The Board of Directors of

UNIPETROL, a.s.with its registered office at Prague 4, Na Pankráci 127, Zip Code: 140 00, registered in the Commercial Register maintained with the Municipal Court in Prague Section B, Insert 3020 Company ID No.: 61672190 (the “Company“),

c o n v e n e s

ANNUAL GENERAL MEETING

(the “General Meeting“), which shall take place on 18 June 2010 at 8 a.m., in Conference centre CITY, Prague 4 – Pankrác, Na Strži 1676/63, Zip Code 140 62, with the following agenda:

1. Opening of the General Meeting
2. Approval of rules of procedure of the General Meeting
3. Election of persons into working bodies of the General Meeting
4. Report of the Company’s Board of Directors on Business Activities of the Company and State of Its Property for 2009 and Explanatory Report of the Company’s Board of Directors prepared pursuant to Section 118(8) of Capital Market Business Act
5. Report on the controlling activities of the Supervisory Board in 2009, position of the Supervisory Board to the review of the ordinary non-consolidated financial statements as of 31 December 2009, the ordinary consolidated financial statements as of 31 December 2009, the proposal of the Company’s Board of Directors on distribution of profit for 2009 by its transferring to the account of undistributed profits of the Company and position of the Supervisory Board to the review of the Related Parties Report for 2009
6. Report of the Audit Committee’s on results of its activities
7. Approval to the Report of the Company’s Board of Directors on Business Activities of the Company and State of Its Property for 2009
8. Approval to the ordinary non-consolidated financial statements as of 31 December 2009
9. Approval to the ordinary consolidated financial statements as of 31 December 2009
10. Decision on distribution of profit for 2009 by its transferring to the account of undistributed profits of the Company pursuant to Article 26 (1) of the Articles of Association of the Company
11. Closing of the General Meeting

Decisive Day

The decisive day for attendance at the General Meeting of the Company is 11 June 2010. The right to attend the General Meeting, to vote at the General Meeting and perform other shareholder’s rights at the General Meeting has only the shareholder, who is specified in the excerpt from the records of the book-entered shares of the Company as of the decisive day.

Presence of Shareholder at General Meeting. Power of Attorney for Representation at General Meeting.

The shareholder of the Company may attend the General Meeting personally or through a representative.

The power of attorney for representing of shareholder at the General Meeting must be in writing and must include whether it has been granted for representing at one or more General Meetings to be held within a specified time period.

The power of attorney form is available to shareholders of the Company from a moment of publication of this notice on holding of the General Meeting (1) in the paper form in the registered office of the Company at the address Prague 4, Na Pankráci 127 on Monday till Friday from 9 a.m. until 12 a.m. and (2) in the electronic form on the web pages of the Company (www.unipetrol.cz) in section “Investor relations”under the reference“General Meeting”. Every person may request sending the power of attorney form for representation at the General Meeting for his/her account and risk in the paper form or by electronic means.

Every shareholder has a right to notify the Company by electronic means of a granted power of attorney for his/her representing at the General Meeting, as well as, of recalling of a power of attorney by the principal.The notification may be performed by delivery of an e-mail message by the shareholder to the e-mail addressvalna.hromada@unipetrol.czorgeneral.meeting@unipetrol.czwith the attachment of the readable electronic copy (scan or photo picture via digital camera) of (1) a written power of attorney of the shareholder signed by the shareholder and saved inpdf, jpgorxpsform, or (2) a written recall of a power of attorney signed by the shareholder and saved inpdf, jpgorxpsform. In case that the e-mail message or its attachment containing the power of attorney or its recall is not readable, the Company shall request the shareholder to deliver a flawless written power of attorney or its recall again by electronic means provided that such request shall be sent by the Company to the e-mail address of the shareholder, from which the defected e-mail message with the defected attachment has been sent. In case that the written power of attorney or its recall is not readable, such power of attorney or its recall shall be disregarded, unless the defect of the power of attorney shall be fixed at latest before commencement of holding of the General Meeting.

Please note that the obligation of the shareholder or his/her representative to identify himself/herself on the General Meeting by lodging of documents specified hereunder (except for a power of attorney) shall not be affected by the notification on granting of the power of attorney through electronic means.

Please note that it is deemed that a person registered in the records of investment securities or in the records of book-entered securities as a trustee or as a person authorized to perform the rights attached to the shares, is authorized to perform on behalf of a shareholder all rights attached to the shares registered on a particular account, including the right to vote at the General Meeting.

Registration of the shareholders shall begin on 18 June 2010 at 7,30 a.m. at the place where the General Meeting is held.

