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

upon request of a shareholder owning shares whose total nominal value exceeds 3% of the company´s capital stock according to provision of article 181, para. 1 and 2 of the Commercial Code

AN EXTRAORDINARY GENERAL MEETING

(further only as the “General Meeting”)

to be held on 13 April, 2006 from 9:00 a.m.

at Hotel Hilton Prague, Pobřežní 648/1, 186 00 Praha - Karlín

with the following agenda:

1. Opening the General Meeting
2. Approving the rules of procedure for the General Meeting
3. Election of persons for working bodies of the General Meeting
4. Changing the company´s articles of association
5. Dismissal and appointment of the members of the Supervisory Board
6. Basic strategic objectives and basic tasks of the company´s long-term business plan
7. Conclusion

Registration of the shareholders starts on 13 April, 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 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. 6 April, 2006.

Expenses related to the shareholders’ participation in the general meeting shall not be refunded.

Information for shareholders concerning item 4 of the agenda:

Description of proposed changes in the Articles of Association:

·        Amendment to acting on behalf of the company

It is proposed that the acting on behalf of the company be adjusted in the way that the provision be abolished concerning the joint acting of least five members  of the Board of Directors in case that neither the Chairman nor the Vice-chairman of the Board of Directors are elected.

·        Amendment to competencies of the General Meeting

It is proposed to exlcude the following competencies of the General Meeting a) decision on issuing debentures, except for debentures pursuant to article 160 of the Commercial Code, (b) decision on acquisition of own shares of the company, except for cases where such decision is required by the Commercial Code, (c) decision on drawing on that part of the contingency fund  which is not liable to obligatory decision of the General Meeting, (d) decision on lease or encumber of the company´s fixed assets, (e) decision on approving basic strategic objectives and basic tasks of the long-term business plan of the company, (f) decision on audit (due diligence process) and (g) decision on the volume of finance means for sponsorship purposes. The following is proposed to fall within the competencies of the General Meeting: (a) decision on establishment and liquidation of any fund created from profits and on rules for using such funds, (b) decision on due payment date of dividends.

·        Amendment to the way of publishing the notice of convening the General Meeting and organization of the General Meeting

It is proposed that the number be reduced of sources where the notice of convening the

General Meeting is published and that it be restricted only to Hospodářské noviny. Further, it

is proposed that the Board of Directors be obliged to organize the General Meeting, adding

that if more than one half of the members of the Board of Directors is missing, then the

General Meeting shall be organized by the body of the company to have convened the

General Meeting.

·        Amendment to competencies of the Board of Directors

It is proposed that some acts by the company´s Board of Directors be possible only after prior consent of the Supervisory Board, particularly in matters relating to (a) encumbrance, alienation or lease of the company´s property in excess of established accounting value, (b) issuing debentures, except for those whose issuing is liable to the approval of the General Meeting, (c) acceptation of a loan (credit) or any other type of financial indebtedness exceeding established value, (d) performing financial investments exceeding established value, (e) providing any indemnification, guarantee or other security for any third party obligations having the value greater than the established amount,

(f) sponsoring and donations exceeding the established value, (g) setting up and dissolving

 foreign branches, (h) establishing legal entities and acquisition, encumbrance and alienation

of participations in these legal entities and investments in these legal entities, (i) the exercise

of voting rights at general meetings of directly owned subsidiaries, i.e. those in which the

company directly holds at least 50% of the registered capital and whose turnover reaches at

least CZK 15.000.000,  in respect of essential corporate matters, i.e. electing and appointing

statutory and supervisory bodies of direct subsidiaries and discharging supervisory bodies of

direct subsidiaries, deciding on amendments to the Articles of Association, distribution of

profit, merger, winding up, split, change in legal form or sale, lease or pledge of a company´s

subsidiary enterprise. Further, it is proposed that the Board of Directors request prior opinion

of the Supervisory Board before taking the following decisions: (a) determining strategy and

setting up plans for the company, (b) decisions on changes in the  company’s organizational

structure and organizational code at the first and second managerial levels below the board of

directors, (c) discharge of statutory bodies of direct subsidiaries or their members, (d)

accepting and amending the rules of procedures of the Board of Directors, (e) documents

submitted by the Board of Directors to the General Meeting, (f) proposals of managerial

contracts for the chief executive officer and members of the Board of Directors who are the

company´s employees, including establishing their contractual salaries, (g) drawing on that

part of the contingency fund  which is not liable to obligatory decision of the General Meeting

and (h) proposals of the Board of Directors for increasing registered capital by the Board of

