EX-99 14 ex99-12.htm ARTICLES OF ASSOCIATION OF UNITED ENERGY Articles of Association for United Energy, a.s.

United Energy a.s., with its registered office in Most - Komorany,
Teplarenska 2, postal code 434 03

BOARD OF DIRECTORS

OF THE JOINT STOCK COMPANY

United Energy, a.s.

pursuant to Article 39 paragraph 5 of the Articles of Association

executed

the full Articles of Association of United Energy, a.s.

with its registered office in Most – Komorany, Teplárenská 2,

postal code 434 03

approved by the Founder on April 28, 1992

as follows from changes and amendments made

by the Ordinary General Meeting's decision on October 15, 1992,
by the Ordinary General Meeting's decision on January 21, 1993,
by the Ordinary General Meeting's decision on July 28, 1993,
by the Ordinary General Meeting’s decision on May 27, 1994,
by the Extraordinary General Meeting’s decision on December 20, 1995,
by the Ordinary General Meeting's decision on May 31, 1996,
by the Ordinary General Meeting’s decision on May 28, 1997,
by the Extraordinary General Meeting’s decision on February 20, 1998,
by the Ordinary General Meeting’s decision on June 24, 1998,
by the Extraordinary General Meeting’s decision on September 28, 1998
and by the Extraordinary General Meeting’s decision on June 29, 2000,
on the basis of other legal facts (Section 173(4) of the Commercial Code)
with an execution of the valid full Articles of Association by the Board of Directors
on April 26, 2001
and a decision of the Ordinary General Meeting on June 28, 2001.

ARTICLES OF ASSOCIATION

of the joint stock company United Energy, a.s.
with its registered seat at Most - Komorany, Teplarenska 2, postal code 434 03
dated April 28, 1992, as amended

CHAPTER O N E

GENERAL PROVISIONS

Article 1

Commercial Name and the seat of the Company

Commercial Name: United Energy, a.s.
Company identification number: 46 70 81 97
Seat: Most - Komorany, Teplarenska 2, postal code 434 03
Legal form of the legal entity: joint stock company
Tax identification number: 206 -46708197
The Company has been established for an indefinite period of time.
The Company was formed on May 1, 1992 and is recorded in part B, insert 242 of the Commercial Register, at the District Court in Ústí nad Labem, as the competent Registration Court.

Article 2

Company Scope of Business Activity

The Company scope of business activity includes:
1. Generation of electricity.
2. Generation of heat.
3. Distribution of heat.
4. Investor/Engineering activity.
5. Business activity in waste management.
6. Business activity in dangerous waste management.
7. Providing software.
8. Road truck transport.
9. Road passenger transport.
10. Revisions and tests of specified pressure equipment.
11. Catering.
12. Accommodation - tourist hostel - category *.
13. Economic and organization consulting.
14. Bookkeeping.
15. Administrative services.
16. Administration of personnel and wage files.
17. Activities in security and health protection at work.
18. Purchase of goods for the purpose of its resale and sale.
19. Warehousing.
20. Lease of non-residential space and real properties with providing other than general services.
21. Washing, ironing, pressing.
22. Filing services.
23. Technical/Organizational activity in fire protection.
24. Digital processing of technical documentation.
25. Service and assembly of metering devices.
26. Lease of tangible fixed assets.
27. Automated data processing.
28. Consulting activity in environmental and ecological areas (except for the activities listed in the provision of Section 3 and the trades listed in Appendices No. I - III. of Act No. 455/1991 Coll., Trades Licensing Act).
29. Intermediation activity in business and services.
30. Sampling of surface- and waste-water.
The Company, as an entrepreneur, undertakes business activity:
1. based on Act on Business Conditions and Public Administration in the Energy Sectors, No. 222/1994 Coll., and on the State Energy Inspection, as amended (items 1 through 3 of Paragraph 1 of this Article of the Articles of Association),
2. based on Trade Licensing Act, No. 455/1991 Coll., as amended (items 4 through 30 of Paragraph 1 of this Article of the Articles of Association).

CHAPTER T W O

THE COMPANY REGISTERED CAPITAL AND SHARES

Article 3

The Company registered capital and the extent to which it has been paid up and
the method of paying up the issue price of shares including the consequences of
breaching the duty to pay up the subscribed shares on time

The total value of Company’s registered capital is CZK 1,912,932,200 (in words one billion nine hundred and twelve million nine hundred thirty two thousand two hundred Czech crowns).
The extent to which the registered capital has been paid up in the amount mentioned in paragraph 1 of this Article of the Articles of Association: 100 per cent.
At every increase of the registered capital, the share premium and 50 per cent of the nominal value of shares subscribed by monetary contributions and all nonmonetary (in-kind) investment contribution have to be paid prior to their record into the Commercial Register. The remaining shares subscribed by monetary contributions have to be paid no later than in one year from the record of the increase of registered capital into the Commercial Register.
If the subscriber does not pay the issue rate of subscribed shares or its due part, he is called on by the Board of Directors to pay it in allowed time of 60 days from delivery of the notice.
When the duty to pay the issue rate of subscribed shares or its due part is breached, the subscriber shall pay 20 per cent (in words: twenty per cent) of the due amount per year.

Article 4

The Company registered capital mentioned in Article 3 Paragraph 1 is distributed into 10,072,541 shares (in words ten million seventy two thousand five hundred forty one shares).
Type of shares: common stock, no special rights are connected with these shares.
Form of shares: bearer shares.
Value of shares: the Company registered capital is divided into 1,006,309 (in words: one million six thousand three hundred nine) shares with the nominal value CZK 1,000 (in words: one thousand Czech crowns) and into 9,066,232 (in words: nine million sixty six thousand two hundred thirty two) shares with the nominal value CZK 100 (in words: one hundred Czech crowns).
The sum of share nominal values corresponds to the amount of the Company registered capital.
Number of votes connected with one share: one share with nominal value CZK 1,000 (in words one thousand Czech crowns) is connected with the right to apply 10 votes (in words ten votes) at the General Meeting, one share with nominal value CZK 100 (in words one hundred Czech crowns) is connected with the right to apply 1 vote (in words: one vote).
Form of shares: uncertificated shares.
The shares are accepted to be traded in public. The following ISIN was assigned to the shares as the listed securities:
1. ISIN: CS0008458659 to the shares with the nominal value of CZK 1,000 (in words: one thousand Czech crowns),
2. ISIN: CZ0005113308 to the shares with the nominal value of CZK 100 (in words: one hundred Czech crowns)
The bearer shares are unrestrictedly transferable. The rights attached to an uncertificated bearer share are exercised by a person recorded in files of uncertificated securities pursuant to a specific act.

Article 5

List of Company shareholders

The list of shareholders owning uncertificated Company shares is substituted by the files of uncertificated securities recorded in compliance with a specific act by the Securities Center (Securities Issuer Register).