The shareholder – an individual shall prove his/her identity at the General Meeting by a valid identity document. The shareholder – a legal entity acting at the General Meeting by its statutory body or its member(s) is further obliged to prove itself by an officially verified excerpt from the commercial register no older than three (3) months from the date of holding of the General Meeting. A shareholder representative is obliged to prove his/her identity by a written power of attorney containing the extent of the representative’s authority unless the granting of the power of attorney was notified to the Company via electronic means. In case of a power of attorney granted by the shareholder to a legal entity, the representative is further obliged to submit an officially verified excerpt from the commercial register, or, if applicable, a written power of attorney proving the authorization to act on behalf of such legal entity. The affected persons are obliged to hand over powers of attorney and excerpts from the commercial register to the Company. The authorization of persons registered in the records of investment securities or in the records of book-entered securities as a trustee or as a person authorized to exercise rights attached to shares kept at a particular account, which authorization follows from Section 184 (4) of the Commercial Code (the Act No. 513/1991 Coll., Commercial Code, as amended), shall be proved by the excerpt from the records of book-entered securities which shall be arranged by the Company for purposes of the holding of the General Meeting. Persons acting on behalf of the trustee or on behalf of the person authorized to perform rights attached to the shares within the meaning of the precedent sentence are obligated to prove their authorization.

The present shareholders or their representatives shall be recorded on the attendance list. If the Company refuses to make the record of a particular person to the attendance list, it shall mark this fact to the attendance list, including the reasons of the refusal.

Please note that the voting through correspondence or the voting through electronic means shall not be available at the General Meeting or in connection with its holding.

The costs incurred by the shareholders in connection with their participation at the General Meeting shall not be reimbursed.

Information on Overall Number of Shares Issued by Company and Voting Rights Attached Thereto

The Company issued in total 181,334,764 pieces of common bearer shares in the book-entered form with the nominal value of CZK 100 per a share. The voting right of the shareholder is determined by the nominal value of the share, provided that one (1) vote is per each CZK 100 of the nominal value of the share. In this respect, the aggregate number of votes attached to the shares amounts to 181,334,764 votes.

Rights of Shareholder in Connection with Attendance at General Meeting

Rights of shareholder in connection with attendance at the General Meeting are laid down in the Articles of Association of the Company, which are available on the internet web pages of the Company (www.unipetrol.cz) and in particular provisions of the Commercial Code and other applicable legal regulations. The shareholder shall perform his/her right to manage the Company through his/her attendance at the General Meeting. The shareholder is obligated to follow the organizational measures and rules for holding of general meetings.

The shareholder is entitled to attend the General Meeting, cast it votes, request and obtain an explanation to matters relating to the Company, if such explanation is necessary for assessment of the agenda of the General Meeting, and submit his/her proposals and counter-proposals. The shareholder attending the General Meeting is also entitled to request an explanation regarding persons controlled by the Company. Provision of such information may be refused for reasons specified in Section 180 (4) of the Commercial Code. The explanation may be provided in the form of a collective answer to several questions of the similar scope. There is a rule, that the shareholder is deemed to be provided with an explanation even in case that the supplemental explanation to the individual points of the agenda of the General Meeting had been published on the web pages of the Company at latest on the day preceding the day of holding of the General Meeting and had been available to the shareholders at the place of holding of the General Meeting.

Voting at General Meeting. Submission of Proposals and Counter-Proposals.

The shareholder has no duty to perform his/her voting rights attached to all his/her shares in the same manner. The same rule applies to representatives of the shareholder.

The shareholders attending the General Meeting shall firstly vote on notice of the Chairman of the General Meeting on a proposal of a convener of the General Meeting. If this proposal is not adopted, counterproposals are voted on in the order in which they were presented. The results of voting are verified and announced by scrutators to the Chairman of the General Meeting and the minutes clerk. The voting shall take place through voting ballots, unless the General Meeting decides otherwise. The voting rights attached to the shares, which may not be performed, are not taken into consideration during the voting at the General Meeting. The shareholder may not perform his voting rights in cases specified in Section 186c of the Commercial Code.

The course of holding of the General Meeting shall be recorded in the minutes.

If the shareholder intends to submit his/her counterproposals at the General Meeting to the proposals, which are specified in the notice on holding of the General Meeting, or in case, that a decision of the General Meeting must be recorded in the form of a notarial deed, the shareholder is obligated to deliver a written wording of his/her proposal or counterproposal to the Company at least five (5) working days prior to holding of the General Meeting. It shall not apply if it concerns proposals for election of individual persons to the corporate bodies of the Company. The Board of Directors is obligated to publish his/her counterproposal with its standpoint, if possible, at least three (3) days prior to the published date of holding of the General Meeting

Please note that the shareholder has a right to submit his/her proposals to points of the agenda of the General Meeting, even before publication of the notice on holding of the General Meeting. The Board of Directors shall publish the proposal, which shall be delivered to the Company at latest seven (7) days prior the publication of the notice on holding of the General Meeting, together with the notice on holding of the General Meeting. The proposals delivered after the time period set forth in the preceding sentence hereof shall be governed by the rules specified in the preceding paragraph hereof.

The shareholder or shareholders having the shares, whose aggregate nominal value reaches at least 3% of the registered capital of the Company, may request the Board of Directors to place a matter determined by them into the agenda of the General Meeting, if each point of the agenda of the General Meeting is supplemented by an explanation or a proposed resolution and is delivered to the Board of Directors at latest twenty (20) days prior the deciding day for attendance at the General Meeting. If the request is received after publication of the notice on holding of the General Meeting, the Board of Directors shall supplement the publication of the agenda of the General Meeting at latest ten (10) days prior to the deciding day. If such publication is not possible, the assigned matter can be put into the agenda of the General Meeting only if all shareholders of the Company are present at the General Meeting and unanimously approve the discussion of the matter at the General Meeting.

