2014-10-15 15:35:52 CEST

2014-10-15 15:36:51 CEST


REGULATED INFORMATION

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Klaipedos Nafta - 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 15 October,  2014 at 13.00 p.m. The meeting was
held in the registered office of the Company at Burių st.19, Klaipėda. 

Agenda of the meeting:

1. On provision of security measures to Hoegh LNG Klaipėda in compliance with
the Time Charter Party (Lease of a Floating Storage and Regasification Unit in
conjunction with maintenance and operation services) of 2 March, 2012. 

Decision adopted:

“To approve the following decision of the Board of AB Klaipėdos Nafta:

1. To conclude an agreement on assignment of claim rights (hereinafter, the
Assignment Agreement) and a maximum pledge agreement (hereinafter, the Pledge
Agreement) with Hoegh LNG Klaipėda, UAB (hereinafter, Hoegh LNG Klaipėda) in
accordance with the following main terms and conditions: 

(i) Claim rights (subject of the Assignment Agreement and the Pledge
Agreement): funds of the liquefied natural gas terminal (hereinafter, the LNGT)
(for compensation for all or part of costs for the construction and operation
of the LNGT, its infrastructure and connection), payable by AB Klaipėdos Nafta
in accordance with the Law on the Liquefied Natural Gas Terminal (official
gazette Valstybės Žinios, 2012, No. 68-3466) and Agreement No. 14-177-2013 of
29 August 2013 on payment of funds of the liquefied natural gas terminal, the
amount of which will be approved by an appropriate decision of the National
Control Commission for Prices and Energy (hereinafter, the NCCPE) and the
NCCPE's resolution of 9 October, 2012 on approving the description of the
procedure for administrating the funds allotted for compensating all or part of
costs for the construction and operation of the liquefied natural gas terminal,
its infrastructure and connection (Official Gazette Valstybės Žinios, 2012, No.
118-5973). 

(ii) Moment of transfer of claim rights: the claim rights shall be transferred
if AB Klaipėdos Nafta breaches the Time Charter Party (Lease of a Floating
Storage and Regasification Unit) concluded with Höegh LNG LIMITED (whose rights
have been transferred to Hoegh LNG Klaipėda) on 2 March, 2012 (hereinafter, the
Time Charter Party) or if another Fault Owner Termination Event, as defined in
the Time Charter Party, occurs and AB Amber Grid is notified about the
occurrence; for the purpose of notification, AB Klaipėdos Nafta will issue an
irrevocable power of attorney for the benefit of Hoegh LNG Klaipėda. 

(iii) Secured obligation: all and any obligations of AB Klaipėdos Nafta arising
out of the Time Charter Party, as amended or restated from time to time, both
the principal and other obligations or related damages and expenses under the
Time Charter Party. 

(iv) Maximum amount of the secured obligation: USD 50,000,000 (fifty million US
dollars) per one year of the Time Charter Party. The amount that may be claimed
to be transferred by AB Amber Grid to Hoegh LNG Klaipėda shall be reduced by
any amount received under other security measures of the Charterer (pledge and
bank guarantee, if any) within the respective one year of the Time Charter
Party. The security shall be provided for the entire effective term of the Time
Charter Party. 

2. To authorise and commit the General Manager of AB Klaipėdos Nafta to
conclude and sign the Assignment Agreement and the Pledge Agreement in
accordance with the conditions provided for in clauses 1 and 2 of the decision
of the Board. 

3. To establish that the decision of the Board of AB Klaipėdos Nafta provided
for in the above clauses 1 and 2 shall come into force after its approval by
the General Meeting of Shareholders of AB Klaipėdos Nafta, as provided for in
Article 16.10 of the Articles of Association of AB Klaipėdos Nafta.” 




         General Manager, Mantas Bartuška, (+ 370 46) 391 772