CHAPTER T H R E E

INCREASE AND REDUCTION OF THE COMPANY REGISTERED CAPITAL

(CHANGES IN THE COMPANY REGISTERED CAPITAL)

Article 6

Increasing the Company Registered Capital

The increase of the Company registered capital is governed by the provision of Section 202 et seq of the Commercial Code.
The Company can increase the registered capital as follows:
1. increase of registered capital by subscription of new shares,
2. by a conditional increase of registered capital,
3. by the increase of registered capital from own Company sources,
4. by a combined increase of registered capital,
5. by increase of registered capital by decision of the Board of Directors.
General Meeting or the Board of Directors decides on the increase of registered capital based on delegation by the General Meeting in compliance with the Commercial Code and the Articles of Association.
The effects of the increase of registered capital start on the day of the record of its amount into the Commercial Register.
The terms and the procedure of the conditional increase of registered capital is governed by the provision of Section 160 and Section 207 of the Commercial Code. If the General Meeting decided to issue convertible or priority bonds, it shall simultaneously accept the resolution on the increase of registered capital in such extent, in which convertible rights from convertible bonds or priority rights from priority bonds (Article 3 Paragraph 1 of the Articles of Association) can be applied.
The Board of Directors can be authorized by a resolution of the General Meeting, to decide, under the terms specified by the Commercial Code and the Articles of Association, on the increase of registered capital by means of a share subscription or from the Company’s equity, with exception of retained profit, but by no more than one-third of the existing amount of registered capital in the time when the General Meeting authorized the Board of Directors to decide on the increase of registered capital (“the authorization to increase the registered capital”). The Board of Directors’ authorization to increase the registered capital replaces the decision of the General Meeting to increase the registered capital. The authorization must specify nominal value, type, form and format of shares that shall be issued to increase the registered capital. The Board of Directors, within the scope of such authorization, may increase the registered capital even more than once, if the total amount of such registered capital increase does not exceed the fixed limit. If the Board of Directors is authorized to decide on the increase of the registered capital by means of nonmonetary contributions, the authorization to increase registered capital must also contain the specification, which Company body shall decide on the valuation of a nonmonetary contribution based on an expert opinion, such expert or experts having been appointed pursuant to Section 59(3) of the Commercial Code.
A notarial deed shall be made on the Board of Directors’ decision. The Board of Directors decision to increase the registered capital is recorded into the Commercial Register. An authorization to increase registered capital shall not be recorded into the Commercial Register. The provisions of Sections 203 through 209 of the Commercial Code shall apply to the procedure to increase registered capital pursuant to Paragraph 6 of this Article as appropriate.
The authorization to increase the registered capital may be conferred for a period of up to five years after the day when the General Meeting, which resolved to authorize the increase of registered capital, was held.

Article 7

Rules of the Procedure of the Company Registered Capital Increase

The following rules have to be observed at registered capital increase

the General Meeting decides on the increase of the registered capital based on the Board of Directors' proposal, or the Board of Directors based on the authorization of the General Meeting,
the invitation to, or notice of, a General Meeting shall also include, in addition to the particulars under section 184(5) of the Commercial Code, at least the information under Section 202(2) to (4) of the Commercial Code.
by 30 days from the resolution of the General Meeting, the Board of Directors shall file an application for its entry in the Commercial Register,
resolution on the entry shall be published by the Board of Directors without undue delay after its entry into the Commercial Register,
resolution of the General Meeting on increase of the registered capital is performed by the Board of Directors,
in case of breach of the duty to pay the issue rate of subscribed shares the subscriber pays the due interest in accordance with Article 3 Paragraph 4 of the Articles of Association,
the Board of Directors shall file an application for entry of the new amount of the registered capital into the Commercial Register. The effects of the registered capital increase start on the day of such entry.

Article 8

Reduction of the Company Registered Capital

The reduction of the Company registered capital is possible only based on the decision of the General Meeting. Reduction of the registered capital is governed by the provisions of Sections 211 through 216b of the Commercial Code.
The Company can reduce its registered capital as follows:
1. by decreasing the nominal value of shares and interim certificates,
2. by withdrawing shares from circulation on the basis of a drawing of lots,
3. by withdrawal of shares from circulation on the basis of a public proposal,
4. by abandonment of a share issue.
The value of the Company registered capital can not be reduced under the level set by law, CZK 2,000,000 (in words two million Czech crowns).
The reduction of the registered capital may not impair the creditors' ability to recover their receivables.

Article 9

Rules of the Procedure of the Company Registered Capital Reducing

On the Company registered capital reducing by withdrawing shares from the market the procedure shall follow the following rules:
1. based on drawing (Section 213b of the Commercial Code) the procedure is as follows:
  - the Company shall issue an order to number shares to the Securities Center and simultaneously shall ask for a statement from the registry of uncertificated securities which must also contain the share numbers,
  - no later than ten days from the day when the order for shares numbering was issued, the Board of Directors shall secure the choice of shares by drawing,
  - the course and results of the choice by drawing with publishing of drawn shares shall be certified by a notarial deed,
  - the Board of Directors shall announce the results of drawing in the way set by law and by Article 20 Paragraph 5 of the Articles of Association and the announcement has to comprise the particulars mentioned in Section 213b(3) of the Commercial Code,
  - the Company is obliged to pay at least such a consideration for the drawn shares, which is set in accordance with the rules set in Section 186a(4) of the Commercial Code,
  - the Board of Directors shall inform the Securities Center about the drawing results together with the order to cancel the numbering of not drawn shares,
  - the Board of Directors shall file an application for entry of such new value of Company registered capital in the Commercial Register,
  - after the new value of the Company registered capital has been entered into the Commercial Register, the Board of Directors shall issue an order to the Securities Center to cancel the drawn shares. An extract from the Commercial Register documenting entry of the reduced amount of the Company registered capital must be enclosed with the company’s order.
2. based on the public proposal (Section 213c of the Commercial Code) the procedure is as follows:
  - Shares may be withdrawn from the market on the basis of a public offer for a contract for the purchase of shares or for the withdrawal of shares from the market without a consideration,
  - the provisions of Section 183a through 183c and 183e through 183g of the Commercial Code shall apply to the public offer of the contract on free share withdrawal from the market as appropriate,
  - if this draft is accepted, the Board of Directors shall give an order to the Securities Center to hold up rights to dispose with those shares, regarding which the draft was accepted,
  - the Board of Directors, based on authorization of the General Meeting, shall issue proposal for the record of the new value of the registered capital into the Commercial Register in such an extent, in which the public offer of contract was accepted by the shareholders,
  - after the record of the registered capital value into the Commercial Register the Board of Directors without undue delay shall give an order to the Securities Center to cancel shares, which were bought by the Company based on the public offer of contract.
The procedure of Company registered capital reducing is as follows:
1. the General Meeting decides about the registered capital reducing based on the Board of Directors' proposal,
2. also the particulars mentioned in Section 211(1) of the Commercial Code are mentioned in the announcement on holding the General Meeting in addition to the particulars mentioned in Section 184(5) of the Commercial Code,
3. The resolution of the General Meeting to reduce the Company’s registered capital shall be entered in the Commercial Register. The petition for such entry shall be filed by the Board of Directors within 30 days of the General Meeting’s resolution,
4. the resolution on the entry is published by the Board of Directors in the way specified in Article 20 Paragraph 5 of the Articles of Association, without undue delay after its entry into the Commercial Register,
5. the resolution of the General Meeting to reduce the registered capital is exercised by the Board of Directors,
6. The Board of Directors is obligated to notify in writing, within 30 days after the resolution of the General Meeting on reduction of registered capital became effective with respect to third parties, the extent of the reduction of registered capital to all known creditors whose claims against the company arose prior to the day when this resolution became effective with respect to third parties, the aforesaid notification including also an invitation to submit their claims under provision of Section 215(3) of the Commercial Code. The Board of Directors shall secure the publishing of General Meeting’s decision on the registered capital reduction after its entry into the Commercial Register, at least twice with a thirty-day interval by the way mentioned in Article 20 Paragraph 5 of the Articles of Association, and with a notice for creditors that they announce their receivables pursuant to provision of Section 215(3) of the Commercial Code.
7. the Board of Directors shall file an application for entry of such registered capital reduction in the Commercial Register in the deadline mentioned in Section 216 of the Commercial Code.

CHAPTER F O U R

SHAREHOLDERS’ RIGHTS

Article 10
The right to participate in the General Meeting and to vote at it, the method of
voting

The shareholders exercise their rights concerning the Company management at the General Meeting.
The shareholder is entitled to vote in the General Meeting, either personally or by means of an individual or a legal entity - a proxy - based on the power of attorney with shareholder’s authenticated signature under the simultaneous meeting of the condition of shareholder’s participation in the General Meeting (Article 18 of the Articles of Association).
At the General Meeting, shareholders vote by means of voting slips, which are signed by them with simultaneous putting down of their number of shares. The details of voting are mentioned in General Meeting rules of procedure and voting, approved by the General Meeting.