Main Data from Ordinary Non-consolidated Financial Statements Prepared under International Financial Reporting Standards in Wording Approved by EU as of 31 December 2009 (in thousands CZK)

The ordinary non-consolidated financial statements of the Company as of 31 December 2009 shall be available for inspection of the shareholders for a period of thirty (30) days preceding the General Meeting in the Company’s office at Prague 4, Na Pankráci 127, Postal Code: 140 00, in business days (Monday to Friday) from 9 a.m. until 12 a.m. The document shall be available also on the internet web pages of the Company (www.unipetrol.cz) in section “Investor relations” under the reference “General Meeting”.

Main Data from Ordinary Consolidated Financial Statements Prepared under International Financial Reporting Standards Approved by EU as of 31 December 2009 (in thousands CZK)

The regular consolidated financial statements of the Company as of 31 December 2009 shall be available for inspection of the shareholders for a period of thirty (30) days preceding the General Meeting in the Company’s office at Prague 4, Na Pankráci 127, Postal Code: 140 00, in business days (Monday to Friday) from 9 a.m. until 12 a.m. The document shall be available also on the internet web pages of the Company (www.unipetrol.cz) in section “Investor relations” under the reference “General Meeting”.

Main Data from Related Parties Report Pursuant to Section 66a (9) of the Commercial Code for 2009

The Company was in 2009 a part of a business group controlled by Polski Koncern Naftowy ORLEN Spółka Akcyjna, with its registered address at Chemików 7, 09-411, Płock, Poland (“PKN Orlen“).

In the year of 2009, the Company was a party to the following legal relationships with PKN Orlen:

• In the previous accounting period, the Company entered into two (2) agreements and in the period of the year of 2009, into two (2) agreements under which the Company received a performance in the amount of CZK 13,682,000 in the year of 2009 provided that the price had been agreed as usual and fair.
• In the period of the year of 2009, the Company provided to PKN Orlen services for a counter performance in the amount of CZK 10,000 provided that the price had been agreed as usual and fair.
• In the previous accounting periods, the Company entered into the Confidentiality Deed pursuant to which no performance had been received and/or provided.

In the year of 2009, the Company was a party to the following legal relationships with the companies controlled (directly or indirectly) by PKN Orlen:

• In previous accounting periods, the Company entered with SPOLANA a.s. into (a) the agreement pursuant to which it provided services for a counter-performance in the amount of CZK 90,000 in the year of 2009 when the price had been agreed as fair and usual, (b) the loan agreement pursuant to which the Company invoiced interest and fees in the amount of CZK 7,703,000 when such payments had been agreed as fair and usual. Further, the Company paid on behalf of SPOLANA a.s. the insurance payment under the Agreement on Payment of Insurance Fee for Insurance of Liability of Members of Board of Directors and Supervisory Board and Insurance Fee for Insurance of Liability for Damage Caused by Products in the amount of CZK 714,000 provided that such amount was subsequently repaid by SPOLANA a.s. to the Company.
• In previous period, the Company entered with ORLEN Transport Sp. z o.o. into the agreement pursuant to which the Company was invoiced in the year of 2009 with the travel costs in the amount of CZK 13,000 when the price for services had been agreed as fair and usual.
• In the year of 2009, the Company entered with ORLEN Administracja Sp. z o.o. into the agreement pursuant to which it received services for the counter performance in the amount of CZK 5,000 when the price had been agreed as fair.
• The Company is the party to the agreement entered into with ANWIL S.A. pursuant to which this company secures the loan provided by the Company to SPOLANA a.s.

It follows from the Related Parties Report that the Company had not suffered from 1 January 2009 until 31 December 2009 any harm in connection with agreements and contracts concluded between related parties. In the year of 2009, the Company has not performed any other acts in the interest of related parties nor it performed any other arrangements in the interest or as per request of the related parties which might result in any harm or disadvantage to the Company.

Other Documents Relating to General Meeting

This notice, the power of attorney form for representing shareholder at the General Meeting, documents relating to the agenda of the General Meeting, proposed resolutions of the General Meeting, as well as, potential proposals or counter-proposals of shareholders to proposals published in the notice on the holding of the General Meeting, data concerning total amount of issued shares and the votes attached thereto as to the date of publication of the notice on holding of the General Meeting and the above specified regular non-consolidated and consolidated financial statements of the Company, the Related Parties Report shall be available for inspection of the shareholders from the date of publication of this notice in the Company’s office at Prague 4, Na Pankráci 127, Postal Code: 140 00, in business days (Monday to Friday) from 9 a.m. until 12 a.m. The document shall be available also on the web pages of the Company (www.unipetrol.cz) in section “Investor relations” under the reference “General Meeting” and on the internet portal www.patria.cz.

The Board of Directors of

UNIPETROL, a.s.