík
Registered Capital: CZK 200,000
Shareholder: UNIPETROL, a.s. (contribution in the amount of CZK 200,000)
B. Following Steps of Implementation of New Model of Corporate Governance
For purposes of further increase of competitive strength and effectiveness of the processes within UNIPETROL RPA, s.r.o., the modification of the performance of the business activity of this company is discussed provided that the modification is anticipated in the form of the separation of commercial and manufacturing activities of this company by its split into two separate limited liability companies. For the avoidance of doubt, the potential implementation of the forgoing is subject to analysis and approvals by the competent bodies of UNIPETROL, a.s. and UNIPETROL RPA, s.r.o.