2 May, 2006

Announcement of Tiszai Vegyi Kombinát Company Limited by Shares about the conversion of the TVK employee’s shares into dematerialized ordinary shares

The ordinary annual General Assembly of Tiszai Vegyi Kombinát Company Limited by Shares held on April 20, 2006 converted the altogether 56.560 printed employee’s shares of HUF 1000 face value each into dematerialized ordinary shares by private offering in its resolution no. 18/2006. (04.20.). The holders of the ordinary shares issued as the result of the conversion are entitled to the same rights as the holders of the already issued TVK ordinary shares.

The date of the conversion of the ordinary shares issued by private offering in the course of the conversion of the employee’s shares is August 03, 2006.

The Board of Directors suspends the transfer of the employee’s shares to other employees or TVK Rt. pensioners after May 04, 2006 in light of the conversion of the employee’s shares stipulated in the General Assembly resolution. Accordingly, no new shareholder can be entered into the Register of Shareholders and no additional employee’s shares can be registered under the name of the already registered employee – shareholders.

Pursuant to the authorization in the General Assembly Resolution mentioned above, the Board of Directors of TVK invites its employee- shareholders by means of this announcement to submit the depository receipt issued of the employee’s shares furthermore the certificate verifying the opening of a securities account personally or by mail to the registered office of TVK Rt. (3581 Tiszaújváros, TVK Ipartelep, Gyári út, mailing address: 3581 Tiszaújváros, TVK Rt. Pf.20.), being the appointed place of collection of the shares between May 04, 2006 (starting date of conversion) and August 02, 2006 (closing date of the conversion. ) The units of TVK Rt. authorized to take over depositary receipts: Finances, Legal Office.

The Board of Directors can close the conversion period earlier – after the amendment to the Articles of Association made necessary by the conversion was incorporated - if the total series of shares specified above has been submitted. In this case the deadlines specified herein will naturally change accordingly.

The employee-shareholders are entitled to 0.990099 dematerialized ordinary share of HUF 1010 face value in exchange of each employee’s share of HUF 1000 face value. In light of the conversion value expressed by fraction because of the different face values, the holders of employee’s shares shall receive the biggest number of ordinary shares that can be expressed in whole numbers. The shares expressed by fraction cannot be taken over, the shareholders can request the payment of the countervalue thereof instead.

The TVK employee’s share held by the shareholder qualifies to be submitted for conversion if

• The original depositary receipt issued of the employee’s share furthermore the certificate of the opened securities account including the number of the account is submitted at the registered office of TVK Rt. by August 02,2006, furthermore
• The shareholder has a securities account at any of the securities account keeping organizations by August 02, 2006.

The submission of the printed employee’s share qualifies to be valid only if both of the above conditions are fulfilled.

The Company handles the employee’s shares invalidated in the frame of private notarial destruction proceedings which took place or started during the conversion period but did not finish by the date of conversion similarly to the non-submitted shares that is the shareholder will be entitled exclusively to the countervalue of the shares.

In case of inheritance during or before the conversion period the heir can apply for ordinary shares to be issued to him/her instead of employee’s shares if he/she submits the valid documents verifying inheritance and provided he/she opens a securities account by the closing date of the conversion period and submits the depositary receipt. If inheritance takes place after the submission date expired, the heir can apply for the payment of the countervalue of the shares.

The Board of Directors of TVK Rt. invalidates the series of employee’s shares as of August 03, 2006. The holders of the non-converted securities can enforce the claims specified in section 12 paragraph (1) and (2) of the Act CXX of 2001 on capital markets against the issuer.

After the closing day of the conversion period that is as of August 03, 2006 no dematerialized ordinary share can be issued subsequently to the shareholder from the central securities account type C opened for this purpose at KELER Rt.  instead of the employee’s share during the period for the sale of the ordinary shares issued in exchange of the shares not submitted for conversion.

The Board of Directors sells the ordinary shares replacing the non-submitted, invalidated shares with the assistance of an investment service provider selected by private tendering process at the Budapest Stock Exchange – within 6 months as of the date of conversion, that is as of August 03, 2006 – by means of trading at the stock exchange price level valid on the day of the transaction.

TVK Rt. keeps the price of the shares until the payment thereof to the shareholder on the deposit account opened at the credit institution chosen by TVK Rt. The holders of the non-submitted employee’s shares are entitled to the average price of the sold ordinary shares in the proportion of the number of shares they hold of which tax shall be deducted under the tax regulations valid on the day of the payment furthermore the shareholder shall also pay the costs incurred until the validation of the claim. TVK Rt. does not pay interest after the value of the share. The rules on limitation of obligations embodied in securities shall apply to the limitation of cash claims. The Board of Directors publishes an announcement in the Company Gazette, in Napi Gazdaság, in Magyar Tőkepiac, on the web page of BSE, LSE an of the Company about the detailed rules of payment as well as about the amount of the price payable for one legally not converted share.

The Board of Directors
Tiszai Vegyi Kombinát Részvénytársaság