The matters in the agenda of the Extraordinary General Meeting of Paramo
The Board of Directors of PARAMO, a.s. with its registered office at Přerovská 560, Pardubice, Post Code : 530 06, Id No.: 48173355, registered with the Commercial Register held by the District Court in Hradec Králové, Section B, Insert 992 („Paramo“) received on 10 December 2008 a request made in compliance with Sections 181(1) and 182(1)(a) of the Commercial Code by Mr. Petr Streitberg, a shareholder of Paramo owning the shares of Paramo representing more that 3 per cent stake in the registered capital of Paramo to supplement the below matters in the agenda of the Extraordinary General Meeting of Paramo convened for 6 January 2009:
- Decision on dissolution of Paramo through its liquidation
- Decision on removal of all members of the Board of Directors
- Decision on election of members of the Board of Directors
- Decision on removal of all members of the Supervisory Board save for these elected by the employees
- Decision on election of members of the Supervisory Board save for these elected by the employees
- Decision on payment of extraordinary dividends
Further to its review, the Board of Directors of Paramo decided to satisfy this request save for the matters under no. 2 and 3 of the request which do not fall within the powers of the General Meeting of Paramo by the Company´s Articles and to supplement the following matters to the agenda of the Extraordinary General Meeting of Paramo:
- Decision on dissolution of Paramo through its liquidation
- Decision on removal of all members of the Supervisory Board save for these elected by the employees
- Decision on election of members of the Supervisory Board save for these elected by the employees
- Decision on payment of extraordinary dividends
so the amended agenda of the Extraordinary General Meeting of Paramo will be as follows:
- Opening of the General Meeting
- Approval to the rules of procedure for the General Meeting
- Election of persons into the working bodies of the General Meeting
- Decision on dissolution of Paramo through its liquidation
- Decision on removal of all members of the Supervisory Board save for these elected by the employees
- Decision on election of members of the Supervisory Board save for these elected by the employees
- Decision on payment of extraordinary dividends
- Decision on transfer of all other shares of Paramo to UNIPETROL, a.s., with its registered office at Prague 4, Na Pankráci 127, Post Code: 140 00, Id No.: 61672190, as the majority shareholder of Paramo, within the meaning of 183(i) et sq. of the Commercial Code
- Closing of the General Meeting
UNIPETROL, a.s., with its registered office at Prague 4, Na Pankráci 127, Post Code: 140 00, Id No.: 61672190, registered with the Commercial Register held by the City Court in Prague, Section B, Insert 3020 („Unipetrol“), as the majority shareholder of Paramo, which requested in accordance with Section 183(i)(1) of the Commercial Code the Board of Directors of Paramo for convocation of the Extraordinary General Meeting of Paramo for 6 January 2009, granted its consent to the above amended agenda of the Extraordinary General Meeting of Paramo.
Paramo further received on 10 December 2008 a request of the above mentioned shareholder made in compliance with Sections 181(1) and 182(1)(b) of the Commercial Code addressed to the attention of the Chairman of the Supervisory Board of Paramo to review the performance of powers of the Board of Directors regarding its opinion on the reasonableness of the consideration in the amount of CZK 977 per share of Paramo proposed by Unipetrol to be paid to the other shareholders of Paramo after the transfer of all other shares in Paramo to Unipetrol.
In Pardubice on 12 December 2008
Board of Directors of PARAMO, a.s.
12 Dec 2008




