ORLEN Unipetrol

Information on procedure and resolutions of the extraordinary shareholders´meeting

29-09-2006

Approval of the amendment to Unipetrol’s Articles of Association so that the decision on strategic objectives and basic tasks of the long-term business plan of Unipetrol and their modifications is vested to the shareholders’ general meeting.

The proposal was not accepted by the general meeting.
Discussion and approval of Unipetrol’s annual report for the year 2005, including the discussion of the expected development of Unipetrol’s operations in the year 2006 and the related matter of transferring Unipetrol’s shareholding in Kaučuk, a. s., and Spolana, a. s., to third parties.

On the basis of the legal analysis, which concluded that proceeding with this matter at the general meeting would breach Czech law, the Board of Directors of Unipetrol suggested not to deal with this matter and it has not been addressed by the general meeting at all.

This opinion is based on the fact that the general meeting may exercise only those powers which are vested to it by law or Unipetrol’s Articles of Association. The above-listed matter proposed by Goldenfrazil to the agenda of the general meeting is clearly outside the powers of the general meeting as neither law nor the Articles of Association authorize the general meeting to deal with the proposed matter.

The shareholders’ general meeting of Unipetrol may only discuss and approve the financial statements and the report on business activities of Unipetrol and state of its assets. In that connection, the shareholders may ask questions concerning business activities of Unipetrol. The financial statements and report for the year 2005 were presented to and approved by the shareholders at the annual shareholders’ general meeting held on June 22, 2006. There, all attending shareholders already had an ample opportunity to ask the Board of Directors questions concerning the financial statements, report and divestment processes of Kaučuk and Spolana and received full answers.

For the sake of completeness, it is noted repeatedly that the divestment processes of Kaučuk and Spolana are closely monitored and overseen by the Supervisory Board of Unipetrol and subject to its prior approval. When completed, Unipetrol’s Board of Directors will provide, to the maximum extent permitted by law and legitimate interests of Unipetrol, to Unipetrol’s shareholders all relevant information concerning the divestments. In addition, information about the divestments will be included in the annual report of Unipetrol for the year 2006.
Approval of the removal of Mr. Miloslav Suchánek from his position of the member of Unipetrol’s Supervisory Board and the election of Mr. Vlastimil Janeček to such position.

Neither this proposal was accepted by the general meeting.

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