Directors pursuant to article 210 of the Commercial Code. The competencies of the Board of

Directors shall further include deciding on (a) appointing and dismissal of the chief executive

officer and (b) appointing and dismissal of auditor, while taking into account the opinion of

the Supervisory Board on this matter.

·        Amendment to the number of members of the Board of Directors, amendment to the duration of their term and amendment to the frequency of their sessions

It is proposed that the existing number of five members of the Board of Directors be increased to seven, and their term be reduced from current five years to three years. Further it is proposed that the Board of Directors meet at least once in two weeks instead of meeting at least 10 times a year. A new proposal has been submitted that the meeting of the Board of Directors be convened within three days (instead of former 20 days) from receiving a request of the member of the company´s Board of Directors or Supervisory Board and the meeting take place within 10 days at the latest from receiving such request.

·        Amendment to competencies of the Supervisory Board

It is proposed that the Supervisory Board give consents to and opinions on some acts and decisions of the Board of Directors (see Amendment to competencies of the Board of Directors).

·        Amendment to the number of members of the Supervisory Board, amendment to the duration of their term and amendment to the frequency of their sessions

It is proposed that the number of the members of the Supervisory Board be cut down from the existing 12 members to 9 and their term be reduced from the existing five to three years. Further, it is proposed that the Supervisory Board be obliged to meet as necessary, however, once in two months at minimum instead of meeting at least once in three months. Based on this proposal the Supervisory Board shall elect two Vice-chairmen instead of one from among its members.

·        Establishment of Supervisory Board Committees

It is proposed that Supervisory Board committees be established as advisory bodies to the Supervisory Board, namely : committee for personal issues and remuneration, (b) finance and audit committee, (c) committee for administration and management of the company and (d) committee for strategy and development. Members of Supervisory Board committees shall be appointed and dismissed by the Supervisory Board, and only a member of the Supervisory Board can become the member of a committee. Supervisory Board committee members are proposed to be elected for a term of three years and further it is proposed that Supervisory Board committees are obliged to have sessions as necessary, however once a quarter at least.

·        Other changes

Further it is proposed that text be made more precise of some other existing provisions of the Articles of Association – the following competencies of the General Meeting will have new wording: (a) dispositions pursuant to article 67 of the Commercial Code and on the pledge over the enterprise and (b) dispositions pursuant to provision of article 193, para.2 of the Commercial Code, former reference to article 31, para.5 and 6 of the Commercial Code shall be replaced by reference to article 381, para.5 and 6 throughout the entire text of the Articles of Association. Further it is proposed that the company´s mission newly include the following: securing financing and developing financing systems for the group of directly and indirectly controlled companies and development of human resources and human resource systems for the group of directly and indirectly controlled companies. 

The company´s Board of Directors notifies shareholders that if they are going to raise counterproposals to the proposal for amendments to the Articles of Association at the General Meeting, they are obliged under article 180 para.5 of the effective Commercial Code to deliver their proposal or counterproposal in written form to the seat of the company five days before the date of the General Meeting at the latest.

Proposals for amendments to the Articles of Association are available to shareholders for inspection at the company´s seat for 15 days before the date of the General Meeting, i.e. from 29 March, 2006, at working days from 9.00 a.m. to 12.00 noon. The shareholder is entitled to a copy of the proposal of the Articles of Association to be sent to him at his own cost and risk.

The Board of Directors

UNIPETROL, a.s.​