CHAPTER F I V E

COMPANY BODIES

Article 11

Company Bodies

The Company bodies are as follows:
1. the General Meeting,
2. the Board of Directors,
3. the Supervisory Board.
The General Meeting can establish other Company bodies by changing the Articles of Association. In such case the decision of the General Meeting must contain a specified number of its members, and also specification of their powers and way of their decision making.

Division I

GENERAL MEETING

Article 12

Status of the General Meeting

The supreme Company body is the General Meeting. It consists of all its present shareholders.
The General Meeting is competent to decide about all matters, which are entrusted to its competence by the law or the Articles of Association.
The General Meeting decides by means of its resolutions, which are obligatory for the Company and its bodies.

Article 13

Powers of the General Meeting

It is within the powers of the general meeting to:
1. decide to modify the Articles of Association unless it is a change as a consequence of registered capital increase by the Board of Directors pursuant to Section 210 of the Commercial Code or a change as a consequence of other legal facts,
2. decide to increase or reduce the registered capital or to authorize the Board of Directors pursuant to Section 210 of the Commercial Code or to set off a receivable from the company against a receivable relating to the amount of an issue price,
3. decide to reduce the registered capital and to issue bonds pursuant to Section 160 of the Commercial Code,
4. elect and recall Board of Directors' members,
5. elect and recall Supervisory Board’s members and other bodies’ members set by the Articles of Association, with the exception of Supervisory Board members elected pursuant to Section 200 of the Commercial Code,
6. approve the ordinary or extraordinary financial statements and consolidated financial statements and in cases set by law also the interim financial statements, and to decide on the profit distribution, the making good of a loss and determination of directors fee (emoluments),
7. decide on the financial remuneration of Board of Directors' and Supervisory Board's members,
8. decide to apply for the listing of the company's participating securities under another Act, or to revoke their listing,
9. decide to wind up the Company in conjunction with its liquidation, to appoint and recall the liquidator, including determining the amount of the liquidator’s remuneration, approve the plan for distribution of the liquidation remainder,
10. decide on Company merger, transfer of business assets to a sole shareholder or on division, and/or a change of legal form,
11. decide whether to conclude a contract if its object is the transfer of an enterprise or its part, or lease of an enterprise or its part, or whether to conclude such contract with a controlled person,
12. approve a controlling agreement (Section 190b of the Commercial Code), the profit transfer agreement (Section 190a of the Commercial Code) and a silent partnership agreement and their amendments,
13. decide on other matters, which the Commercial Code or the Articles of Associations entrust to the General Meeting's competence.
The General Meeting may not reserve the right to decide on a matter which neither the law nor the Articles of Association entrust to its competence.

Article 14

Convening of the General Meeting

The General Meeting is held at least once a year, however no later than on June 30 of the current calendar year, and is called by the Board of Directors, possibly its member under conditions of Section 184(3) of the Commercial Code.
The Supervisory Board convenes the General Meeting if it is required by Company interests, and proposes necessary measures at the General Meeting. Provisions of Section 184 through 190 of the Commercial Code are valid for General Meeting convocation as appropriate.
If the General Meeting is convened by the Supervisory Board, the Board of Directors has to cooperate adequately (especially it is obligated to apply for an abstract from the statutory registry of uncertificated (book-entry) securities - securities issuer register).
The day specified for participation at General Meeting is the seventh calendar day before the day of holding the General Meeting (Article 18 Paragraph 1 of the Articles of Association). The Board of Directors is obligated to apply for an abstract from the statutory registry of securities (record from securities issuer register) as valid on the decisive day. In case of a substitute General Meeting, the Board of Directors shall apply for an abstract from securities issuer register (Article 19 Paragraph 8 of the Articles of Association).
The Board of Directors is obligated to publish the announcement on holding the General Meeting at least 30 days prior to holding the General Meeting, namely in one nation-wide distributed daily newspapers – Hospodárské noviny. If, in the meantime, this daily stops to be distributed nation-wide or stops to be a daily or stops to be distributed at all, the announcement on holding the General Meeting shall be published in another nation-wide distributed daily. Then, the nearest General Meeting, shall determine another daily distributed nation-wide daily for this purpose.
The announcement on holding the General Meeting contains at least the following data:
1. commercial company and seat of the Company,
2. venue, date and hour of the General Meeting,
3. whether it is an ordinary, extraordinary or substitute General Meeting that is being convened,
4. the agenda of the General Meeting,
5. the decisive day for participation in the General Meeting.
The main data in the financial statements with specifying the time and place, in which the financial statements can be seen by Company shareholders, is part of the announcement on holding the General Meeting, on which the ordinary, extraordinary and consolidated financial statements shall be approved. If the change in the Articles of Association is on General Meeting’s agenda, the announcement on holding the General Meeting must at least characterize the principle of proposed changes and the proposal of changes in the Articles of Association must be open to public inspection on the Company registered seat within the period set for convening the General Meeting. A shareholder has the right to ask for mailing a copy of the proposal of the Articles of Association on own costs and on own account. The shareholders must be notified about these rights in the announcement on holding the General Meeting.
After holding one General Meeting, another General Meeting must not be held earlier than in two business days.
The venue, date and time of holding the General Meeting must be determined in such a manner as not in any way to prevent shareholders attending at the General Meeting.

Article 15

Convocation of an Extraordinary General Meeting in case of the Request of
Qualified Shareholders Minority

The shareholder or shareholders of the Company, whose registered capital is higher than CZK 100,000,000, who have shares, which total value exceeds 3 per cent of the registered capital, and further the shareholder or shareholders of the Company, whose registered capital is CZK 100,000,000 and lower, who have shares, whose total nominal value exceeds 5 per cent of registered capital, can ask the Board of Directors to call an extraordinary General Meeting to discuss the proposed matters (Section 181(1) of the Commercial Code).
The Board of Directors shall convene an Extraordinary General Meeting so that it takes place no later than 40 days from the day, when the Board of Directors received the request for its convocation. The deadline mentioned in Section 184(4) of the Commercial Code and Article 14 Paragraph 5 of the Articles of Association is being shortened to 15 days. The Board of Directors is not entitled to change the proposed agenda. The Board of Directors is entitled to amend the agenda only with consent of persons, who requested to convene the Extraordinary General Meeting pursuant to Section 181(1) of the Commercial Code and paragraph 1 of this Article of the Articles of Association.
Revocation or change of date of holding of an extraordinary General Meeting on a later date, convened according to Section 181, is regulated by Section 184(7) of the Commercial Code and Article 17 Paragraph 2 of the Articles of Association.

Article 16

Convocation of an Extraordinary General Meeting in a Special Case

The Board of Directors shall convene a General Meeting, without undue delay, when it ascertains that a settlement of a loss shown in any of the financial statements from the company’s disposable funds would still leave an unsettled amount representing half of the registered capital of the company, or this result may be expected with respect to all circumstances, or if the board establishes that the company has become insolvent, and propose to the general meeting that the company be wound up, or another measure to be adopted, unless a specific legislative regulation provides otherwise.

Article 17

Revocation of the General Meeting or Change of Date of its Holding

The General Meeting can be revoked or the date of its holding can be changed for a later date. The revocation of the General Meeting or the change of the date of its holding have to be announced in the way set by law and the Articles of Association concerning convocation of the General Meeting, one week prior to the announced date of its holding at the latest, otherwise the Company is obligated to pay to the shareholders who came according to the original announcement, the expenses reasonably incurred.
The extraordinary General Meeting convened pursuant to Section 181 of the Commercial Code (Article 15 of the Articles of Association) can be revoked or the date of its holding can be changed for a later date only if the mentioned shareholders ask for it. When a new date of holding the General Meeting is set, the deadline pursuant to Section 184(4) of the Commercial Code or pursuant to Section 181(2) of the same act must be met.

