in relation to the intended sale of shares of UNIPETROL, a.s.

in SPOLANA a.s.

The Board of Directors of UNIPETROL, a.s., with its registered office at Klimentska 10, 110 05 Prague 1, identification number: 616 72 190 (the “ UNIPETROL”) announces that it intends to sell 81.78% ordinary shares (the “ Shares”) in SPOLANA a.s., with its registered office at ul. Prace 657, 277 11 Neratovice, identification number: 451 47 787 (the "Company") owned by UNIPETROL, as a whole to the winner of a public tender (the “ Tender”).

UNIPETROL hereby invites interested parties which are interested in purchase of the Shares to indicate their preliminary interest in acquisition of the Shares (the “ Preliminary Expression of Interest”). 

The Preliminary Expression of Interest must contain at least the following information:

• Confirmation of the intention of the interested party to participate in the Tender and acquire the Shares on the basis of Tender’s results;
• Information on the firm, identification number or other similar identification, registered office, name of contact person, contact address, telephone and fax numbers, e-mail address of the contact person of the interested party;
• Two copies of the interested party’s excerpt from the Commercial Register or other similar registration evidencing the incorporation and existence of the interested party (the copies do not need to be certified);
• Information on the interested party’s ownership structure, with respect to important owners;
• Information on the interested party’s scope of business and economic activities;
• Material rationale of the intention of the interested party to acquire the Shares;
• Financial statements of the interested party (containing balance sheet, profit and loss account and cash flow statement), also in consolidated version if the interested party is obligated to prepare consolidated financial statements, including auditors’ reports, for the last three years; and
• Planned manner of financing of the acquisition of the Shares. 
  

For consortia, each member of the consortium should provide the above information.

UNIPETROL invites the interested parties to submit their Preliminary Expression of Interest in English language in the written form by 6 February 2006 by 5:00 p.m. of Prague time at the latest, to the following address: 

Mr. Dariusz Marzec

Chief Investment Officer

UNIPETROL, a.s. 
Klimentska 10, 
110 05 Prague 
Czech Republic 
phone +420 225 001 475 
fax: +420 225 001 471

After evaluation by UNIPETROL of the Preliminary Expressions of Interest the selected interested parties will be informed of their further engagement in the Tender and, upon signature of a non-disclosure agreement, they will receive information on the further procedure in the Tender, as well as the information memorandum.

UNIPETROL reserves the right at any time during the Tender:

• to cancel, discontinue, terminate or modify the Tender or modify or supplement the rules of the Tender;
• to reject the Preliminary Expression of Interest or other offer by all interested parties or any of them;
• To request the provision of additional information from any interested party;
• To disclose the information provided by any interested party to its employees, advisors or members of the bodies of the company;
• Not to return to any interested party documents provided during the Tender; and
• To disclose information on participation of the interested party in the Tender and on submitting of the Preliminary Expression of Interest.

This announcement does not constitute a public offer of the Shares pursuant to Section 34 and following of Act No. 256/2004 Coll., as amended, or a public offer to conclude an agreement pursuant to Section 276 and following of the Commercial Code or an announcement of a public commercial tender pursuant to Section 281 of the Commercial Code. This announcement shall be governed by Czech law.

The interested parties shall have no right to claim reimbursement against UNIPETROL or the Company for any costs incurred in relation to their participation in the Tender or in connection with the Preliminary Expression of Interest.

In case of any questions relating to the Tender, as well as the Preliminary Expression of Interest, do not hesitate to contact the responsible contact persons:

Ms. Dagmara Gorzelana

Investment Manager

UNIPETROL, a.s. 
Klimentska 10, 
110 05 Prague 
Czech Republic 
phone +420 225 001 490 
fax: +420 225 001 471

UNIPETROL, a.s.​