to be held on 22 June, 2006 from 9:00 a.m.
at Slovanský ostrov no. 226, 110 00 Praha 1
1. Opening the General Meeting
2. Approving the rules of procedure for the General Meeting
3. Election of persons to working bodies of the General Meeting
4. Report of the Board of Directors on company´s business activities and state of its assets for 2005
5. Report on activities of the Supervisory Board in 2005 and report of the Supervisory Board on reviewing the ordinary financial statement as at 31 December, 2005, consolidated financial statement as at 31 December, 2005, on the proposal of the Board of Directors for the distribution of profit for 2005 and reports on relations among related entities for 2005.
6. Approving the Board of Directors´ report on company´s business activities and state of its assets for 2005
7. Approving the regular financial statement as at 31 December, 2005
8. Approving the consolidated financial statement as at 31 December, 2005
9. Decision on the distribution of profit for 2005
10. Report of the Supervisory Board on the company´s compliance with the rules on corporate governance
11. Changes in the composition of the Supervisory Board
12. Conclusion
Registration of the shareholders starts on 22 June, 2006 at 8:00 a.m. at the venue of the general meeting. The shareholders and their proxies – natural persons – shall prove their identity by producing valid identification documents; members of the shareholders’ statutory bodies – legal entities – shall produce also certified extracts from the Commercial Register not older than three months from the date of the general meeting. Shareholders´ proxies shall deliver a letter of attorney on the registration executed by the shareholder stipulating the scope of their powers to represent the shareholder at the general meeting.
In the case a power of attorney issued for a legal entity, the proxy shall also produce a certified extract from the Commercial Register and/or a written power of attorney proving the authorization to act on behalf of this legal entity. Natural persons acting on behalf of an administrator registered by the Securities Centre shall produce a valid identification document and documents certifying his/her authorization to act.
The right to participate in the general meeting is given to shareholders or administrators who are listed in the extract from the register of the securities issuer kept for the Company by the Securities Centre as at the record date, i.e. 15 June, 2006.
Expenses related to the shareholders’ participation in the general meeting shall not be refunded.
Information for shareholders:
1. Essentials of the regular financial statement according to the IFRS as at 31 December, 2005 (in thousand CZK)
Assets total: 26 826 741 Shareholder´s capital and liabilities total: 26 826 741
Long-term assets: 25 083 805 Shareholder´s capital: 20 317 374
Short-term assets: 1 742 936 Liabilities: 6 509 367
Profit for accounting period: 1 025 956
Revenue: 164 106
The regular financial statement as at 31 December, 2005 will be available to shareholders for inspection for the period of 30 days before the date of the general meeting at the company´s seat in Praha 1, Klimentská 10, on working days (from Monday to Friday) from 9.00 to 12.00 noon.
2. Essentials of the consolidated financial statement according to the IFRS as at 31 December, 2005 (in thousand CZK)
Assets total: 76 441 640 Shareholder´s capital and liabilities total: 76 441 640
Long-term assets: 48 891 311 Shareholder´s capital: 39 695 630
Short-term assets: 27 550 329 Liabilities: 36 746 010
Minority shares: 707 587
Profit for accounting period: 3 407 111
Revenue: 80 946 337
3. Essentials of the 2005 report on relations between associated entities in the sense of the section 66a, par. 9 of the Commercial Code
In 2005 the company was a controlling shareholder of the Unipetrol holding. It had been a part of the business group controlled by the National Property Fund (NPF) of the Czech Republic until 23 May, 2005. In 2005 funds were provided by the National Property Fund for the removal of old environmental burden based on agreements on the reimbursement of the expenses.
As far as other related entities controlled by the same controlling entity (i.e. NPF), the company had contractual relationships with companies Český Telecom, a.s. and Eurotel Praha, spol. s r.o. in 2005 concerning telecommunication services under terms and conditions customary in business.
As from 24 May, 2005, the company has been a part of the business group controlled by Polski Koncern Naftowy ORLEN Spólka Akcyjna, with its registered seat at Chemików 7 street, 09-411, Plock, Poland („PKN Orlen“). In 2005 the company concluded a contract of cooperation with PKN Orlen and related contracts on the reimbursement of the part of the costs spent for corporate projects whose aim is to achieve synergies and render some processes more effective and further on the reimbursement of travel expenses of the members of corporate bodies. As far as other related entities controlled by the same controlling entity, the company had contractual relationships with companies Centrum Edukacji Sp. z o.o., ORLEN OIL Sp. z o.o. and ORLEN Transport Plock Sp. z o.o. concerning the re-billing of accommodation and travel expenses under terms and conditions customary in business.
In 2005 the company incurred no losses in relation to any of the contracts among related persons. No legal acts were taken in favor of related persons nor any other measures in favor of related persons or at the request of related entities.
The 2005 report on relations among related entities in the sense of the section 66a, par. 9 of the Commercial Code will be available to shareholders for inspection for the period of 30 days before the date of the general meeting at the company´s seat in Praha 1, Klimentská 10, on working days (Monday through to Friday) from 9.00 to 12.00 noon.
Board of Directors UNIPETROL, a.s.