Article 18

Participation in the General Meeting

Every shareholder who is mentioned in abstract from the statutory registry of uncertificated (book-entry) securities as valid on the decisive day (statement from securities issuer register) [Article 5, Article 14 Paragraph 4 and Paragraph 6 letter e) of the Articles of Association], has the right to participate at the General Meeting.
The shareholder (an individual is entitled to participate at General Meeting and to perform his rights personally at the General Meeting. The shareholder (legal entity) is entitled to participate at the General Meeting and to perform personally its/his rights by means of an authorized member of its/his statutory body.
When performing his rights at the General Meeting the shareholder is entitled to be represented by an individual or a legal entity (proxy). For this purpose the shareholder (principal) shall provide a written power of attorney to the proxy, which has to contain the scope of proxy’s authorization, otherwise it is void. The proxy is obliged to deliver the power of attorney to the persons mentioned in Article 21 Paragraph 2 of the Articles of Association prior to the record into the list of persons present. Members of the Company Board of Directors or Supervisory Board can not be a shareholder’s proxy.
The present shareholders are recorded into the list of persons present, which contains Commercial Name or name and registered seat of the legal entity or the name and address of the natural person (individual), who is the shareholder, possibly of his proxy, and the nominal value of shares authorizing the person for voting, possibly the data that the share does not authorize for voting. If the Company refuses to record a specific person into the list of persons present, they mention that fact into the list of persons present including the reason of refusal. The Chairman of the General Meeting and the Minutes clerk elected in compliance with the Articles of Association confirm the correctness of the list of persons present by their signatures.
When being recorded into the list of persons present, the shareholders (shareholders’ proxies) prove their identity as follows:
1. an individual (a natural person) with a valid identity card containing his/her birth certificate number, e.g. identity card, passport. Otherwise the natural person must submit an authenticated document on assignment of the birth certificate number, and in case it was not assigned, an authenticated copy of a document, from which the date of his/her birth is obvious. In addition the shareholder’s proxy shall prove his/her identity with a written power of attorney,
2. the authorized member of legal entity’s statutory body acting on behalf of the legal entity, as the natural person, with a valid identity card as the shareholder mentioned under letter a), and with a document - original or an authenticated copy of the extract from the Commercial Register or from other official files or from other authentic legal entity’s existence documentation, from which the way of acting on behalf of legal entity’s statutory body towards other parties follows on behalf of the legal entity (or representing the legal entity towards other parties), not older than six months from the day of holding the General Meeting. In case the document does not contain the legal entity’s identification number, it is necessary to submit an extra authenticated copy of the document concerning its assignment. Shareholder’s proxy authorized by legal entity’s statutory body shall in addition prove his/her identity with a written power of attorney,
3. a representative of city, town or village with authenticated abstract on decision of the council about delegation of the representative or his/her substitutes to the General Meeting [Section 84(2)(g) of the Act on Cities, Towns and Villages, No. 128/2000 Coll.] and valid personal identity card,
4. the foreign natural person (individual) with a valid passport. Shareholder’s proxy shall prove his/her identity with a valid identity card and a written power of attorney, and in case the shareholder’s address is in a country, which has no agreement on legal assistance with the Czech Republic, the proxy shall submit a power of attorney which will be superlegalized (authenticated by higher authority),
5. the proxy of a foreign legal entity with a valid passport, possibly with an identity card as a shareholder mentioned under letter a) if he/she is a proxy with the citizenship of the Czech Republic, and has a written power of attorney, and in case that the shareholder’s address is in a country, which has no agreement on legal assistance with the Czech Republic, the proxy shall submit a power of attorney which will be superlegalized (authenticated by higher authority). The documents that shall prove identity of a foreign legal entity, must be superlegalized, in case the Czech Republic has no agreement on legal assistance with the country where the shareholder has his/her address.
The documents under letters a) through e) have to be submitted by the shareholder or his proxy prior to the record in the list of persons present, to the persons mentioned in Article 21 Paragraph 2 of the Articles of Association.
The signature of the represented shareholder (principal) on the written power of attorney must be authenticated.
The power of attorney, originals or the authenticated copies of documents mentioned under letters a) through e) are attached to the list of persons present.
The documents submitted by a foreign person or the documents and other deeds in foreign language must be translated into the Czech language and provided with the stamp of the translator who is registered in the list of court translators.
The Board of Directors and Supervisory Board members participate in the General Meeting. The notary participates in the General Meeting every time when the Commercial Code sets duty to make a notarial deed. Other persons can participate in the General Meeting or its part only with the approval of the Board of Directors. However, the notary and other persons participating in the General Meeting neither vote, nor can require explanations concerning the Company matters, which are on General Meeting’s agenda, nor submit proposals and counter-proposals, nor do they have other shareholders rights. Persons authorized by law with the extent of authorization mentioned in law can also participate in the General Meeting. The General Meeting is not open to public.
The expenses connected with shareholder’s participation at the General Meeting are covered by the shareholder unless otherwise set by the Commercial Code.

Article 19

Quorum of the General Meeting and Substitute General Meeting

The General Meeting constitutes a quorum if the present shareholders have shares with nominal value exceeding 40 per cent of the Company registered capital.
If the General Meeting does not constitute a quorum by two hours from the beginning of starting the General Meeting, set in the announcement on holding the General Meeting, then the member of the Board of Directors, who was authorized by the Board of Directors to chair the General Meeting till the General Meeting chairman is elected, shall dissolve the General Meeting. In this case the Board of Directors shall convene a substitute General Meeting.
The substitute General Meeting is called by the Board of Directors by a new announcement in the way mentioned in Section 184(4) of the Commercial Code and Article 14 Paragraph 5 of the Articles of Association, with the specification, that the deadline mentioned is shortened to 15 days.
The announcement on holding a substitute General Meeting has to be published no later than 15 days from the day, on which the original General Meeting was convened.
The substitute General Meeting must be hold no later than six weeks from the day, for which the original General Meeting was convened.
The substitute General Meeting must have an unchanged agenda and constitutes quorum with no regard to Paragraph 1 of this Article of Association.
The matters which were not included into the proposed agenda of the original General Meeting, can be decided only with participation and approval of all Company shareholders.
A new abstract from the statutory registry of securities (securities issuer register) (Article 14 Paragraph 4 of the Articles of Association) is made by the Company for the substitute General Meeting.

Article 20

General Meeting Decision Making

The General Meeting decides with majority of votes of present shareholders unless the Commercial Code requires another majority.
The General Meeting decides about the matters pursuant to Section 187 letter a), b), and c) and about winding up of a company with its going into liquidation and the plan of liquidation balance distribution by at least two thirds of votes of present shareholders. If the General Meeting decides to increase or reduce the registered capital, approval of at least two thirds of votes of present shareholders for each type of shares, issued by the Company or issued in form of interim certificates, is also required.
For the decision of the General Meeting on the change of sort or form of shares, on change of rights connected with a specific type of shares, on restriction of a registered share transferability and on cancellation of share public transferability is also required the approval of at least three fourths of votes of present shareholders having these shares.
The General Meeting decides with at least three quarters of votes of present shareholders about the elimination or restriction of the pre-emptive right for obtaining convertible bonds or bonds with attached pre-emptive rights for subscription of new shares pursuant to Section 204a of the Commercial Code, on the approval of the control agreement (Section 190b of the Commercial Code), on the approval of the profit transfer agreement (Section 190a of the Commercial Code), and their changes and on increase of registered capital with non-monetary contributions. If the Company issued more types of shares, the approval of General Meeting is required plus approval of at least three quarters of votes of present shareholders for each share type.
A General Meeting’s resolution on consolidation of shares also requires approval by all shareholders whose shares are to be consolidated.
A notarial deed must be elaborated on the decisions pursuant to Sections 2 through 5 of this Article of the Articles of Associations. The notarial deed on the decision on the change of the Articles of Association must contain also an approved text of the change in the Articles of Association.
The General Meeting votes first about the proposal of the resolution submitted for decision by the Board of Directors and in case that the proposal is not approved, voting of other shareholders’ counter-proposals is made in such order, in which they were submitted. If some of the proposals are adopted by a necessary majority of votes, there is no voting on other proposals.
The matters which were not included into the proposed General Meeting agenda can be decided only under participation and with approval of all Company shareholders.

