The supplemented agenda of the Extraordinary General Meeting
Following the inside information of PARAMO, a.s. (“Paramo“) of 10 December 2008 and 12 December 2008 concerning the convocation of the Extraordinary General Meeting of Paramo convened at the request of the majority shareholder of Paramo, UNIPETROL, a.s., with its registered office at Prague 4, Na Pankráci 127, Post Code 14000, Id. No. 61672190, registered in the Commercial Registry maintained by the Municipal Court in Prague, Section B, Insert 3020 (“Unipetrol“) with respect to the squeeze-out of all other shares of Paramo, Paramo hereby informs that the following proposals within the meaning of Section 180(5) of the Czech Commercial Code concerning selected matters in the agenda of the Extraordinary General Meeting were delivered to Paramo by the shareholder MUDr. Petr Streitberg, residing at Na Kuthence 16, 160 00 Praha 6:
- As for Point 8 of the supplemented agenda of the Extraordinary General Meeting:
„The Extraordinary General Meeting of PARAMO, a.s. held on 6 January 2009 decides on the transfer of all other shares of Paramo a.s. to UNIPETROL, a.s., with its registered office at Prague 4, Na Pankráci 127, Post Code 140 00, Id. No.: 61672190, as a majority shareholder pursuant to Section 183i et seq. of the Czech Commercial Code, provided that the monetary consideration provided by the majority shareholder per each share of Paramo a.s. transferred from the ownership of other minority shareholders to the ownership of the majority shareholder amounts to CZK 1,797 (in words: one thousand seven hundred ninety seven Czech Crowns), where the amount of such determined consideration per one transferred share is a portion of each single share of Paramo, a.s. on the equity of the company, as specified in the latest audited financial statements of Paramo a.s. as at 31 December 2007, and where such amount represents an actual amount of the equity corresponding to one share of Paramo a.s., as recognized in the latest audited consolidated financial statements of Unipetrol a.s. as at 31 December 2007, i.e. the price for a share determined as so-called “fair value price”.
2. As for Point 4 of the supplemented agenda of the Extraordinary General Meeting:
„The Extraordinary General Meeting of Paramo, a.s. held on 6 January 2009 decides on the dissolution of the company with liquidation. The Extraordinary General Meeting of Paramo, a.s. held on 6 January 2009 concurrently appoints mgr. Václav Sládek, attorney-at-law, Birth No. 6906030626, residing at V Jirchářích 152/14, Prague 1, as the liquidator of the company. The Extraordinary General Meeting of Paramo, a.s. held on 6 January 2009 concurrently decides on the reimbursement of the liquidator so that the liquidator is entitled to the amount of 500,000 payable as at the registration of the liquidation of the company in the Commercial Registry, and the amount corresponding to 0.5% (half per cent) of the net liquidation balance after deduction of costs of liquidation.”
The Board of Directors of Paramo in the meeting held on 22 December 2008 acknowledged both the aforementioned proposals and, following their review, adopted in connection therewith the following positions:
A. Position concerning the proposal listed under 1) above:
In the notice convening the Extraordinary General Meeting of Paramo for 6 January 2009, published on 10 December 2008, the Board of Directors of Paramo made its statement concerning the reasonableness of the consideration in the amount of CZK 977 (in words: nine hundred seventy seven Czech Crowns) per one (1) share of Paramo. The Board of Directors of Paramo insists on its aforesaid statement.
The position of the Board of Directors of Paramo is not binding for the shareholders of Paramo and the decision on the proposal listed under 1) above is fully within the powers of the General Meeting of Paramo.
B. Position concerning the proposal listed under 2) above:
The Board of Directors of Paramo does not find any economic reasons for the proposed dissolution
of the company with liquidation.
The position of the Board of Directors of Paramo is not binding for the shareholders of
Paramo and the decision on the proposal listed under 2) above is fully within the powers of the
General Meeting of Paramo.
Board of Directors of PARAMO, a.s.
