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 by the Municipal Court in Prague
Section B, Insert 3020
Company ID No.: 61672190
(the „ company "),
c o n v e n e s
as per request of a shareholder of the company having the shares, whose nominal value exceeds 3%
of registered capital of the company in accordance with Section 181 (1) and (2) of Commerical Code
EXTRAORDINARY GENERAL MEETING
(the „ General Meeting"),
to be held on 10 December 2009 at 3 p.m.,
in the building City Tower, 27 th floor, Prague 4 – Nusle, Hvězdova 1716/2b, Zip Code: 140 78,
with the following agenda:
- Opening of the General Meeting
- Approval of rules of procedure of the General Meeting
- Election of persons into working bodies of the General Meeting
- Amendments to the Articles of Association
- Appointment of members of Audit Committee
- Decision on remuneration of members of Audit Committee
- Selection of the auditor for auditing of financial statements and consolidated financial statements of the company
- Changes in composition of the Supervisory Board of the company
- Closing of the General Meeting
Registration of the shareholders will start on 10 December 2009at 2:00 p.m. at the place where the General Meeting will be held. The shareholders and their representatives – natural persons identify themselves with a valid identification card; members of shareholders' statutory bodies – of legal entities – in addition with an officially certificated excerpt from the commercial registry, no older than three months from the date of the General Meeting. A representative of a shareholder is obligated to present a written power of attorney executed by the shareholder at the registration, containing the scope of his/her rights to represent the shareholder at the General Meeting.
In case of the power of attorney granted to a legal entity, the representative will also present a certified excerpt from the commercial registry and, if applicable, also a written power of attorney authorizing him or her to act on behalf of this legal entity. The powers of attorney and the excerpts from the commercial registry must be submitted by the respective persons to the company. The natural persons acting on behalf of an administrator registered in the Prague Securities Centre will identify themselves with a valid identity card and documents evidencing their powers to act.
The right to participate in the General Meeting appertains to the shareholders or administrators listed in an excerpt from the registry of the issuer of securities, held for the company by the Prague Securities Centre as of the decisive date, i.e. 3 December 2009.
The costs incurred by the shareholders in connection with their participation in the General Meeting will not be reimbursed.
The characteristics of proposed amendments to the Articles of Association.
In accordance with the new Act on Auditors, the Articles of Association of the company shall be supplemented by the regulation of an obligatory body of the company – the Audit Committee (Article 11 (1) of the Articles of Association). In this connection, the Articles of Association are proposed to be amended by insertion of new provisions (Article 24a through 24c of the Articles of Association), regulating the position and powers of the Audit Committee, number of its members, including the term of office of members of the Audit Committee and rules on meeting and deciding of the Audit Committee. The powers of the Audit Committee correspond with the Act on auditors. The Audit Committee shall be composed of four members who are appointed by the General Meeting of the company from members of the Supervisory Board and third persons. The term of office of the member of the Audit Committee shall be three years. In case of termination of performance of the position of the member of the Audit Committee during the respective term of office, the Supervisory Board shall have the right to appoint a substitute member of the Audit Committee until the closest General Meeting of the company. The Audit Committee shall adopt its decisions on its meetings which shall take place, by a general rule, once per two months.
In connection with the formation of the Audit Committee the proposed amendment include the enlargement of the powers of the General Meeting of the company (Article 12 (2) of the Articles of Association) with respect to appointment and recall of members of the Audit Committee, decision on remuneration of members of the Audit Committee, including provision of non-entitlement profits to members of the Audit Committee, as well as, decision on an auditor for verification of financial statements, consolidated statements and other documents of the company.
Further to establishment of the Audit Committee the amendment contains the proposed change in the committees of the Supervisory Board of the company to the extent that the Finance and Audit Committee shall be replaced by the Operational and Finance Committee (Article 23 (1) and (5) of the Articles of Association). The Operational and Finance Committee shall advise the Supervisory Board on matters relating to analysis of the current operational activities, control of the financial results and the correct implementation of principles on budget preparation.
Next to the foregoing, the amendment to the Articles of Association also comprise the proposal to submit decisions of the Board of Directors of the company, which requires pursuant to the currently effective Articles of Association a prior standpoint of the Supervisory Board of the company (Article 16 (6) of the Articles of Association), to the regime of a prior consent of the Supervisory Board, including changes in wording of the matters requiring such consent (Article 16 (5) of the Articles of Association).
In connection with the above specified changes the proposed amendment includes correction of internal references within the Articles of Association in order to comply with new numbering of the articles and their unification.
The rights of shareholders of the company shall not be affected by the proposed amendment to the Articles of Association.
The Notice pursuant to Section 120a (1) and § 120 (4) of the Capital Markets Business Act and Section 184 (8) of the Commercial Code
In accordance with the Commercial Code and the Articles of Association of UNIPETROL, a.s., a shareholder of UNIPETROL, a.s. 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 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.
A shareholder attends the General Meeting personally or through his/her representative pursuant to a written power of attorney. The Form of a power of attorney for representation of a shareholder of UNIPETROL, a.s. at the General Meeting shall be available in written form to public in the registered office of the company at the address Prague 4, Na Pankráci 127, Zip Code: 140 00, from the moment of publishing of this invitation till the holding of the General Meeting in the working days (Monday through Friday) from 9 am till 12 am. Everybody is authorized to request a delivery of the form of the power of attorney for representation on the General Meeting on his own expenses and risk in a paper form or through electronic means. The form of the power of attorney for representation of the shareholder of the company at the General Meeting shall be also available at the official webpages of UNIPETROL, a.s. (www.unipetrol.cz).
If a shareholder intends to submit his counterproposals on the General Meeting to the proposals, which are specified in the invitation to 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 proposal or counterproposal to the company at least five 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 counterproposal with its standpoint, if possible, at least three days prior to the published date of holding of the General Meeting.
Due to a fact that General Meeting was convened as per request of a shareholder of the company having the shares, whose nominal value exceeds 3% of the registered capital of UNIPETROL, a.s. with the proposed agenda of the General Meeting, the Board of Directors shall amend a proposed matter to the agenda of the General Meeting only upon a consent of such shareholder. If the request was delivered after publishing of the invitation to the General Meeting, the Board of Directors shall supplement the agenda of the General Meeting (subject to a consent of the requesting shareholder to such supplement) within the period of ten days prior to holding of the General Meeting in accordance with the manner for calling of the General Meeting specified in law and the Articles of Association of UNIPETROL, a.s. If such publishing is not possible, the respective matter may be inserted to the agenda of the General Meeting and may be subject to a decision of the General Meeting only subject to the attendance and consent of all shareholders of the company.
Pursuant to the Articles of Association of UNIPETROL, a.s., the voting right of the shareholder of UNIPETROL, a.s. is determined by the nominal value of his shares provided that each CZK 100 of the nominal value represents one vote. UNIPETROL, a.s. has issued 181.334.764 pieces of shares with the nominal value of CZK 100. The total amount of votes attached to the shares of UNIPETROL, a.s. is, therefore, 181.334.764 votes. 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 proposed amendments to the Articles of Association shall be available for inspection by shareholders of the company from from the moment of publishing of this invitation till the day of holding of the General Meeting in the registered office of the company at the address Prague 4, Na Pankráci 127, Zip Code: 140 00, in the working days (Monday through Friday) from 9 am till 12 am. The shareholders shall have the right to request the company to send the proposed amendments to the Articles of Association on their own costs and risk.
The Board of Directors
UNIPETROL, a.s.