The Board of Directors of
UNIPETROL, a.s.
with the 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"),
i n s e r t s
in accordance with Section 182 (1) (a) of the Czech Commercial Code,
as per request of the shareholder having the shares with the aggregate nominal value
reaching at least 3% of the registered capital of the Company
the following points into the agenda of the Annual General Meeting (the „General Meeting"),
which shall take place on 18 June 2010 at 8 am,
in Conference centre CITY, Prague 4 – Pankrác, Na Strži 1676/63, Zip Code 140 62 :
- Changes in the Articles of Association of the Company
- Changes in composition of the Supervisory Board
- Selection of the auditor for auditing of financial statements and consolidated financial statements of the company.
In light of the foregoing, the agenda of the General Meeting shall be as follows:
- Opening of the General Meeting
- Approval of rules of procedure of the General Meeting
- Election of persons into working bodies of the General Meeting
- 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
- 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
- Report of the Audit Committee on results of its activities
- Approval to the Report of the Company's Board of Directors on Business Activities of the Company and State of Its Property for 2009
- Approval to the ordinary non-consolidated financial statements as of 31 December 2009
- Approval to the ordinary consolidated financial statements as of 31 December 2009
- 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
- Changes in the Articles of Association of the Company
- Changes in composition of the Supervisory Board
- Selection of the auditor for auditing of financial statements and consolidated financial statements of the Company
- Closing of the General Meeting
Characteristics of proposed amendments to Articles of Association
The purpose of the proposed amendment to the Articles of Association is harmonization of the provisions thereof primarily with the amendments of the Commercial Code made by the Act No. 227/2009 Coll., and the Act No. 420/2009 Coll., as amended (herein after the "Amendment Act"). Article 10 of the Articles of Association shall be supplemented with conditions for provision of explanation to shareholders, and submission of proposals and counter-proposals to points, which are on the agenda of the General Meeting. The Articles of Association are also harmonized with rules setting the essentials of a request and time periods for putting a certain matter on the agenda of the General Meeting upon the request of the qualified minority of shareholders, as well as, the rules of take-over bids and notification of voting rights. Article 13 of the Articles of Association shall be supplemented with essentials for content of the power of attorney, information on the form of the power of attorney, as well as, conditions for notification of granting of the power of attorney or its recall through electronic means to the Company. Individual provisions of the Articles of Association shall be fully harmonized with the wording of the Amendment Act. Article 14 of the Articles of Association shall be amended with respect to essentials of a request and time periods for convening of an extraordinary General Meeting, including manner of publication of notice on holding of the General Meeting. The provisions of Article 15 of the Articles of Association shall be harmonized with the text of the Amendment Act. In Article 16 (5) of the Articles of Association there shall be omitted the obligation of the Board of Directors to request a prior consent of the Supervisory Board with respect to amendments to organizational structure of the Company. In Article 23 of the Articles of Association there shall be omitted the provisions concerning the committees of the Supervisory Board. The Supervisory Board shall have the right to establish its committees for a specified purpose provided that the details shall be laid down in the rules of procedure of the Supervisory Board. In Article 24c of the Articles of Association the time period for holding of meetings of the Audit Committee shall be prolonged from two to three months. Article 31 of the Articles of Association shall be amended in accordance with the Amendment Act with respect to publication duty. The Articles of Association are further harmonized with the Amendment Act with respect to names of certain legal terms.
The rights of shareholders of the Company shall not be affected by the proposed amendment to the Articles of Association.
The proposed amendments to the Articles of Association shall be available for inspection by shareholders of the Company from the moment of publishing of this notice on holding of the General Meeting until 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 proposed amendments to the Articles of Association shall be available also on the internet webpages of the Company (www.unipetrol.cz) in section " Investor relations" under the reference " General Meeting" and on the internet portal www.patria.cz.
Notice on rights of shareholders with respect additional points of agenda
This notice and proposal to amendments to the Articles of Association of the Company, as well as, proposals of resolutions to other additional points to the agenda of the General Meeting, including their reasoning, shall be available from the publication of this notice for inspection of the shareholders in the Company's office at Prague 4, Na Pankráci 127, Postal Code: 140 00, in business days (Monday to Friday) from 9 am till 12 am. 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 shareholders shall have also the right to request the Company to send the proposed amendments to the Articles of Association on their own costs.
Please note that other rights of the shareholders of the Company with respect to holding of the General Meeting are specified in the notice on the holding of the General Meeting published on 19 May 2010 in accordance with applicable law and the Articles of Association of the Company.
The Board of Directors of
UNIPETROL, a.s.