Article 21

Organization of the General Meeting, its chairing, rules of procedure and voting,
minutes of the General Meeting

The organization of the General Meeting is secured by the Board of Directors.
Updating of the list of persons present, verification of the right to participate in the General Meeting (Article 18 of the Articles of Association) and authorization to exercise shareholders voting rights (Article 20 Paragraph 8 of the Articles of Association) is secured by persons authorized by the Board of Directors.
After completing the record of the shareholders into the list of persons present these persons shall submit the determined number of present shareholders and number of their votes to the member of the Board of Directors who was authorized by the Board of Directors to chair the General Meeting.
In case the General Meeting is not able to constitute a quorum pursuant to Article 19 Paragraph 1 of the Articles of Association, it shall be governed by other provisions of Article 19 of the Articles of Association.
The General Meeting, after verifying the quorum, is opened by the member of the Board of Directors who was authorized by the Board of Directors. In the beginning, he/she shall introduce the agenda of the General Meeting and shall introduce the present members of the Board of Directors and of Supervisory Board to General Meeting participants.
The acting and voting of the General Meeting shall be governed by rules of procedure and voting of the General Meeting, which shall be approved by the General Meeting. The rules of procedure and voting have to be in compliance with generally obligatory legal rules, especially with the Commercial Code, and with the Articles of Association. In the matters not regulated by these rules of procedure and voting the General Meeting is governed by the Articles of Association, decisions, principles and instructions of the General Meeting and by general obligatory legal rules, especially by the Commercial Code. In case that some provision of the rules of procedure and voting is in contradiction with these standards, decisions, principles and instructions, these standards, decisions, principles and instructions apply.
The General Meeting elects its chairman, minutes clerk, two persons verifying the record and persons authorized to count votes (General Meeting bodies).
Until the persons authorized to vote counting are elected, the votes are counted by the persons authorized by the Board of Directors.
Only individuals present at General Meeting, who agree with this candidature, can be proposed to General Meeting bodies.
Until the chairman of General Meeting and other bodies are elected, the General Meeting is chaired by the member of the Board of Directors who was authorized by the Board of Directors.
The General Meeting is chaired by the chairman of the General Meeting according to General Meeting agenda published in compliance with Article 14 Paragraphs 5 and 6 Letter d) of the Articles of Association. Provision of Article 20 Paragraph 8 of the Articles of Association is unaffected by that.
Minutes shall be drawn up from the General Meeting.
Proposals and statements, submitted at the General Meeting, are attached to the Minutes, plus the list of present persons in the General Meeting.
The Board of Directors ensures the preparation of the Minutes from the General Meeting no later than in 30 days from its finishing. The Minutes are signed by the Minutes Clerk and the Chairman of the General Meeting and two elected persons to verify the minutes (verifiers).
The duty to make a notarial deed in cases set by the Commercial Code shall not be affected by the provisions of this Article on the Minutes of the General Meeting.
The Minutes on the General Meeting and notarial deeds must not be discarded and must be filed for the whole time of Company existence.

Division II

BOARD OF DIRECTORS

Article 22

Status of the Board of Directors

The Board of Directors is the statutory body of the Company, which manages the Company’s activity and acts in its name.
The Board of Directors has 11 members.
The members thereof are elected and recalled by the General Meeting.
The Board of Directors is elected for a five-year period. The term of office starts on the day of electing the Board members by the General Meeting. Any Board member can be reelected.
The Board of Directors whose number of members elected by the General Meeting was not lower than one half can appoint substitute members until the next General Meeting.
The Board of Directors' members shall elect its Chairman and two Deputy Chairmen out of its members.
The membership in the Board of Directors is not substitutable. Mutual substitution is inadmissible.

Article 23

Acting on behalf of the Company

and acting for the Board of Directors by its Members

The Board of Directors acts on behalf of the Company. Either the Chairman separately, or jointly any Deputy Chairman and one Board member, or separately a Board member within the scope of written authorization delegated by the Board may act in the name of the company towards other parties. The Board members who as foreign individuals do not have a permit for residence in the Czech Republic are not entitled to act in the name of the company towards other parties.

Article 24

Signing on behalf of the Company by the Statutory Body Members

Signing on behalf of the Company is carried out in such a way that the Board Chairman separately or any Deputy Chairman and a Board member jointly or one member separately authorized in writing by the Board of Directors append their signatures, mentioning their function in the Board of Directors to the Company’s printed, imprinted or written Company’s commercial name.
Specimen signatures of all Board members who are entitled to act in the name of the company towards other parties, in which the signatures are authenticated, are filed in the registry of documents at the Commercial Register of the Registration Court. The Company also submits the specimen signatures to the Commercial Court in relation to an entry of changes in the Commercial Register.

Article 25

Board of Directors’ Range of Powers

The Board of Directors decides on all matters relating to the Company, provided they have not been entrusted by the Commercial Code or the Articles of Association to the powers of the General Meeting or the Supervisory Board.
The Board of Directors in particular:
1. insures business, as well as proper accounting management of the Company,
2. convenes the General Meetings, substitute General Meetings as well as extraordinary General Meetings, and secures for this purpose abstracts from the statutory registry of uncertificated (book-entry) securities as of the decisive day (the Securities Issuers Registry),
3. submits to the General Meeting for approval and decision on proposals that are to be approved and decided on by the General Meeting, in particular:
  - proposals for changes to the Articles of Association, unless it concerns a change caused by an increase in the registered capital by the Board of Directors pursuant to Section 210 of the Commercial Code,
  - ordinary, extraordinary and consolidated, and/or interim financial statements and proposals for distribution of profit or covering a loss and the determination of director's fees (emoluments),
  - proposals for financial remuneration of members of the Board of Directors and the Supervisory Board,
  - proposals for the election and recall of members of the Board of Directors and the Supervisory Board, except for members of the Supervisory Board elected pursuant to Section 200 of the Commercial Code,
  - proposals for changes to the registered capital and for an issue of bonds with attached pre-emptive rights and convertible bonds,
  - proposals for changes to the form, type and kind of shares,
4. submits to the General Meeting to approve the Company's Annual Financial Statements of the previous accounting period, Annual Report on the Company's business activities and assets,
5. decides on an increase in the registered capital pursuant to Article 6, Paragraphs 6 through 8 of the Articles of Association, being authorized by the General Meeting,
6. elects and recalls the Chairman and Deputy Chairmen of the Board of Directors out of the Board members,
7. appoints and recalls the General Director of the Company and key personnel in accordance with Section 27 of the Labor Code, and concludes agreements on conditions of the performance of the office of the General Director,
8. to secure the possible contractual performance of the office of Company Managing Director, chooses a natural person – an entrepreneur with a corresponding trade license and concludes the contract on the terms of performing the office of Company Managing Director
9. selects an accounting auditor,
10. files petitions for excerpts of the statutory securities registry (excerpt from the Securities Issuer Register),
11. without undue delay, ensures the elaboration of the unabridged wording of the Articles of Association, if a change in the Articles of Association occurs based on any legal fact, after any of the Board of Directors’ members learns about such a change,
12. ensures the fulfillment of reporting, information and other similar duties of the Company in accordance with general legal regulations.
The Board of Directors carries out the General Meeting's resolutions and decisions.
The Board of Directors passes provisions concerning a protection of the Company's trade secrets.
The Board of Directors is governed by the principles and instructions adopted by the General Meeting, provided they are in accordance with statutory provisions and these Articles of Association. Their infringement has no influence on the effects of actions by members of the Board of Directors with regard to third parties. Unless otherwise set by the Commercial Code, nobody is authorized to give orders to the Board of Directors concerning the Company business management.
The Board of Directors submits to the Supervisory Board in particular:
1. Ordinary, Extraordinary and Consolidated Financial Statements, and/or the Interim Financial Statements and the proposals for the distribution of profit or settlement of loss and the setting of director’s fees, for review,
2. a report on the Company's business activities and assets, for an opinion,
The Board of Directors decides on the use of money from the Reserve Fund pursuant to Article 37 Paragraph 7 of the Articles of Association.

