On 30 January 2007, UNIPETROL, a.s. ("Unipetrol"), as seller, and FIRMA CHEMICZNA DWORY S.A., with its registered office at ul. Chemików 1, 32-600 Oświęcim, Poland, KRS No.: 38981 ("Dwory"), as purchaser, executed the Share Purchase Agreement (the "Share Purchase Agreement") on sale of 100% shares of KAUČUK, a.s., with its registered office at Kralupy nad Vltavou, O. Wichterleho 810, District Mělník, Postal Code: 278 52, Czech Republic, Id. No: 25053272 ("Kaučuk").

The purchase price for 6,236,000 ordinary registered shares of Kaučuk, with a nominal value of CZK 1,000 each, representing in the aggregate 100% of the registered share capital of Kaučuk (the "Shares") amounts to EUR 195,000,000 (the "Purchase Price").

(a) Divestment Process

The divestment process was launched in consistency with the 2005 Equity Story communicated to all Unipetrol's shareholders as well as with the Main strategic objectives and key targets within long-term activity plan in UNIPETROL, a.s. presented at the Shareholders' General Meeting in April 2006. It was conducted as a tender open to a broad spectrum of investors identified as potentially interested in the acquisition of Kaučuk.

In February 2006, twelve out of the thirty two approached investors, four strategic and eight financial, both Czech and foreign, indicated their expression of interest in participation in the tender. All but one of them (who did not fulfill the announced tender formal requirements) were allowed to proceed to the non-binding phase of the tender.

The deadline for submission of non-binding offers was scheduled for 22 May 2006. The offers were duly submitted by two strategic and five financial investors. One offer was rejected due to the bidder's failure to comply with the formal requirements prescribed for the submission of the offers.

Prior to the submission of the non-binding offers, the following criteria for their evaluation were established in cooperation with Unipetrol's external advisors in the process – Komerční banka, a.s. ("Komerční banka"), as financial advisor, and WEIL, GOTSHAL & MANGES v.o.s. ("WG&M"), as legal advisor:

• financial parameters of the offers;
• investor's intent/approach towards a creation of a joint-venture with Unipetrol Group for the purposes of the construction and operation of a new butadiene unit;
• proposed development program (including intent towards a further company's development and its role in the bidder's capital group/investment portfolio, planned production of monomers, polystyrenes as well as elastomers, intended capex); and
• bidders' credibility.

Six non-binding offers were evaluated against the aforementioned criteria. Based on the evaluation, Unipetrol's Board of Directors decided on 26 May 2006 to short-list three investors whose offers were evaluated as the best – two strategic and one financial – and to allow them to perform their due diligence review in Kaučuk.

The due diligence process took place at Kaučuk premises on 5 through 16 June 2006 (data-room, management meetings, site visits) with additional management sessions on 19 and 20 June 2006. The deadline for the submission of binding offers was 3 July 2006. Binding offers of all the three investors were evaluated against the criteria consistent with those applied in the previous stage of the selection process. The offer submitted by Dwory, being the investor offering the highest bidding price for the Shares, was evaluated as the best offer.

On 11 July 2006, Unipetrol decided to commence negotiations of the terms and conditions of the divestment of the Shares with the winning investor. The key issues which have been addressed during the negotiation process were, among others:

• future undisturbed operation of the butadiene extraction unit as the essential element of the chain: steam cracker – butadiene extraction unit – refinery;
• creation of a joint-venture between a selected entity of Unipetrol Group (with a 51% participation in the joint-venture) and Kaučuk (with a 49% participation in the joint-venture) concerning the construction and operation of a new butadiene unit;
• assurance of C4 off-takes from CHEMOPETROL, a.s. ("Chemopetrol") and supplies of Raffinate 1 to UNIPETROL RAFINÉRIE a.s.;
• continuation of ethylene and benzene off-takes from Chemopetrol and future operation of ethylbenzene unit by Kaučuk;
• contractual assurance of energy, steam, water and site services supplied to ČESKÁ RAFINÉRSKÁ, a.s. by Kaučuk;
• continuation of the major contracts with Unipetrol Group companies;
• allocation of potential environmental obligations of the parties;
• future operation of energy unit; and
• cooperation on activities allowing for future sale of the land owned by Unipetrol on which Kaučuk operates (to be completed after the closing of the sale).

In the course of the negotiation process and following an additional unlimited due diligence review conducted by Dwory in Kaučuk, Dwory submitted to Unipetrol its revised binding offer on 23 October 2006.

The revised binding offer was evaluated together with the other binding offers towards the same criteria applied previously in respect of both the non-binding and binding offers. The revised binding offer of Dwory, replacing its offer of 3 July 2006, was evaluated again as the best offer with the highest bidding price for the Shares.

