NOTICE OF GENERAL MEETING

11. 08. 2010

The Board of Directors of OHL ŽS, a.s., with its seat at Burešova 938/17, Brno-Centre, IČ (Company ID): 46342796, registered in the Commercial Register kept at the Regional Court in Brno, Section B, Inset 695, hereby calls an extraordinary general meeting to be held on 26 August 2010, at 10 a.m., at the company’s seat at Burešova 938/17, Brno-Centre, conference room no. 411,

with the following agenda:

1. Opening of the general meeting and checking whether the general meeting has a quorum, election of the bodies of the general meeting.
2. Consideration of a shareholder’s proposal to change the company’s Articles of Association.
3. Closing of the general meeting.

Registration of shareholders will start at 9:30 a.m. The general meeting may be attended by any shareholder who is recorded in the form of an entry in the register of the issuer of the securities as of 19 August 2010 that was determined to be the record date. Registrations of stock transfers will be suspended for the period following after this record date until the date when the general meeting is held. Only a shareholder registered in the list of the company’s shareholders as of this record date shall be allowed to attend and vote at the general meeting. When registering as an attendee at the general meeting, a shareholder shall submit his or her valid identity card; in the case of representation, a special written power of attorney with an officially verified signature will be required. 

A representative of a legal entity shall prove his or her identity with a valid identity card and the original or an officially verified copy of an entry in the Commercial Register (not older than 1 month before the date when the general meeting is held) unless he or she is a statutory body or its member authorized to act independently, and also by a special written power of attorney with an officially verified signature. It must be clear from the power of attorney granting the authority to represent at the general meeting whether it was granted for representing at one or more general meetings in a specific period. A proxy-holder shall be obliged to notify a shareholder well in advance of the date of the general meeting of any and all facts that may be important for a shareholder in considering whether there is any conflict of the shareholder’s interests and the proxy-holder’s interests in the given case. Members of the company’s bodies may accept authorization by a shareholder only when the condition set forth in s. 184 (5) of the Commercial Code, as amended, has been met.   Originals of powers of attorney and copies of an entry in the Commercial Register shall be left with the company. Expenses related to his or her participation in the general meeting shall be borne by each shareholder individually.

The change in the Articles of Association lies in a change of the stock form from the “bearer stock” to the “registered stock” form and in changes related thereto as regards the manner of calling a general meeting  and furthermore in a change resulting from the modification of the legal regulation according to Act No. 256/2004 Coll., on capital market business, as amended.

The proposed change in the Articles of Association is available for inspection at the company’s seat on working days from 9 a.m. to 2 p.m. A shareholder is entitled to request that a copy of the draft of the Articles of Association be sent to him or her at his or her own expense and risk.

The Board of Directors of OHL ŽS, a.s.