Article 26

Convening of the Board of Directors

The Board of Directors meets according to need.
The meetings of the Board of Directors are called by its Chairman, if being absent, the Board meetings are convened by any of the Deputy Chairmen or another authorized Board member.
At its discretion, the Board of Directors may also invite members of other Company’s bodies, employees, shareholders or other persons.

Article 27

Board of Directors’ Decision Taking

The Board of Directors has a quorum when an absolute majority of its members is present.
Each member of the Board of Directors has one vote on voting at Board meetings.
Absolute majority of votes of all Board of Directors’ members is required to pass a resolution concerning any matter discussed at the meeting of the Board of Directors. If the votes are equal, the Chairman’s vote decides.
On election and recall of the Board Chairman or the Deputy Chairmen and on deciding on appointing and recall of the Company’s General Director, if he is simultaneously a member of the Board of Directors, the person concerned shall not vote.

Article 28

Board of Directors’ Decision Taking out of the Meeting

In case of an emergency, the voting in writing or by means of communication technology out of the Board’s meeting is possible, if agreed by all Board members. The voting persons are considered present. To adopt the decision of the Board of Directors, it is necessary that absolute majority of all present members of the Board of Directors vote for the decision.
The decision adopted in this way must be incorporated in the minutes of the next Board of Directors' meeting.

Article 29

Bonuses and Director’s fees of the Board of Directors’ Members

The level of bonuses and director’s fees of the Board of Directors’ members shall be decided by the General Meeting [Article 13 Letter g) of the Articles of Association].
A profit share of the Board members (director’s fees) may be set forth by the General Meeting on the basis of the profit approved to be distributed [Article 13 Letter f) of the Articles of Association].
The Board of Directors decides on the distribution of bonuses and director's fees to its members.

Division III

SUPERVISORY BOARD

Article 30

Status of the Supervisory Board

The Supervisory Board is the supervising authority of the Company.
A member of the Supervisory Board may not also be a member of the Board of Directors, an agent by proxy or a person authorized according to the record in the Commercial Register to act on behalf of the Company.
The Supervisory Board has 6 members.
Two-thirds of the specified number of members of the Supervisory Board shall be elected and recalled by the General Meeting, and one third by the Company’s employees.
Members of the Supervisory Board are elected for a period of five years; their term of office may not, however, end before new members have been elected. The term of office starts on the date when the members are elected by the General Meeting or employees. Members of the Supervisory Board may be re-elected.
The Supervisory Board, whose number of members elected by the General Meeting is not lower than one half, can appoint substitute members till the next General Meeting.
The Supervisory Board shall elect its Chairman and Deputy Chairman out of its members.
The membership in the Supervisory Board is unsubstitutable. Mutual substitution is not admissible.

Article 31

Powers of the Supervisory Board

The Supervisory Board oversees the exercise of the powers of the Board of Directors and the carrying out of the Company’s business activities. For this purpose, the Board of Directors provides the Supervisory Board with required information. The Supervisory Board is not entitled to assign its powers to other Company’s bodies or employees.
In particular, the Supervisory Board
1. reviews the ordinary, extraordinary and consolidated, and/or interim financial statements and proposal for the distribution of profit or settlement of loss, and submits its opinion to the General Meeting,
2. expresses its opinion on the report of the Board of Directors on the Company's business activities and assets,
3. reviews observance of the Articles of Association, decisions, resolutions, principles and instructions of the General Meeting and generally binding legal regulations, in particular the Commercial Code,
4. convenes a General Meeting where this is required in the interests of the Company, and proposes the required measures at the General Meeting thereby convened,
5. elects the Chairman and Deputy Chairman of the Supervisory Board among the members of the Supervisory Board.
Members of the Supervisory Board are entitled to examine all documents and records relating to the Company’s activities, and examine whether accounting statements are properly kept in accordance with the facts and whether the Company’s business activities are conducted in accordance with legal regulations, these Articles of Association and instructions of the General Meeting.
The Supervisory Board shall appoint one of its members to represent the Company in proceedings before courts and other authorities against a member of the Board of Directors.
The Supervisory Board is governed by principles and instructions approved by the General Meeting provided they comply with legal regulations and these Articles of Association. Their violation does not have an impact on effect of negotiations of the members of the Supervisory Board towards third parties.

Article 32

Convening of the Supervisory Board’s Meetings

The Supervisory Board meets according to need.
The meetings of the Supervisory Board are called by its Chairman, if being absent, the Board meetings are convened by the Deputy Chairman or another authorized Board member.
At its discretion, the Supervisory Board may also invite members of other Company’s bodies, employees, shareholders or other persons.

Article 33

Supervisory Board’s Decision Taking

The Supervisory Board has a quorum when an absolute majority of its members is present.
Each member of the Supervisory Board has one vote on voting at Board meetings.
Absolute majority of votes of all members of the Supervisory Board is required to pass a resolution. If the votes are equal, the Chairman’s vote decides. The opinions of the minority of members are also included in the minutes, provided they so request and always a different opinion of Supervisory Board’s members elected by employees is recorded.
On election and recall of the Board Chairman or Deputy Chairman these persons shall not vote.

Article 34

Supervisory Board’s Decision Taking out of the Meeting

In necessary cases that can not be put off, the voting in writing or by means of communication technology out of the Board’s meeting is possible, if agreed by all Board members. The voting persons are considered present. To adopt the decision of the Supervisory Board, it is necessary that absolute majority of Supervisory Board’s members votes for the decision.
Such an adopted decision must be incorporated in the minutes of the next Supervisory Board meeting.

Article 35

Bonuses and Director’s fees of the Supervisory Board’s Members

The level of bonuses and director’s fees of the Supervisory Board’s members shall be decided by the General Meeting [Article 13 Letter g) of the Articles of Association].
A profit share of the Supervisory Board members (director’s fees) may be set forth by the General Meeting on the basis of the profit approved to be distributed [Article 13 Letter f) of the Articles of Association].
The Board of Directors decides on the distribution of bonuses and director's fees.

CHAPTER SIX

COMPANY ECONOMY

Article 36

Profit Distribution and Settlement of a Loss of the Company

The General Meeting decides on the distribution of the Company’s profit on the basis of a proposal by the Board of Directors, following a review of such proposal by the Supervisory Board.
Following tax liabilities fulfillment pursuant to statutory provisions, after the allocation to the reserve fund and other funds, as the case may be, and after distribution for other purposes approved by the General Meeting, profit achieved by the Company in the accounting period is distributed, on the basis of a decision by the General Meeting, on the payment of dividends to individual shareholders and, in accordance with provisions of Article 29 para. 2 and Article 35 para 2 of the Articles of Association on the payment of director’s fees for members of the Company’s Board of Directors and Supervisory Board. This does not exclude the possibility of the General Meeting’s deciding that a part of profit not specially committed is used to increase the Company’s registered capital, or that a part of profit is not distributed.
The proposal for the profit distribution or settlement of loss is governed by Section 178(6) of the Commercial Code.
Possible losses arisen in the Company's economy shall be compensated in particular from the Company's Reserve Fund.
The Company is not entitled to distribute profit among shareholders in cases listed in Section 178(2) of the Commercial Code.

