The Board of Directors of UNIPETROL, a.s.
with registered address Praha 1, Klimentská 10, postal code: 110 05,
registered in the Commercial Registry of the Municipal Court in Prague,
Section B, file number 3020
Company ID Number: 61672190
(hereinafter “the Company “),
c a l l s
the REGULAR GENERAL MEETING
(hereinafter the “General Meeting“),
to be held on 28th June 2007 from 9. 00 hours,
in the Great Hall of the Žofín Palace, Prague-Old Town, Slovanský ostrov 226, postal code: 110 00,
with the following agenda:
- Inauguration of the General Meeting
- Approval of the Organisational Rules of the General Meeting
- Election of persons to the General Meeting bodies
- Report of the Company’s Board of Directors about the business activities of the Company and the state of its assets for 2006
- Report on controlling activities of the Supervisory Board in 2006, statement of the Supervisory Board concerning reviewing the regular financial statement as of 31st December 2006, the consolidated financial statement as of 31st December 2006, the proposal of the Company’s Board of Directors concerning the division of profits for 2006 and the opinion of the Supervisory Board concerning review of the Related Parties Report for 2006
- Approval of the Report of the Company’s Board of Directors about the business activities of the Company and the state of its assets for 2006
- Approval of the regular financial statement as of 31st December 2006
- Approval of the consolidated financial statement as of 31st December 2006
- Decision on the division of profits for 2006
- Personal changes in the Supervisory Board
- Granting of credit to the Company by the controlled companies
- End of the General Meeting
Registration of the shareholders will start on 28th June 2007 at 8.00 hours at the place where the General Meeting will be held. The shareholders and their representatives – physical persons identify themselves with a valid identification card; members of shareholders’ statutory bodies – legal entities – also 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 at registration a written power of attorney from the shareholder, containing the extent of his or 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 legally certified excerpt from the Commercial Registry or a written power of attorney authorising him or her to act on behalf of this legal entity. The power of attorney and the excerpts from the Commercial Registry must be given by the relevant persons to the Company. The physical persons acting on the behalf of an administrator registered in the Securities Centre will identify themselves with a valid identity card and documents certifying their administrator rights.
The right to participate in the General Meeting belongs to the shareholders or administrators listed in the registry excerpt of the issuer of securities, held for the Company by the Securities Centre as of the appropriate date, i.e. 21st June 2007.
The costs related to participation in the General Meeting will not be returned to the shareholders.
Information for the shareholders:
1. Main data from the regular financial statement created according to the International Financial Reporting Standards as of 31st December 2006 (in thousands CZK):
Assets total: |
27 816 136 |
Equity and liabilities total |
27 816 136 |
Long-term assets: |
17 444 998 |
Equity: |
22 749 536 |
Revolving assets: |
10 371 138 |
Liabilities: |
5 066 600 |
Profit for the accounting period: |
2 432 188 |
Revenue: |
177 728 |
The regular financial statement of the Company as of 31st December 2006 will be available to the shareholders for thirty days before the General Meeting in the Company’s headquarters at the address Praha 1, Klimentská 10, on working days (Monday to Friday) from 9.00 to 12.00 hours.
2. Main data from the consolidated financial statement created according to the International Financial Reporting Standards as of 31st December 2006 (in thousands CZK):
Assets total: |
71 906 988 |
Equity and liabilities total: |
71 906 988 |
Long-term assets: |
40 133 760 |
Equity |
41 160 194 |
Revolving assets: |
31 773 228 |
Liabilities: |
30 746 794 |
|
|
Minority shares: |
584 094 |
Profit for the accounting period: |
1 693 275 |
Revenue: |
94 642 132 |
The consolidated financial statement of the Company as of 31st December 2006 will be available to the shareholders for thirty days before the General Meeting in the Company’s headquarters at the address Praha 1, Klimentská 10, on working days (Monday to Friday) from 9.00 to 12.00 hours.
3. Main data from the Related Parties Report in accordance with the provisions of § 66a Section 9 of the Commercial Code for 2006:
The Company was in 2006 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 2006 the Company concluded following contracts with PKN Orlen:
(a) a contract on the basis of which the Company pays the appropriate part of the costs of joint projects intended to increase the efficiency of certain processes and also covering of travel costs of members of the company’s statutory bodies;
(b) two contracts on the basis of which the Company re-invoiced to PKN Orlen the costs related to the audit of provisional financial statements of ČESKÁ RAFINÉRSKÁ, a.s. (no sums were received on the basis of these contracts);
(c) a cooperation agreement (no sums were received or paid on the basis of this contract);
(d) a confidentiality agreement (no sums were received or paid on the basis of this contract).
As for other related parties controlled by PKN Orlen the Company entered into or continued the following contractual relations:
(a) the Company concluded in 2006 a Share Purchase Agreement with Zakłady Azotowe ANWIL Spółka Akcyjna (hereinafter “Anwil“), on the basis of which the Company sold to Anwil 81,78% shares in SPOLANA a.s. for the purchase price of CZK 640.383 thou.;
(b) the Company concluded in previous periods contracts with SPOLANA a.s. (from 13th November 2006 controlled by Anwil), on the basis of which (i) the Company is invoiced with leasing costs, (ii) the Company is invoicing the access to databases and (iii) the Company is paid interest from the credit granted to SPOLANA a.s.;
(c) the Company concluded in previous periods a contract with Centrum Edukacji Sp. z o.o., on the basis of which the housing costs are invoiced to the Company;
(d) the Company concluded in previous periods a contract with ORLEN OIL Sp. z o.o., on the basis of which travel costs are re-invoiced to the Company;
(e) the Company concluded in previous periods a contract with ORLEN Transport Płock Sp. z o.o., on the basis of which travel costs are re-invoiced to the Company.
All contracts concluded by the Company with PKN Orlen or other related parties have been concluded on terms standard in business relations and no detriment was caused to the Company due to these contracts.
In 2006 there were no legal actions concluded on the behalf of any related parties, no steps were planned or executed in favour of or on request of any related parties.
The Related Parties Report, in accordance with the provisions of § 66a Section 9 of the Commercial Code for 2006 will be available to the shareholders for thirty days before the General Meeting in the Company’s headquarters at the address Praha 1, Klimentská 10, on working days (Monday to Friday) from 9.00 to 12.00 hours.
The Board of Directors of
UNIPETROL, a.s.