The Board of Directors of
UNIPETROL, a.s.
with its registered office at Prague 4, Na Pankráci 127, Postal Code: 140 00,
registered in the Commercial Registry maintained with the Municipal Court in Prague
section B, insert 3020
Company ID Number: 61672190
(hereinafter the " Company "),
c o n v e n e s
ORDINARY GENERAL MEETING
(hereinafter the " General Meeting"),
to be held on 24 June 2009 at 9 am,
in the Konferenční centrum CITY, Prague 4 – Pankrác , Na Strži 1676/63, Postal Code: 140 62,
with the following agenda:
- Opening of the General Meeting
- Approval to the rules of procedure for the General Meeting
- Election of persons into the 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 2008 and Explanatory Report of the Company's Board of Directors prepared pursuant to Section 118(8) of act on Conducting Business on Capital Market
- Report on the controlling activities of the Supervisory Board in 2008, position of the Supervisory Board to the review of the ordinary non-consolidated financial statements as of 31 December 2008, the ordinary consolidated financial statements as of 31 December 2008, the proposal of the Company's Board of Directors on distribution of profit for 2008 and position of the Supervisory Board to the review of the Related Parties Report for 2008
- Approval to the Report of the Company's Board of Directors on Business Activities of the Company and State of Its Property for 2008
- Approval to the ordinary non-consolidated financial statements as of 31 December 2008
- Approval to the ordinary consolidated financial statements as of 31 December 2008
- Decision on distribution of profit for 2008
- Changes in composition of the Supervisory Board
- Closing of the General Meeting
Registration of the shareholders will start on 24 June 2009 at 8 am 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 authorising 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 belongs 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. 17 June 2009.
The costs incurred by the shareholders in connection with their participation in the General Meeting will not be reimbursed.
Information for Shareholders :
1. Main data from the regular non-consolidated financial statements prepared under International Financial Reporting Standards in wording approved by EU as of 31 December 2008 (in thousands CZK) :
Assets total: 28 377 541
Non-current assets: 17 807 144
Current assets: 10 570 397
Equity and liabilities total: 28 377 541
Equity: 23 985 545
Liabilities: 4 391 996
Profit for the accounting period: 4 428 147
Revenue: 397 665
The regular non-consolidated financial statements of the Company as of 31 December 2008 will be available for inspection of the shareholders for a period of thirty 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 am till 12 am.
2. Main data from the regular consolidated financial statements prepared under International Financial Reporting Standards as of 31 December 2008 (in thousands CZK):
Assets total: 58 696 075
Non-current assets: 38 889 978
Current assets: 19 806 097
Equity and liabilities total: 58 696 075
Equity attributable to equity holders of Company: 38 702 569
Liabilities: 19 783 235
Minority shares: 210 271
Profit for the accounting period: 65 691
Revenue: 98 143 951
The regular consolidated financial statements of the Company as of 31 December 2008 will be available for inspection of the shareholders for a period of thirty 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 am till 12 am.
3. Main data from the Related Parties Report in accordance with provisions of Section 66a(9) of the Commercial Code for 2008 :
The Company was in 2008 a part of a business group controlled by Polski Koncern Naftowy ORLEN Spółka Akcyjna, with registered address ul. Chemików 7, 09-411, Płock, Poland (hereinafter " PKN Orlen").
In the year of 2008, the Company was a party to the following legal relationships with PKN Orlen:
(a) Within the year of 2009, the company entered with PKN Orlen into 4 agreements on cooperation, in past period in 5 agreements on cooperation. Pursuant to these agreements, the Company remunerates a part of the costs of joint projects aimed at achievement of synergies and improving the efficiency of certain projects. Also, the Company compensate the travel costs of the members of the bodies. In the year of 2008, under the agreements the Company provided to PKN Orlen the counter performance in the amount of CZK 8 843 thousands. Based on these agreements, the Company invoiced to PKN Orlen a portion of costs for which it received counter performance in the amount of CZK 383 thousands.
(b) In the past period, the Company entered with PKN Orlen into 2 agreements pursuant to which the Company invoiced PKN Orlen with the costs of the audit of financial statements of ČESKÁ RAFINÉRSKÁ , a.s. In the year of 2008, the Company received the counter performance in the amount of CZK 1 469 thousands under this agreement.
(c) In the past period, the Company entered into the non-disclosure agreement with PKKN Orlen. (no performance was received or accepted under said agreement).
From other interlinked persons controlled by PKN Orlen, the Company entered into the following agreements and has continued in the following contractual relationships:
(a) In the past period, the Company entered with SPOLANA a.s. into the agreements, pursuant to which (i) the Company invoices SPOLANA a.s. with the costs for access to te databases (in the year of 2008, the counter performance amounting to CZK 160 thousands), (ii) the Company invoices SPOLANA a.s. with the interests under the loan agreements provided to SPOLANA a.s. (in the year of 2008 in the amount of CZK 11 354 thousands), (iii) the Company paid to SPOLANA a.s. the costs for insurance pursuant to insurance agreements entered into by the Company with the third parties provided that such costs (amounting to CZK 759 thousands) SPOLANA a.s. consequently paid to the Company.
(b) In the past period, the Company entered with ORLEN Transport S.A into the agreement pursuant to which the Company is invoiced with the travel costs (cost of the Company amounting to CZK 65 thousands).
All prices and payments pursuant to the above agreements were agreed as usual market prices. All the above agreements were entered into by the Company on the usual market terms and the Company has not suffered any damage under any of the agreements.
In the year of 2008, no legal acts in the interest of the relating persons were made nor any measures in the interest or as per request of the interlinked persons were made.
The Related Parties Report for 2008, prepared within the meaning of Section 66a(9) of the Commercial Code, will be available for inspection of the shareholders for a period of thirty 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 am till 12 am.
UNIPETROL, a.s.