Klaipedos Nafta AB - Notification on material event

Notice on the convened extraordinary general meeting of shareholders of Klaipėdos Nafta AB

We hereby inform you that on the initiative and by the decision of the Board of
AB Klaipėdos nafta, code 110648893, registered at Burių st. 19, Klaipėda
(hereinafter, the “Company”), an extraordinary general meeting of shareholders
of the Company was convened on 11 Febraury 2013 at 1.00 p.m. The meeting was
held in the registered office of the Company at Burių st.19, Klaipėda, in the
premises of the administration of the Company. 

Agenda of the meeting:

1. 1. Regarding the amendment to the Articles of Association of the Company,
presenting them as a new version. 

2. Regarding the approval of the decision of the Board of the Company to enter
into the Agreement for Assignment of the Rights of Claim with the winner of the
public procurement “Procurement of Overdraft Services” by way of negotiated
procedures with publication of a tender notice - Nordea Bank Finland Plc,
acting in Lithuania through the Lithuanian Branch of Nordea Bank Finland Plc. 

3. Regarding revocation of the Supervisory Council of the Company.

4. Regarding election of the Supervisory Council of the Company.

Decisions adopted:

1. Regarding the amendment to the Articles of Association of the Company,
presenting them as a new version. 

1.1. To amend the Articles of Association of the Company, presenting them as a
new version (please find enclosed). 

1.2. To authorise (with the right to re-delegate the authority) the head of the
Company to sign the new version of the Articles of Association of the Company
and to present it for registration with the Register of Legal Persons. 

2. Regarding the approval of the decision of the Board of the Company to enter
into the Agreement for Assignment of the Rights of Claim with the winner of the
public procurement “Procurement of Overdraft Services” by way of negotiated
procedures with publication of a tender notice - Nordea Bank Finland Plc,
acting in Lithuania through the Lithuanian Branch of Nordea Bank Finland Plc
(hereinafter, the “Bank”). 

To approve the following decision of the Board of the Company:

“2.1. To enter into an agreement with the Bank for assignment of the rights of
claim to the receivable funds intended for covering all or some of the expenses
of installation of the liquefied natural gas terminal, its facilities and the
connection to the Bank, this agreement for assignment of the rights of claim
being intended to secure the Overdraft Agreement between the Company and the
Bank, pursuant to which: 

2.1.1. The amount of the overdraft granted under the Overdraft Agreement must
be LTL 120,000,000 (one hundred and twenty million). Upon the unilateral
request of the Company, the amount of the overdraft may be increased by 30%,
i.e. up to LTL 156,000,000 (one hundred and fifty six million); 

2.1.2. The overdraft must be given for a term until 30 June 2015, with a
possibility to extend the agreement for an additional term of 12 months under
conditions which may not be worse; 

2.1.3. The overdraft interest: the base interest rate - 3 months' VILIBOR and
the Bank's interest margin - no more than 0.94%; 

2.1.4. The Company would assume the obligation not to pay dividend until
obtaining of the deed of completion of construction of the liquefied natural
gas terminal project. 

2.1.5. The above stated restriction on the payment of dividends shall be
applied and any sums under the Overdraft Agreement shall be paid to the Company
upon the condition, that based on the Resolution of the Government of the
Republic of Lithuania No.20 “On Dividends for the State-owned Shares of the
Companies and Profit Taxes of the State-Owned Companies” from 14 January 1997
(including all later amendments hereto), there should be issued and enter into
force the relevant Resolution of the Government of the Republic of Lithuania,
by which there shall be established that the Manger of shares of Klaipedos
nafta, AB that belong to the State of the Republic of Lithuania, shall be
entitled to take the decisions that Klaipėdos nafta, AB would abstain from
payment of dividends until obtaining of the deed of completion of construction
of the liquefied natural gas terminal project.“ 

3. Regarding revocation of the Supervisory Council of the Company.

To revoke the Supervisory Council of the Company in corpore.

4. Regarding election of the Supervisory Council of the Company.

To elect three candidates having received the most votes into the Supervisory
Council of the Company for the term of 4 years. 

Based on voting results the following three candidates, which had received the
most votes, were elected into the Supervisory Council of the Company for the
term of 4 years: Eimantas Kiudulas, Romas Švedas, Agnė Amelija Kairytė. 



Enclosures:

1. Articles of Association of Klaipėdos nafta, AB (1 copy, 13 pages).




         Director of Finance and Administration Department, Mantas Bartuška, (+
370 46) 391 763

Attachments:

1_Articles of association Klaipedos nafta GSM 11.02.2013 EN.pdf