The bidding price for the Shares offered by the investors in the tender was in the range between EUR 120.5 million and EUR 195 million. Taking into account the results of the evaluation of the offers, including their financial parameters, and the recommendation of Komerční banka, the revised binding offer of Dwory was identified as the best from among all received offers in the tender process and as such was accepted by Unipetrol's Board of Directors on 7 November 2006. At its meeting, Unipetrol's Board of Directors also agreed to carry on negotiations with Dwory.

(b) Measures and Steps Taken by Management

During the divestment process, Unipetrol's Board of Directors has applied the rule of transparency with regular monitoring by the Supervisory Board and its respective committees. The transaction 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. The project has been supported by the following external advisors – WG&M as legal advisor and Komerční banka as financial advisor.

Extraordinary efforts were focused on the value aspect of the divestment. Similarly as in case of SPOLANA a.s., a three-stage procedure was applied, as a result of which the following documents were prepared:

• business review with value estimation by an external independent firm (Komerční banka),
• fairness opinion of a reputable independent firm (Deloitte Czech Republic B.V., organizační složka ("Deloitte")), and
• valuation of the Shares prepared by an independent court expert institution (VOX CONSULT, s.r.o. ("VOX Consult")).

The value estimation performed by Komerční banka indicates the value of the Shares (representing 100% of the registered share capital of Kaučuk) at the level of CZK 3.4 billion to 5.4 billion with the median value at CZK 4.39 billion. Deloitte, which assessed the terms and conditions offered by Dwory, based its fairness opinion on the valuation of the Shares in the range of CZK 4.2 billion to CZK 4.6 billion. The results of the valuation of the court expert institution, VOX Consult, demonstrate that the value of the Shares ranges between CZK 4.4 billion and 4.7 billion.

The book value of the Shares on a non-consolidated basis equals approximately to CZK 5.46 billion and approximately to CZK 7.06 billion on a consolidated basis (as of December 2006). That implicates the loss of approximately CZK 101 million on a non-consolidated basis and approximately CZK 1.703 billion on a consolidated basis (P&L impact is based mainly on the unaudited estimation of Kaučuk's equity at the selling date and the selling price; as of 31 December 2006 Kaučuk's assets and liabilities will be presented as the non-current assets / liabilities held for sale; the non-consolidated and consolidated result of the transaction will be presented in the P&L statement for the year 2006 as a los from impairment of the asset value).

The measures assuring the maximum objectivity and professionalism were adopted in the divestment process. Selection of the bidders to next stages of the process was always based on a mechanism of the pre-defined professional set of evaluation criteria established in cooperation with the external advisors. The divestment process has been conducted by a dedicated team of Unipetrol's high-level specialists in corporate finance and supported by the expertise of cooperating working teams within Unipetrol Group. The principle behind, in view of Unipetrol's Board of Directors properly protecting interests of Unipetrol and its shareholders, was to base the evaluation on maximization of the benefit of the divestment for Unipetrol and its shareholders on the one hand and optimization of further relationships with the rest of Unipetrol Group on the other hand.

The process of the divestment of the Shares was evaluated by an independent expert, VOX Consult, in a separate statement which confirmed that the transaction was conducted and performed up to the market standards and practices.

(c) Contractual Documentation and Division of Risks between Parties

Although the Share Purchase Agreement was executed earlier today, the closing of the transaction will occur only after the satisfaction of several conditions precedent by both Unipetrol and Dwory which may take up to two to three quarters. These conditions include, among others, the obtaining of all necessary consents from the relevant antimonopoly authorities to the sale of the Shares to Dwory and the transactions contemplated by the Share Purchase Agreement (including, a formation of a joint-venture between Unipetrol Group and Kaučuk for the purposes of the construction and operation of a new butadiene unit), performance of an environmental audit concerning the land owned by Unipetrol and used by Kaučuk in order to identify any existing environmental conditions, and execution of commercial contracts between Unipetrol Group and Kaučuk on the basis of the already agreed principles which will assure a further smooth operation of Unipetrol Group.

Concurrently with the Share Purchase Agreement, Unipetrol, Dwory, Chemopetrol and Kaučuk entered into the Agreement on Cooperation in Connection with Construction and Operation of New Butadiene Unit (the "Cooperation Agreement"), pursuant to which a selected entity of Unipetrol Group and Kaučuk will create a Czech joint stock company for the purposes of the construction and operation of a new butadiene unit. The shareholding of the newly created company and the participation in the establishment and further operation costs of the company will be split between Unipetrol Group (51%) and Kaučuk (49%).

