On August 29, 2008, UNIPETROL, a.s. ("Unipetrol") and Polski Koncern Naftowy ORLEN Spółka Akcyjna ("PKN ORLEN"), with its registered office at ul. Chemików 7, 09-411 Płock, Poland, entered in the business register of the National Court Register held by the District Court for the Capital City of Warsaw, XIV Commercial Department of the National Court Register, under KRS no. 0000028860, executed the share purchase agreement, pursuant to which Unipetrol, as purchaser, shall acquire from PKN ORLEN, as seller, 49,660 pieces of shares of PARAMO, a.s., with its registered office at Pardubice, Přerovská No. 560, Zip Code: 530 06, Company Id. No.: 48173355, registered in the Commercial Register maintained by the Regional Court in Hradec Králové, Section B, Insert 992 ("Paramo"), which represent in aggregate 3.73 per cent of the registered share capital and voting rights in Paramo (the "Sale Shares").
The aggregate purchase price for the Sale Shares amounts to CZK 47,400,470 provided that the purchase price for one (1) share of Paramo equals to CZK 954.50. The purchase price was agreed inter alia on the basis of a valuation report concerning the shares in Paramo prepared for Unipetrol by American Appraisal s.r.o.
The purchase price may be subject to an additional adjustment if within the agreed time period Unipetrol undertakes certain actions towards further restructuring of Paramo which would influence the terms and conditions agreed with PKN ORLEN in the share purchase agreement.
The process of the purchase of the Sale Shares was monitored by the Supervisory Board of Unipetrol and its respective committees. The purchase of the Sale Shares by Unipetrol under the share purchase agreement was subject to approvals by the Supervisory Board and the Board of Directors of Unipetrol which were granted prior to the execution of the share purchase agreement.
Paramo is a crude oil processing company engaged in fuels, lubricants and bitumen manufacturing. As the oil processing belongs to Unipetrol's core businesses, the purchase of the Sale Shares will enable Unipetrol to strengthen its position within this business segment and to proceed with further restructuring of Paramo with the aim to implement more flexible management of Paramo and its strategic compliance with interests of the Unipetrol group.
Important Notice
Please note that the settlement of the transaction is subject to the fulfillment of certain conditions agreed by the parties in the share purchase agreement. It is expected that the transfer of the Sale Shares will be completed within a couple of weeks after the execution of the share purchase agreement.
In Prague, August 29, 2008
Reg. Announcement No. 021/2008