Counterproposals to the proposed change in the articles of association of Unipetrol, a.s.The Board of Directors of Unipetrol, a.s. informs that on August 26 and 29, 2005 they received the following counterproposals in accordance with the provision of § 180, section 5 of the Commercial Code to proposed change in the articles of association of Unipetrol, a.s. published in the notice of the extraordinary general meeting:
The counterproposal concerning the proposed change in the articles of association from the company Agentura 21, spol. s r.o., Hanusova 24, Praha 4, IČO 26170515:
- The existing wording of article 15, section 8 shall be abolished and replaced with a new one: „ The general meeting shall decide by a majority of votes of present shareholders, unless these articles of association or the Commercial Code require a higher majority“.
- The existing wording of article 15, section 9 of the articles of association shall be abolished and replaced with a new one:
„A qualified nine-tenth majority of votes of present shareholders shall be necessary for the general meeting to decide concerning“:
a) change in the articles of association, unless it is a change due to an increase of the registered capital by the Board of Directors or a change based on other legal facts,
b) the registered capital increase or authorization of the Board of Directors according to §210 of the Commercial Code and Article 27,section 7 of these Articles of Association or the possibility to offset company´s outstanding debts against the claim for the payment of share issue rate
c) a decrease of registered capital
d) the emission of bonds
e) the abolishment of the company with liquidation and the proposal of the liquidation balance distribution
f) the approval of the appointment of the Supervisory Board´s members according to §31 and section 6 of the Commercial Code
- The existing wording of article 15, section 10 of the articles of association shall be abolished and replaced with a new wording:
"A qualified nine-tenth majority of the votes of present shareholders shall be necessary for decision of the general meeting to be taken concerning
a) elimination or restriction of the priority right to convertible or priority bonds as well as the priority right to subscribe new shares of the company pursuant to § 204a of the Commercial Code to increase the registered capital.
b) increase of the registered capital through non-monetary deposits
c) approval of the controlling agreement and agreement on the transfer of the profit as well as the changes thereof
d) fusion, division and changes in the legal form of the company.
e) approving the contract of the transfer or lease of the company or the part thereof
f) election and dismissal of the members of the Supervisory Board
- The existing wording of Article 15, section 11 of the Articles of Association shall be cancelled and replaced with a new wording:
“Besides the qualified or simple majority of votes of present shareholders, a qualified nine tenths majority of present shareholders holding respective shares shall be required for a decision of the general meeting to be taken concerning:
a) a change in the kind or form of shares
b) a change in rights associated with certain kind of shares
c) delisting of shares from the official stock market
- The existing wording of Article 17, section 1 of the Articles of Association shall be cancelled and replaced with a new one:
“The Board of Directors shall be comprised of three members who shall be appointed and dismissed by the Supervisory Board”
- The existing wording of Article 21, section 1 of the Articles of Association shall be cancelled and replaced with a new one:
“The Supervisory Board shall consist of six members of which four members shall be elected and dismissed by the general meeting and two members by the company´s employees provided that on the first day of the accounting period in which the general meeting takes place the company has more than 50 employees whose working hours exceed a half of weekly working hours stipulated by special legal regulation.”
- A new article no. 33 shall be added following the existing article 32 which reads as follows including the heading:
„ Temporary provision
- The provision of article 15, section 10, letter f) of the articles of association approved at the extraordinary general meeting on September 6, 2005 shall enter into effect on September 8, 2005. Until then, the version of the articles of association without this provision shall be applied.
- The functional period of the members of the Supervisory Board performing the functions at the moment of accepting the changes of the articles of association at the extraordinary general meeting held on September 6, 2005 shall terminate on September 7, 2005 regardless of the provision of article 21, section 3 of the articles of association“.
The following is the counterproposal to change in the company´s articles of association received from the shareholder Adam Černý, Czech ID no. 790101/0238, residing at Foersterova 8, Karlovy Vary, 360 01:
The existing wording of Article 15, section 9 of the articles of association shall be cancelled and replaced with a new one:
“A qualified 95% majority of present shareholders shall be required for a decision of the general meeting to be taken concerning:
a) a change in the articles of association, unless it is a change due to an increase of the registered capital by the Board of Directors or a change based on other legal facts,
b) the registered capital increase or authorization of the Board of Directors according to §210 of the Commercial Code and Article 27,section 7 of these Articles of Association or the possibility to offset company´s outstanding debts against the claim for the payment of share issue rate
c) a decrease of registered capital
d) the emission of bonds
e) the abolishment of the company with liquidation and the proposal of the liquidation balance distribution
f) the approval of the appointment of the Supervisory Board´s members according to §31 and section 6 of the Commercial Code
The existing wording of article 15, section 10 of the articles of association shall be abolished and replaced with a new wording:
"A qualified 95% majority of the votes of present shareholders shall be necessary for decision of the general meeting to be taken concerning
a) elimination or restriction of the priority right to convertible or priority bonds as well as the priority right to subscribe new shares of the company pursuant to § 204a of the Commercial Code to increase the registered capital.
b) increase of the registered capital through non-monetary deposits
c) approval of the controlling agreement and agreement on the transfer of the profit as well as the changes thereof
d) fusion, division and changes in the legal form of the company.
e) abolishment of the company with the transfer of the business assets to shareholders
f) decision on the transfer of shares to the main shareholder pursuant to § 183i and subsequent of the Commercial Code
g) acquiring one´s own interim certificates and shares
h) approving the contract of transfer or lease of the company or the part thereof
f) election and dismissal of the members of the Supervisory Board”< /p>
The existing wording of Article 15, section 11 of the Articles of Association shall be cancelled and replaced with a new wording:
“Besides the qualified or simple majority of votes of present shareholders, a qualified 95% majority of present shareholders holding respective shares shall be required for a decision of the general meeting to be taken concerning:
a) a change in the kind or form of shares
b) a change in rights associated with certain kind of shares
c) delisting of shares from the official stock market“
The change in the articles of association shall enter into effect on September 9, 2005