Article 37

Reserve Fund

The Company shall create a reserve fund in the period and amount determined by the Articles of Association and the Commercial Code.
On the Company's formation, the Founder made an investment contribution to the Company's Reserve Fund in the amount of CZK 95,619,000 (in words: ninety-five million six hundred nineteen thousand Czechoslovak crowns).
When increasing the registered capital, the Ordinary General Meeting held on October 15, 1992, set the level of the Reserve Fund to 10 per cent of the total registered capital modified by its increase, i.e. to the amount of CZK 100,631,000 (in words: one hundred million six hundred thirty-one thousand Czechoslovak crowns).
The Company shall create the Reserve Fund from a net profit shown in the Ordinary Financial Statements for the year in which it first makes a net profit. It shall transfer to such fund at least 20 per cent of the net profit, but no more than 10 per cent of the amount of its Registered Capital. This fund shall be augmented annually by no less than 5 per cent of the net profit, until the amount of 20 per cent of the Registered Capital is reached. This shall not apply if the Reserve Fund is created from amounts paid in excess of the issue price of shares.
The Reserve Fund created in this manner may only be used by the Company to settle a loss.
A proportionate part of the Company’s net profit (“a profit share”) may only be determined after appropriate financial means have been allocated to top up the Reserve Fund in accordance with the Commercial Code and these Articles of Association.
Unless the Articles of Association or the Commercial Code provide otherwise, it is the Board of Directors that shall decide on use of the Reserve Fund (Article 25 para. 7 of these Articles of Association). Each use of the Reserve Fund has to be announced to the Supervisory Board and is subject to an additional approval of the General Meeting.

CHAPTER S E V E N

CONCLUDING PROVISIONS

Article 38

Publishing, Announcements and Information

The duty to publish data stipulated by the Commercial Code shall be considered as performed upon publishing the data in the Commercial Bulletin.
Documents addressed to the members of the Company's bodies are delivered to the addresses notified by them to the Company.
The Company shall send documents intended for shareholders to their addresses recorded in statutory registry of uncertificated (book-entry) securities kept in conformity with another Act by the Securities Center (the Securities Issuer Register).
Documents addressed to the other persons or state agencies and other bodies shall be delivered to their addresses notified or well-known to the Company.

Article 39

Procedure for Amending and Changing the Articles of Association

Proposals for an amendment or another change of the Articles of Association (“changes to the Articles of Association”) may be made by the Board of Directors, the Supervisory Board and a shareholder provided the agenda of the General Meeting contains changes to the Articles of Association.
Proposals for changes to the Articles of Association are usually processed by the Board of Directors.
The General Meeting decides on modification to the Articles of Association, except when such modification (change) is the result of an increase in the Registered Capital by the Board of Directors under Section 210 of the Commercial Code or when such modification is made on the basis of other legal facts.
At least two-third majority of votes of the shareholders present is needed to pass a decision concerning changes to the Articles of Association. A notarial deed must be drawn up on the resolution concerning changes to the Articles of Association.
If the General Meeting decides about a change to the Articles of Association, the Board of Directors shall, without undue delay, ensure the compilation of the unabridged wording of the Company’s Articles of Association. The unabridged wording of the Company’s Articles of Association shall become a part of the registry of documents kept by the registration court. The Articles of Association contents must be a part of the unabridged wording of the Articles of Association.

Article 40

Effect of the Changes of the Articles of Association

Should the General Meeting decide on an increase or reduction of the registered capital, splitting of shares or consolidation of shares into one share, change of share form or kind, or limitation of transferability of registered shares or a change thereof, the changes to the Articles of Association come into force on the day of their record in the Commercial Register.
Other changes into the Articles of Association decided by the General Meeting come into effect at the moment when the General Meeting made a decision about them, provided that neither a decision by the General Meeting on a change to the Articles of Association nor the law requires that they come into effect at a later time.
If the change in the Articles of Association happens based on any legal fact, the provision of Article 25 para. 2 letter k) of the Articles of Association shall apply. The change in the Articles of Association is effective by this other legal fact.

* * *

The Articles of Association

of United Energy, a.s.,with its seat in Most - Komorany, Teplarenska 2, postal code 434 03,

as of April 28, 1992,

were changed and amended

by decisions of the General Meeting and the Board of Directors based on other legal
facts (Section 173(4) of the Commercial Code),
by the execution of the valid unabridged Articles of Association,
as follows:

The Ordinary General Meeting held on October 15, 1992 reached a decision on changes to the Articles of Association in Articles 4, 5, 6, 14 and 36. (Notarial deed NZ 581/92, N 626/92 as of October 15, 1992, Attestation of the General Meeting deliberations),
The Ordinary General Meeting, held on January 21, 1993, reached a decision on changes and amendments to the Articles of Association in Articles 9, 10, 11, 13, 14, 15, 16, 18, 20, 21, 22, 23, 24, 26, 28, 29, 30, 33, 34, 37, 45, 47 and 49. (Notarial deed NZ 11/93, N 11/93 as of January 21, 1992, Attestation of the General Meeting deliberations),
The Ordinary General Meeting, held on July 28, 1993, reached a decision on changes and amendments to the Articles of Association in Articles 5, 6, 7, 9, 10, 11, 13, 14, 15, 16, 20, 21, 23, 27, 28, 33, 36, 37, 44 and 45. (Notarial deed NZ 138/93, N 140/93 as of July 28, 1993, Attestation of the General Meeting deliberations),
The Ordinary General Meeting held on May 27, 1994, reached a decision on changes and amendments to the Articles of Association in Articles 4, 13, 14, 36 and 39. (Notarial deed NZ 109/94, N 109/94 as of May 27, 1994, Attestation of the General Meeting deliberations),
The Extraordinary General Meeting held on December 20, 1995, reached a decision on changes and amendments to the Articles of Association in Articles 15 and 23. (Notarial deed NZ 10/96, N 10/96 as of January 15, 1996, Attestation of the General Meeting deliberations),
The Ordinary General Meeting held on May 31, 1996, reached a decision on changes and amendments to the Articles of Association in Articles 4, 9, 10, 13, 15, 18, 24 and 26. (Notarial deed NZ 183/96, N 184/96 as of June 11, 1996, Attestation of the General Meeting deliberations),
The Ordinary General Meeting held on May 28, 1997, reached a decision on changes and amendments to the Articles of Association in Articles 1 through 4, Articles 5 through 47 are substituted by Articles 5 through 64. (Notarial deed NZ 201/97, N 201/97 as of May 28, 1997, Attestation of the General Meeting deliberations).
The Extraordinary General Meeting held on February 20, 1998, reached a decision on changes and amendments to the Articles of Association in Article 37 paragraphs 1 and 3 letter d) and in Article 46 paragraphs 1 and 3 letter d). (Notarial deed NZ 49/98, N 51/98 as of February 20, 1998, Attestation of the General Meeting deliberations).
The Ordinary General Meeting held on June 24, 1998, reached a decision on changes to the Articles of Association in Article 28 para. 3. (Notarial deed NZ 254/98, N 259/98 as of June 24, 1998, Attestation of the General Meeting deliberations).
The Extraordinary General Meeting held on September 28, 1998 reached a decision on changes and amendments of the Articles of Association in Articles 1, 2, 4, 5, 6, 13, 16, 20, 28 through 35, 39, 44, 58 and 59. (Notarial deed NZ 357/98, N 361/98 as of September 28, 1998, Attestation of the General Meeting deliberations).
The Ordinary General Meeting, hold on June 29, 2000, reached a decision on changes and amendments of the Articles of Association in Article 2 para 1 and 3, Article 4 para 1 and 2 letter b), Article 6 para 9, Article 26 para 3 and 4, Article 28 para 3, Article 31 para 2 letter l), Article 35 para 4 and in Article 39 para 4. (The notarial deed N 72/2000, NZ 68/2000 dated June 29, 2000, Attestation of the Ordinary General Meeting deliberations).
Change of the Articles of Association based on other legal facts (Section 173(4) of the Commercial Code) – changes executed in all Articles of Association except for Articles 1, 3, 7, 12, 15, 18, 23, 29, 32, 33, 35, 36, 38, 41, 43, 44, 45, 47, 48, 49, 51, 52, 54, 55, 58, 59, 60, 63 and 64, with the elaboration of a valid unabridged wording of the Articles of Association by the Board of Directors on April 26, 2001,

Most - Komorany, June 28, 2001

On behalf of the Board of Directors

Ing. Luboš Jarolímek

Chairman of the Board of Directors

United Energy, a.s.

