2013-02-08 08:04:32 CET

2013-02-08 08:05:38 CET


REGULATED INFORMATION

Lithuanian English
Klaipedos Nafta AB - Notification on material event

On Alternative Draft Decision of Question No.2 of the Agenda of the Extraordinary General Meeting of Shareholders, scheduled for 11 February 2013 


On 6 February 2013, the Board of AB Klaipėdos nafta (hereinafter, the
“Company”), amended the Decision of the Board, raised for approval in the
Extraordinary General Meeting of Shareholders of the Company (Question No.2 of
the approved Agenda), scheduled for 11 February 2013 at 1:00 p.m. and approved
the alternative draft decision for this question of the Agenda, as follows: 

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”). 

II. Alternative Draft Decision:

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

“1.1. 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: 

1.1.1. 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); 

1.1.2. 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; 

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

1.1.4. 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. 

1.1.5. 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.“ 



The information, foreseen in the applicable legal acts, which has to be
provided while informing on convocation of the meeting, was announced by the
Company on 18 January 2013, announcing the notification on material event. 

The renewed draft decisions on the all issues of the Agenda, as well as other
enclosures, including those that had been already announced by the Company on
18 January 2013, announcing the notification on material event, are attached
hereto. 



Enclosures:

1. Draft decisions of the meeting.

2. General voting ballot paper of the meeting.

3. Draft of the Articles of Association.




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