A notice of an extraordinary General Meeting The Board of Directors of
UNIPETROL, a.s.
with its registered office at Klimentská 10, 110 05 Prague 1,
registered with the Commercial Register kept by the Municipal Court in Prague
in Section B, Insert No.3020
Identification number 61 67 21 90
(further only as the “Company”)
c o n v e n e
AN EXTRAORDINARY GENERAL MEETING
(further only as the “General Meeting”)
to be held on 6 September, 2005 from 6:00 p.m.
at Slovanský ostrov 226, 110 00 Praha 1
with the following agenda:
- Opening the General Meeting
- Approval of the rules of procedure for the General Meeting
- Elections of the working bodies of the General Meeting
- Changing the company´s articles of association
- Dismissal and appointment of the members of the Supervisory Board
- Conclusion
Registration of the shareholders starts on 6 September, 2005 at 5 p.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 authorisation 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 authorisation 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. 30 August, 2005.
Expenses related to the shareholders’ participation in the general meeting shall not be refunded.
Information for shareholders as to point 4 of the agenda:
The shareholder proposes the following changes in the Articles of Association:
1. The existing wording of Article 15, section 9 of the articles of association shall be cancelled and replaced with a new one:
“A qualified nine tenths majority of present shareholders shall be required for a decision of the general meeting to be taken concerning:
a) changes in the Articles of Association, except for changes in the Articles resulting from a registered capital increase decided upon by the Board of Directors or a change due to 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
.
2. 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
a) decision of the general meeting to be taken concerning:
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 there of
d) fusion,division and changes in the legal form of the company.
3. 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
4. The existing wording of the 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”
5. The existing wording of the 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 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.”
Proposed changes in the Articles of Association are available to shareholders in the company´s registered office from the day on which the notice of the general meeting was published, opening hours are on working days from 9:00 a.m to 12:00 a.m. The shareholder also has the right to request a copy of proposed changes at his own costs and risks.
UNIPETROL, a.s