UNIPETROL, a.s. ("Unipetrol") has adopted the intent and commenced with the implementation of a new corporate governance model within respective companies of Unipetrol Group of companies (the " New Corporate Governance Model").

The New Corporate Governance Model (a) introduces key elements of the segment management within the respective members of the Unipetrol Group of companies, aimed at simplifying and improving the effectiveness of the administration and management of the Unipetrol Group of companies, (b) sets clear communication channels between the respective members of the Unipetrol Group of companies, and (c) focuses on increase of responsibilities of the managers within each of the Unipetrol Group of companies.

The objective of implementation of the New Corporate Governance Model is to add value to, and achieve cost savings in, the area of administration and management within the Unipetrol Group, an overall improvement in the Unipetrol Group's competitive position on the relevant markets, and, thus, to achieve benefit for all of UNIPETROL's shareholders.

The implementation of the New Corporate Governance Model within the Unipetrol Group includes the following:

1.  Restructuring of Businesses of Each of CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s.

The restructuring of the businesses of each of CHEMOPETROL, a.s. (" Chemopetrol") and UNIPETROL RAFINÉRIE a.s. ("Uniraf") consist in the concentration of all manufacturing operations in the area of processing and production of oil-related products exclusively in Chemopetrol while transferring all of the Chemopetrol's business operations to Uniraf.

For this purpose, the operating mode for the existing Chemopetrol's business will be changed from a profit center model to that of a cost center. Under the new model, Chemopetrol will discontinue its production of petroleum products for its own account, and will instead launch their production for Uniraf. Uniraf will for that purpose supply Chemopetrol with the relevant raw materials, order their processing into the various petroleum products, purchase the processed petroleum products from Chemopetrol, sell the same to third parties, and pay to Chemopetrol an agreed contractual consideration for the services provided thereby. Any relations between Chemopetrol and Uniraf will be governed by a Processing Agreement agreed on the arms length basis.

As part of the proposed restructuring, Chemopetrol will also discontinue its existing operations in the areas of raw material purchasing and sale of its products, and transfer such activities to Uniraf. Also, Uniraf will purchase from Chemopetrol its raw material stocks. In connection with the transfer of certain existing operations from Chemopetrol to Uniraf, rights and obligations under labor law relationship of the affected Chemopetrol employees will be transitioned to Uniraf.

The proposed restructuring of the businesses of each of Chemopetrol and Uniraf is expected to become effective on 1 January 2007.

2.  Concentration of Certain Activities of Members of Unipetrol Group of Companies

As part of the New Corporate Governance Model, UNIPETROL intends to concentrate certain corporate activities of the members of the Unipetrol Group of companies (e.g., strategic management services, consultancy services in the area of planning and controlling, risk management, cash management, media communication, capital markets communication) in so-called " Corporate Centre" (the "Corporate Center") to be formed within UNIPETROL. The Corporate Center is expected to be established with effect as of 1 January 2007.

In addition, the New Corporate Governance Model contemplates the concentration of certain other activities of the members of the Unipetrol Group of companies (e.g., accounting, control and management, financial management, personnel matters and wage processing, information technologies) in an independent entity,  so-called "Shared Services Centre" (the " Service Center"). The Service Center is expected to be installed in two stages provided that, as of 1 January 2007, the Service Center is intended to be established within Uniraf and, effective as of 1 April 2007, the Service Center is planned to be formed into a separate entity within the Unipetrol Group.

The services of each of the Corporate and Service Center will be rendered to the various members of the Unipetrol Group on a contractual basis provided that the respective agreements will be agreed on the arms length basis.

Further, as part of the concentration of certain activities of the various members of the Unipetrol Group of companies in the Service Center, rights and obligations under labor law relationships of the affected employees of the members of the Unipetrol Group of companies will be transitioned to the Service Center.

3.  Conversion of Legal Form of Certain Members of Unipetrol Group of Companies

Under the New Corporate Governance Model, UNIPETROL further intents to change the legal form of certain members of the Unipetrol Group of companies from a joint-stock company to that of a limited liability company. The proposed conversion of legal form includes Chemopetrol, Uniraf, BENZINA a.s., UNIPETROL DOPRAVA, a.s., PETROTRANS, a.s., and UNIPETROL TRADE, a.s.

Prior to conversion of the legal form, the following transfers of assets will take place within the Unipetrol Group:

(a)  transfer of 100% of shares owned by Chemopetrol in UNIPETROL DOPRAVA, a.s. to UNIPETROL, a.s.;

(b)  transfer of the 100% shareholding interest of Chemopetrol in POLYMER INSTITUTE BRNO, spol. s r.o. to UNIPETROL, a.s.;

(c)  transfer of the 100% shareholding interest of Uniraf in Uniraf SLOVENSKO s.r.o. to UNIPETROL, a.s.; and

(d)  transfer of the 100% of shares owned by BENZINA a.s. in PETROTRANS, a.s. to UNIPETROL, a.s.

Asset transfers between the various members of the Unipetrol Group of companies are expected to take place by the end of 2006. The particular transfers will be agreed on the arms length basis.

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The New Corporate Governance Model is being implemented in a transparent and objective manner and in compliance with applicable law. The particular steps and processes are consulted with the reputable external advisors and are subject to permanent supervision by Supervisory Board of Unipetrol.

The value of the assets transferred in connection with the implementation of the New Corporate Governance Model will be determined by independent court-appointed experts in compliance with applicable law.

The restructuring of the businesses of certain members of the Unipetrol Group of companies in connection with the implementation of the New Corporate Governance Model is not expected to result in substantial changes in the area of employment within the Unipetrol Group.

Unipetrol's management committed itself in the Partnership program to the contribution of the new model of corporate governance into EBITDA in the height of 138 million Euro at least.

In Prague, on 9 November 2006

Board of Directors of UNIPETROL, A.S.