with its seat at Most - Komorany, Teplarenska 2, postal code 434 03

ARTICLES OF ASSOCIATION

of

United Energy, a.s.

with its registered office in Most - Komorany, Teplarenska 2, postal code 434 03

as of April 28, 1992

(the full wording as follows from later changes and amendments,
as of June 28, 2001)

OVERVIEW OF THE ARTICLES OF ASSOCIATION

(CONTENTS)

CHAPTER  O N E.......................................................................................2
   GENERAL PROVISIONS................................................................................2
      Article 1......................................................................................2
Commercial Name and the seat of the Company..........................................................2
      Article 2......................................................................................2
Company Scope of Business Activity...................................................................2
CHAPTER  T W O.......................................................................................4
   THE COMPANY REGISTERED CAPITAL AND SHARES.........................................................4
      Article 3......................................................................................4
The Company registered capital and the extent to which it has been paid up and
the method of paying up the issue price of shares including the consequences of
breaching the duty to pay up the subscribed shares on time...........................................4
      Article 4......................................................................................4
Shares...............................................................................................4
      Article 5......................................................................................5
List of Company shareholders.........................................................................5
CHAPTER  T H R E E...................................................................................5
   INCREASE AND REDUCTION OF THE COMPANY REGISTERED CAPITAL..........................................5
   (CHANGES IN THE COMPANY REGISTERED CAPITAL).......................................................5
      Article 6......................................................................................5
Increasing the Company Registered Capital............................................................5
      Article 7......................................................................................7
Rules of the Procedure of the Company Registered Capital Increase....................................7
      Article 8......................................................................................7
Reduction of the Company Registered Capital..........................................................7
      Article 9......................................................................................8
Rules of the Procedure of the Company Registered Capital Reducing....................................8
CHAPTER  F O U R....................................................................................10
   SHAREHOLDERS' RIGHTS.............................................................................10
      Article 10....................................................................................10
The right to participate in the General Meeting and to vote at it, the method of  voting............10
CHAPTER  F I V E....................................................................................11
   COMPANY BODIES...................................................................................11
      Article 11....................................................................................11
Company Bodies......................................................................................11
   Division  I......................................................................................11
   GENERAL MEETING..................................................................................11
      Article 12....................................................................................11
Status of the General Meeting.......................................................................11
      Article 13....................................................................................12
Powers of the General Meeting.......................................................................12
      Article 14....................................................................................13
Convening of the General Meeting....................................................................13
      Article 15....................................................................................14
Convocation of an Extraordinary General Meeting in case of the Request of
Qualified Shareholders Minority.....................................................................14
      Article 16....................................................................................15
Convocation of an Extraordinary General Meeting in a Special Case...................................15
      Article 17....................................................................................15
Revocation of the General Meeting or Change of Date of its Holding..................................15
      Article 18....................................................................................15
Participation in the General Meeting................................................................15
      Article 19....................................................................................18
Quorum of the General Meeting and Substitute General Meeting........................................18
      Article 20....................................................................................18
General Meeting Decision Making.....................................................................18
      Article 21....................................................................................19
Organization of the General Meeting, its chairing, rules of procedure and voting,
minutes of the General Meeting......................................................................19
   Division II......................................................................................21
   BOARD OF DIRECTORS...............................................................................21
      Article 22....................................................................................21
Status of the Board of Directors....................................................................21
      Article 23....................................................................................22
Acting on behalf of the Company.....................................................................22
      Article 24....................................................................................22
Signing on behalf of the Company by the Statutory Body Members......................................22
      Article 25....................................................................................22
Board of Directors' Range of Powers.................................................................22
      Article 26....................................................................................24
Convening of the Board of Directors.................................................................24
      Article 27....................................................................................25
Board of Directors' Decision Taking.................................................................25
      Article 28....................................................................................25
Board of Directors' Decision Taking out of the Meeting..............................................25
      Article 29....................................................................................25
Bonuses and Director's fees of the Board of Directors' Members......................................25
   Division III.....................................................................................26
   SUPERVISORY BOARD................................................................................26
      Article 30....................................................................................26
Status of the Supervisory Board.....................................................................26
      Article 31....................................................................................27
Powers of the Supervisory Board.....................................................................27
      Article 32....................................................................................28
Convening of the Supervisory Board's Meetings.......................................................28
      Article 33....................................................................................28
Supervisory Board's Decision Taking.................................................................28
      Article 34....................................................................................28
Supervisory Board's Decision Taking out of the Meeting..............................................28
      Article 35....................................................................................29
Bonuses and Director's fees of the Supervisory Board's Members......................................29
CHAPTER SIX.........................................................................................29
   COMPANY ECONOMY..................................................................................29
      Article 36....................................................................................29
Profit Distribution and Settlement of a Loss of the Company.........................................29
      Article 37....................................................................................30
Reserve Fund........................................................................................30
CHAPTER S E V E N...................................................................................31
   CONCLUDING PROVISIONS............................................................................31
      Article 38....................................................................................31
Publishing, Announcements and Information...........................................................31
      Article 39....................................................................................31
Procedure for Amending and Changing the Articles of Association.....................................31
      Article 40....................................................................................32
Effect of the Changes of the Articles of Association................................................32

United Energy a.s., with its registered office in Most - Komorany, Teplarenska 2, postal code 434 03

BOARD OF DIRECTORS

OF THE JOINT STOCK COMPANY

United Energy, a.s.

executed

the full Articles of Association of United Energy, a.s.

with its registered office in Most – Komorany, Teplárenská 2,

postal code 434 03

approved by the Founder on April 28, 1992

as follows from changes and amendments made

ARTICLES OF ASSOCIATION

GENERAL PROVISIONS

Article 1

Commercial Name and the seat of the Company

Article 2

Company Scope of Business Activity

THE COMPANY REGISTERED CAPITAL AND SHARES

Article 3

Article 4

Shares

Article 5

List of Company shareholders

INCREASE AND REDUCTION OF THE COMPANY REGISTERED CAPITAL

(CHANGES IN THE COMPANY REGISTERED CAPITAL)

Article 6

Increasing the Company Registered Capital

Article 7

Rules of the Procedure of the Company Registered Capital Increase

Article 8

Reduction of the Company Registered Capital

Article 9

Rules of the Procedure of the Company Registered Capital Reducing

SHAREHOLDERS’ RIGHTS

Article 10 The right to participate in the General Meeting and to vote at it, the method of voting

COMPANY BODIES

Article 11

Company Bodies

GENERAL MEETING

Article 12

Status of the General Meeting

Article 13

Powers of the General Meeting

Article 14

Convening of the General Meeting

Article 15

Convocation of an Extraordinary General Meeting in case of the Request of Qualified Shareholders Minority

Article 16

Convocation of an Extraordinary General Meeting in a Special Case

Article 17

Revocation of the General Meeting or Change of Date of its Holding

Article 18

Participation in the General Meeting

Article 19

Quorum of the General Meeting and Substitute General Meeting

Article 20

General Meeting Decision Making

Article 21

Organization of the General Meeting, its chairing, rules of procedure and voting, minutes of the General Meeting

BOARD OF DIRECTORS

Article 22

Status of the Board of Directors

Article 23

Acting on behalf of the Company

and acting for the Board of Directors by its Members

Article 24

Signing on behalf of the Company by the Statutory Body Members

Article 25

Board of Directors’ Range of Powers

Article 26

Convening of the Board of Directors

Article 27

Board of Directors’ Decision Taking

Article 28

Board of Directors’ Decision Taking out of the Meeting

Article 29

Bonuses and Director’s fees of the Board of Directors’ Members

SUPERVISORY BOARD

Article 30

Status of the Supervisory Board

Article 31

United Energy a.s., with its registered office in Most - Komorany,
Teplarenska 2, postal code 434 03

Article 10
The right to participate in the General Meeting and to vote at it, the method of
voting

Convocation of an Extraordinary General Meeting in case of the Request of
Qualified Shareholders Minority

Organization of the General Meeting, its chairing, rules of procedure and voting,
minutes of the General Meeting