IMPLEMENTATION OF NEW MODEL OF CORPORATE GOVERNANCE WITHIN UNIPETROL GROUPUNIPETROL, A.S. INFORMS ON INTENT TO SPIN-OFF UNIPETROL RPA, S.R.O.
In connection with implementation of the new model of corporate governance of companies, which are controlled by UNIPETROL, a.s. („Unipetrol"), Unipetrol as a sole member of UNIPETROL RPA, s.r.o. („UniRPA") informs on the modification of the strategy of UniRPA in a way that UniRPA shall be divided through the spin-off in the manner, which is in all material aspects identical to the following:
- After 1 January 2008, UniRPA shall be divided through the spin-off by formation of a new company within the meaning of Section 69c (2) of Czech Commercial Code pursuant to which a selected part of the equity of UniRPA shall be spun off to a new limited liability company, which shall be established as the consequence of the spin-off.
- The part of the equity of UniRPA, which shall be spun off into the new limited liability company established as the consequence of the spin-off (the " Business company"), shall consist of:
- the business unit BU I – Refinery
- the business unit BU II – Monomers and Agroproducts
- the business unit BU III – Polyolefins
- the department Supply Chain Management
- the department Sales Channel Optimization
(the „ Business part").
- The part of the equity representing the production part of UniRPA shall remain in UniRPA (the „Production company"), which shall continue to exist after the spin-off.
- The Production company and the Business company shall exist in the form of a limited liability company.
- The spun off Business part of UniRPA shall pass to the Business company together with employees employed in the Business part, which shall be a succeeding company of UniRPA.
- After the spin-off, the Production company shall operate on the principle of a cost centre provided that it shall produce from raw materials delivered by the Business company products requested by the Business company. The relations between the Business company and the Production company shall be regulated through a processing agreement entered into between these companies on the arm's length basis.
- 1 January 2008 is expected to be the decisive date of the spin-off.
The change of the current business activities of UniRPA through the spin-off of the Business part to the new limited liability company shall lead to simplification and improvement of the effectiveness of the administration and management of the Unipetrol Group, overall improvement in the Unipetrol Group's competitive position on the relevant markets, and, thus, achievement of the benefit for all of Unipetrol's shareholders.
The restructuring of the business of UniRPA is not expected to result in substantial changes in the area of employment within the Unipetrol Group.
Important Notice
The spin-off of UniRPA is subject to approval of Unipetrol as a sole member of UniRPA within the meaning of Section 69c (2) of the Czech Commercial Code.
In Prague on 13 November 2007
UNIPETROL, a.s.
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