A. JOINT VENTURE AGREEMENT
On July 10, 2007, UNIPETROL, a.s. („Unipetrol"), FIRMA CHEMICZNA DWORY S.A., with its registered office at Chemików 1, Óswięcim, Poland („Dwory") and KAUČUK, a.s., with its registered office at O. Wichterleho 810, Kralupy nad Vltavou („Kaučuk") executed the Joint Venture Agreement (the „Joint Venture Agreement") which provides for the agreement of the respective companies on the establishment of the joint venture company for purposes of construction and operation of the new butadiene unit in the Kralupy industrial area.
In compliance with the agreement of the respective companies, the construction of the new butadiene unit will be realized within the company Butadien Kralupy a.s., with its registered office at O. Wichterleho 810, Kralupy nad Vltavou ("Butadien"), in which 51 per cent of the shares will be owned by Unipetrol and 49 per cent will be in the property of Kaučuk.
The Joint Venture Agreement stipulates, without limitation, the conditions of construction and operation of the new butadiene unit by Butadien, the rights of the shareholders of Butadien and basic principles on financing of the new butadiene unit.
The Joint Venture Agreement was concluded on the basis of the Cooperation Agreement in Connection with Construction and Operation of New Butadiene Unit, which was concluded on January 30, 2007 by and among Unipetrol, Dwory, Kaučuk and CHEMOPETROL, a.s., with its registered office at Litvínov – Záluží 1, Litvínov ("Chemopetrol"), and subsequently amended by the Restated Agreement on Cooperation in Connection with Construction and Operation of New Butadiene Unit concluded by and among Unipetrol, Kaučuk and Dwory (the "Cooperation Agreement").
In connection with the Joint Venture Agreement, on 10 July 2007 there were executed other agreements concerning supply and off-take of C4 fraction, raffinate 1, 1,3-butadiene, ethylene, benzene and heating oil by and among Kaučuk on one side and Chemopetrol as well as UNIPETROL RAFINÉRIE, a.s. on the other side, and, as for the period following the completion of the construction of the new butadiene unit, by and among Butadien on one side and Chemopetrol, UNIPETROL RAFINÉRIE a.s. as well as Kaučuk on the other side.
B. SHARE PURCHASE AGREEMENT ON SALE OF SHARES OF BUTADIEN
Further, in connection with the execution of the Joint Venutre Agreement, on 10 July 2007 there was concluded the Share Purchase Agreement by and between Kaučuk as seller and Unipetrol as purchaser. The subject-matter of the Share Purchase Agreement is the transfer of 51 per cent of shares of Butadien, the company established on the basis of the Cooperation Agreement, from Kaučuk to Unipetrol for the purchase price in the amount of CZK 76.500.000.
C. AGREEMENT ON ESTABLISHMENT OF A PRE-EMPTIVE RIGHT IN REM AND OTHER RIGHTS
On July 10, 2007, Unipetrol as entitled person and Kaučuk as obligated person concluded the Agreement on Establishment of a Pre-emptive Right in Rem and Other Rights. Under this agreement, Unipetrol undertook, inter alia, to establish the pre-emptive right in rem in favor of Kaučuk to certain plots of land in the Kaučuk area, Kralupy nad Vltavou, owned by Unipetrol, at present, being used by Kaučuk within its business activity.
The Agreement on Establishment of a Pre-emptive Right in Rem and Other Rights was concluded in connection with the obligation of Unipetrol under the Share Purchase Agreement concluded by and between Unipetrol as seller and Kaučuk as purchaser on January 30, 2007, in which Unipetrol undertook to sell 100 per cent of shares of Kaučuk on the conditions set forth therein for the purchase price in the amount of EUR 195.000.000.
I m p o r t a n t n o t i c e
Please note that the settlement of the sale of 100 per cent of shares of Kaučuk to Dwory by Unipetrol, as well as the settlement of the sale of 51 per cent of shares of Butadien to Unipetrol by Kaučuk is subject to the fulfillment of the conditions agreed by the parties in the respective Share Purchase Agreement.