The execution of the Share Purchase Agreement and the Cooperation Agreement implicates several liabilities on the part of both Unipetrol and Dwory in respect of past and future operations of Kaučuk. There are three major areas where a financial exposure of the parties may occur – a misrepresentation or a breach of representations and warranties provided by each of Unipetrol and Dwory, liabilities arising from environmental conditions of Kaučuk originating prior to or after the closing of the transaction and certain changes relating to the antimonopoly fine recently imposed on Kaučuk and Unipetrol by the Commission of the European Communities.

As for the first area, if any of the representations and warranties given by Unipetrol becomes untrue, incorrect, incomplete or misleading in any material respect between signing of the Share Purchase Agreement and the closing of the transaction, Unipetrol will have the right to cure an incurred loss over EUR 1 million. If Unipetrol fails to cure such loss, Dwory will have the right to terminate the Share Purchase Agreement. If the loss is higher than 5% of the Purchase Price and further negotiations between the parties are fruitless, either party will have the right to terminate the Share Purchase Agreement. If the Share Purchase Agreement is not terminated, Unipetrol will be obliged to indemnify Dwory for such loss, provided, however, that the maximum financial exposure of Unipetrol will not in any case exceed 5% of the Purchase Price.

If, after the closing of the transaction, a breach of any of the representations and warranties provided by each of Unipetrol and Dwory occurs, the respective party will be obliged to compensate the non-breaching party for an incurred loss. These representations and warranties are limited in time and money – Unipetrol's representations and warranties relating to environmental conditions of Kaučuk will survive for 5 years from the closing date and the maximum liability of Unipetrol will be 10% of the Purchase Price, while all other representations and warranties of either party will survive for 3 years from the closing date and the maximum liability will be 100% of the Purchase Price.

Second, the Share Purchase Agreement provides for a possible adjustment of the Purchase Price resulting from environmental conditions relating to Kaučuk and its operations. The parties agreed to arrange for an environmental audit concerning the land owned by Unipetrol and used by Kaučuk in order to identify all existing environmental conditions. The Purchase Price will be decreased by the amount of all losses incurred by Kaučuk as a result of any claims of any governmental authority or private third party in connection with Kaučuk's environmental conditions, which are specified in the environmental audit or proved by Dwory as being originated prior to the closing of the transaction. In contrast, the Purchase Price will be increased by the amount of all losses incurred by Unipetrol as a result of any claims of any governmental authority or private third party in connection with Kaučuk's environmental conditions that originated after the closing of the transaction. The maximum aggregate amount of the adjustment of the Purchase Price is 10% of the Purchase Price. In addition, each party will have the right to claim the adjustment of the Purchase Price only for a period of 5 years following the closing of the transaction. The Purchase Price will not be decreased by any loss incurred by Kaučuk in this respect as a result of any claim satisfied prior to signing of the Share Purchase Agreement or any costs incurred by Kaučuk in connection with certain reconstruction, revamp, repair, overhaul and other works concerning any facility owned or used by Kaučuk. No funds received by Unipetrol under the agreement with the National Property Fund of the Czech Republic concerning old environmental contamination may be utilized for such decrease of the Purchase Price.

As for the monetary fine recently imposed, jointly and severally, on Kaučuk and Unipetrol by the Commission of the European Communities for participating in an alleged cartel aimed at prices fixing and sharing of customers for certain types of synthetic rubber (in the period from 1999 until 2002), the Share Purchase Agreement addresses this issue through an agreed risk-division mechanism. First, both Unipetrol and Kaučuk will use all available legal tools and remedies to defend themselves in appellate proceedings and to eliminate the imposed monetary fine. The current amount of the fine (i.e., EUR 17.55 million) will be split, in accordance with applicable law, between Unipetrol and Kaučuk equally so that each of them will be liable for 50% of the fine, i.e., EUR 8.775 million. Simplifying somewhat, if the final and unappealable decision of any relevant authority of the European Communities results in an increase of the fine to be paid by Kaučuk above EUR 8.775 million and, at the same time, Unipetrol receives any amount of the fine hitherto paid by it, the Purchase Price will be increased by the amount equal to the lower of the increase of the fine to be paid by Kaučuk and the payment received by Unipetrol, provided, however, that the maximum potential financial exposure of Unipetrol is, in any case, limited to EUR 5 million. Equally important, the Purchase Price will be increased in the event that Unipetrol incurs any loss as a result of any claims made against it by any private third party in relation to the alleged cartel participation.

The future undisturbed operations of Unipetrol Group companies are secured through an agreed mechanism of contractual penalties introduced in the Share Purchase Agreement which, if triggered, will represent relatively material financial exposure for Dwory.

Important notice:

Please note that the settlement of the transaction is subject to the fulfillment of the conditions precedent agreed by the parties in the Share

Prague, 30 January 2007

UNIPETROL, a.s.