On 11 July 2007 UNIPETROL, a.s. adopted (i) the decision of the sole shareholder of CHEMOPETROL, a.s. in lieu of the Shareholders' General Meeting of the respective company, (ii) the decision of the sole shareholder of UNIPETROL RAFINÉRIE a.s. in lieu of the Shareholders' General Meeting of the respective company and (iii) the decision of the sole member of UNIPETROL RPA, s.r.o. in lieu of the General Meeting of the respective company on the merger by acquisition of CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s., as dissolving companies, into UNIPETROL RPA, s.r.o., as a surviving company.

Based on the respective decisions:

• CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE, a.s. shall be wound up without liquidation and dissolved;
• the assets of these companies, including the rights and obligations arising from labor law relationships shall pass, by operation of law, to UNIPETROL RPA, s.r.o.; and
• UNIPETROL, a.s. shall remain a sole member of UNIPETROL RPA, s.r.o.

In addition, on 11 July 2007 CHEMOPETROL, a.s., UNIPETROL RAFINÉRIE a.s., as the dissolving companies, and UNIPETROL RPA, s.r.o., as the surviving company, entered, in the form of a notarial deed, into the agreement on merger by acquisition of the respective companies.

After realization of the merger by acquisition of the respective companies:

• UNIPETROL RPA, s.r.o. as the surviving company of the dissolved companies CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s. shall have the legal form of a limited liability company;
• UNIPETROL RPA, s.r.o. shall have three (3) Executives provided that adoption of a decision in the area of the management of the company shall require a consent of the majority of all Executives and each of the Executive shall be authorized to act and sign independently on behalf of UNIPETROL RPA, s.r.o. toward third parties;
• the Supervisory Board shall not be established in UNIPETROL RPA, s.r.o.; and
• after the registration of the merger into the Commercial Register UNIPETROL RPA, s.r.o. shall have the registered capital in the amount of CZK 200.000 provided that the process of increasing the registered capital of UNIPETROL RPA, s.r.o. from own sources is expected to be initiated after the registration of the merger in the Commercial Register.

Important notice

The merger by acquisition of CHEMOPETROL, a.s. and UNIPETROL RAFINÉRIE a.s., as the dissolving companies, and UNIPETROL RPA, s.r.o., as the surviving company, shall become effective as of the registration of the merger into the Commercial Register. The Merger is expected to be registered on 1 August 2007.