2012-04-27 14:40:10 CEST
2012-04-27 14:41:14 CEST
REGULATED INFORMATION
Klaipedos Nafta AB - Notification on material event
Regarding resolutions of the annual General Meeting of shareholders of SC Klaipėdos Nafta
Resolutions of the General Meeting held on 27 April 2012:
1. Report of the auditor of the Company. Not to vote, because resolutions
regards this items on agenda is no to be taken.
2. Presentation of the 2011 annual report of the Company and approval of the
2011 annual financial statements of the Company.
1) Not to vote, because resolutions regards this items on agenda is no to be
taken. The annual report (attached) prepared by the Company, assessed by the
auditor and approved by Company's Board was presented and listened to.
2) To approve a set of the audited annual financial statements of the Company
for 2011.
3.To appropriate the profit of the Company for 2011:
in LTL In EUR
thousand thousand
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Profit (loss) brought forward at the end of the last 25.973 7.522
finacial year
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Net profit (loss) of the financial year 45.253 13.106
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Transfers from other reserves into profit (loss) to 44.316 12.835
be appropriator
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Profit (loss) to be appropriated in total 115.542 33.463
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Part of the profit allotted to legal reserves 3.561 1.031
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Part of the profit allotted to the own shares 55.000 15.929
acquiring reserve
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Part of the profit allotted for dividend payment 56.981 16.503
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Profit (loss) brought forward at the end of the 0 0
financial year
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Dividend part per share: LTL 0,17 (EUR 0,049)
4. Election of the auditor of the Company.
1. To elect for one year the audit firm KPMG for auditing the 2012 financial
statements of the Company and assessing the Company's annual report for 2012;
2. To authorise the General Manager of the Company to enter into an audit
services agreement under which LTL 45,000 (forty five thousand Litas), VAT
excluded, would be paid for services related to the audit of the annual
financial statements of the Company for the financial year 2012 and the
assessment of the annual report.
5. Regarding the increase of the authorised capital of SC Klaipėdos Nafta.
To increase the authorised capital of AB Klaipėdos Nafta by additional
contributions of shareholders from LTL 342,000,000 (three hundred forty two
million Litas) to LTL 389,711,022 (three hundred eighty nine million seven
hundred eleven thousand twenty two Litas) by issuing up to 47,711,022 (forty
seven million seven hundred eleven thousand twenty two) units of ordinary
registered shares with the nominal value of LTL 1 (one Litas) each.
To establish that in increasing the authorised capital of AB Klaipėdos Nafta,
the issue price of newly issued shares shall be fixed according to the weighted
average market price of the shares of the Company during the six-month period
from 28 September 2011 to 27 March 2012 and shall be equal to LTL 1.35 (one
Litas thirty five cents) per one ordinary registered share with the nominal
value of LTL 1 (one Litas).
To grant the right to the shareholders of AB Klaipėdos Nafta, who own shares in
AB Klaipėdos Nafta at the close of the record date of the rights pertaining to
this general meeting of shareholders (at the close of the 10th business day
after the respective general meeting of shareholders), to acquire newly issued
shares in proportion to the nominal value of the shares owned by the
shareholders.
To establish that the Republic of Lithuanian being a shareholder of AB
Klaipėdos Nafta, represented by the Ministry of Energy of the Republic of
Lithuanian (state-funded institution, identification code 302308327, office
address: Gedimino ave. 38/ Vasario 16-osios str. 2), shall pay for the newly
issued shares of AB Klaipėdos Nafta, with the nominal value of LTL 1 (one
Litas) each, which it will be entitled to acquire by exercising its right of
pre-emption, and the issue price is equal to the issue price of other new
shares issued by increasing the authorised capital of the Company, as
established by this decision, by non-monetary contribution in property in
compliance with the investment terms and conditions established in Resolution
No. 204 of the Government of the Republic of Lithuania “On the investment of
state-owned property and the increase of the authorised capital of AB Klaipėdos
Nafta”, dated 15 February 2012.
Other shareholders of AB Klaipėdos Nafta shall pay for the newly issued shares
of the Company in cash.
To obligate and authorise the Board of AB Klaipėdos Nafta, in compliance with
this decision and applicable legal acts, to establish any other terms and
conditions of the new share issue that have not been specifically provided in
the decisions of this general meeting of shareholders, including, without
limitation, to establish the terms and conditions for the distribution of the
share issue, the terms and conditions for the subscription of the share issue,
and the terms and conditions for payment for the share issue.
To obligate and authorise the Board of AB Klaipėdos Nafta, in compliance with
this decision and applicable legal acts, to prepare, approve and submit to the
Bank of Lithuania for approval a prospectus of the new share issue of AB
Klaipėdos Nafta.
If not all the shares of AB Klaipėdos Nafta intended to be issued following
this decision are subscribed for within the time limit set by the Board of AB
Klaipėdos Nafta for subscription of shares, the authorised capital of AB
Klaipėdos Nafta may be increased by the amount of the nominal value of the
subscribed shares. In this case, the Board of AB Klaipėdos Nafta shall be
authorised to amend the amount of the authorised capital indicated in the
Articles of Association of AB Klaipėdos Nafta respectively.
6. Regarding the approval of the decision of the Board of AB Klaipėdos Nafta to
lease the property of Subačius Oil Products Terminal and to approve the main
lease terms.
To approve the decision of the Board of the Company to lease the property of
Subačius Oil Products Terminal, in Kunčiai village and Subačius town, Kupiškis
District Municipality, the book value of which will exceed 1/20 of the
authorised capital after the contribution of this property to the authorised
capital of AB Klaipėdos Nafta, to PE Lithuanian Oil Product Agency for the term
of 10 (ten) years at the rent of LTL 2.10 (two Litas twenty cents) for the
period from 2012 to 2016, and at the rent of LTL 4.10 (four Litas ten cents)
for the period from 2017 to 2021 per ton of stored petroleum products per
month, by indexing the rent tariff annually according to the change in the
Index of Consumer Prices.
7. Regarding the amendment of the Articles of Association of AB Klaipėdos Nafta.
To amend the Articles of Association of AB Klaipėdos Nafta by specifying the
competence of the Board and the manager of the company and stipulating the
amount of amended authorised capital.
To approve the new wording of the Articles of Association of AB Klaipėdos Nafta
(enclosed).
To authorise the manager of AB Klaipėdos Nafta to sign the amended Articles of
Association of the Company and to submit them for registration with the
Register of Legal Entities.Enclosed:
The audited annual financial statements of the Company for 2011.
Articles of Association.
Mantas Bartuška, Finance Director, + 370 46 391 763
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