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Notification Duty Under Section 120 of Capital Markets Act

29-01-2007  

UNIPETROL, a.s., with its registered office at Prague 1, Klimentská 10, Postal Code 110 05, Company Id. No. (IČ): 61672190, hereby notifies the Prague Stock Exchange (Burza cenných papírů Praha, a.s.), pursuant to Section 120 of the Capital Markets Act and Section 8 (12) of the Listing Rules, of the following information:

On August 22, 2006, the Supervisory Board of UNIPETROL, a.s. ("Unipetrol") received the request of GOLDENFRAZIL LIMITED, with its registered office at Themistokli Dervi, 48, Centennial Building, 7th floor, Flat/Office 701, P.C. 1066, Nicosia, Cyprus, Company Id. No. HE 169282 ("Goldenfrazil"), dated August 21, 2006, (the "Request") which was made under Section 182(1)(b) of the Commercial Code.

In the Request, Goldenfrazil demands that the Supervisory Board reviews actions of the Board of Directors taken in connection with the pending divestment processes of all of shares in SPOLANA a.s. ("Spolana") and KAUČUK, a.s. ("Kaucuk") owned by Unipetrol. In particular, Goldenfrazil requested that the subject matter of the review is whether the Board of Directors, while conducting these divestment processes, (i) complied with the principle of the equal treatment of all Unipetrol's shareholders under Section 155(7) of the Commercial Code, and (ii) acted with due managerial care pursuant to Section 194(5) of the Commercial Code.

Based on its complex and rigorous review of actions of the Board of Directors of Unipetrol in the subject matter, the Supervisory Board concludes that all actions of the Board of Directors made in connection with the divestment process of Kaucuk were:

(a) performed in a transparent manner and consistent with the professional market standards typical for such M&A transactions; and

(b) in compliance with Czech law and, in particular, with each of:

   (i) principle of the equal treatment of all Unipetrol's shareholders pursuant to Section 155 (7) of the Commercial Code; and

  (ii) obligation of the Board of Directors to act with due managerial care pursuant to Section 194 (5) of the Commercial Code.

For sake of completeness, the Supervisory Board informs that the results of the review of Spolana divestment process were published on the official website of Unipetrol on October 26, 2006.​

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