Klaipedos Nafta AB - Notification on material event

On the alternative draft decision on the issue on the agenda of the Extraordinary General Meeting of Shareholders to be held on 2 July 2013

On 28 June 2013, the Board of Klaipėdos nafta, AB (hereinafter also, the
Company) by its decision supplemented the decision of the Board of the Company,
which is suggested to be approved by the Extraordinary General Meeting of
Shareholders of the Company to be held on 2 July 2013 at 13:00, and approved of
the alternative draft decision on the following issue on the agenda of the
General Meeting of Shareholders: 

“On the approval of the Decision of the Board of Klaipėdos nafta, AB to enter
into a Credit Agreement with European Investment Bank (hereinafter, the EIB). 

Alternative draft decision II:

To approve the decision of the Board of Klaipėdos nafta, AB of 31 May 2013,
supplemented on 28 June 2013: 

1. To enter into a Credit Agreement with EIB under the standard practice of the
EIB, under which: 

1.1. the maximum credit amount shall be 87,000,000 (eighty seven million) Euro
(300,000,000 (three hundred million) Litas); 

1.2. the term of the credit shall be up to 20 (twenty) years;

1.3. interest: variable or fixed, which particular rate would be provided in
the EIB's disbursement proposal; 

1.4. conditions precedent to credit disbursement shall be as follows:

- evidence must be provided to the Bank that the Company has obtained all
necessary authorities for conclusion of the Credit Agreement with the Bank and
the Credit Agreement with the Bank will be signed by a duly authorised
person(s) and certified specimen signature(s) of such person(s) must be
presented; 

- evidence must be provided to the Bank that the Company has obtained all
necessary decisions and permissions of its governance bodies and shareholders
for the conclusion of the Credit Agreement with the Bank and implementation of
the LNGT project (hereinafter, the Project); 

- evidence must be provided to the Bank that the European Commission has given
its consent (does not object) to the issue of the state guarantee under the
Guarantee Agreement, which would secure the fulfilment of the Company's
financial obligations under the Credit Agreement to the Bank (hereinafter, the
Guarantee Agreement); 

- the Bank must be provided with a duly concluded and certified Guarantee
Agreement in the substance and form acceptable to the Bank; 

- the Bank must be provided with a legal opinion to the effect that all the
conditions for the conclusion of the Credit Agreement have been duly fulfilled
and all necessary documents have been presented by the Company. The legal
opinion must be of the substance and form acceptable to the Bank. It must be
presented to the Bank before the signature of the  Credit Agreement; 

- evidence must be provided to the Bank that all Project related engineering,
procurement and construction contracts (EPC contracts) between the Company and
its relevant counterparties have been duly concluded, are in effect and that
the conditions precedent to coming into force of such contracts provided for
therein have been duly fulfilled or have been waived; 

1.5. Obligations of Klaipėdos nafta, AB and/or its subsidiaries inter alia
would be: 

- not to make early repayment of any other loans granted by other financing
parties, except when: 

  -- a prior written consent of the EIB has been obtained for such early
     repayment; or
  -- a loan granted under a revolving credit (overdraft) agreement is
     refinanced; or
  -- a loan is refinanced with the funds of the loan the term of which is the
     same as that of the refinanced loan or longer;

- upon EIB's request to repay the disbursed credit or its part if the Republic
of Lithuania ceases to control Klaipėdos nafta, AB as its shareholder; 

- to retain ownership of 100% of shares in the authorised capitals of the
subsidiaries, which own or manage any assets that form a part of the LNGT; 

- without a prior written consent of the EIB, not to transfer (i.e. not to
sell, assign, lease or transfer otherwise) any assets in Klaipėdos nafta, AB or
its subsidiaries, except if: 

(i) assets are transferred for the market price:

  -- when the market price is higher, the value of the consideration for the
     transferred assets during the credit period does not exceed 20% of the
     value of the consolidated fixed assets of Klaipėdos nafta, AB as on 31
     December 2012;
  -- the assets are sold in the ordinary course of trading activities; 
  -- the assets are transferred in exchange of other assets of comparable or
     superior type, value and quality; or
  -- upon a prior written consent of the EIB,

- in each case except for the assets, which form a part of the LNGT project
assets, and the controlling shareholding interest in the subsidiaries of
Klaipėdos nafta, AB, which own assets forming the LNGT, which interest cannot
be transferred; and 

(ii) assets forming a part of the LNGT are transferred to the wholly controlled
subsidiary of Klaipėdos nafta, AB; 

- not to encumber its own assets and assets of its subsidiaries in any way (not
to pledge, transfer amounts receivable, etc.). This restriction is not
applicable if the following is ensured: 

  -- debt of no more than EUR 100 million for financing of the LNGT project;
  -- debt obligations under the state guarantee; 
  -- all the debt obligations, intended for financing the activities of the oil
     terminal and/or expansion of its capacities or other development of the
     activities and/or infrastructure of the oil terminal, will not exceed EUR
     30 million in total. This restriction is not applicable to security for the
     obligations above; or
  -- Klaipėdos nafta, AB performing its ordinary activities or conducting
     ordinary daily trading transactions in the operation of the oil and/or oil
     products terminal and/or with regard to the working capital, provided that
     the security is cancelled within 12 months and the agreement or the
     transaction is not conducted, first of all, as a method for obtaining
     credit or financing acquisition of assets;

- to inform the EIB about more favourable terms given to other creditors or
stricter obligations assumed in respect of other creditors and the EIB has the
right to demand adding obligations more favourable to the EIB or more stricter
obligations of Klaipėdos nafta, AB to the Credit Agreement if Klaipėdos nafta,
AB assumes such obligations to other financing parties. 

2. To establish that the decision of the Board of Klaipėdos nafta, AB, provided
for in clause No.1 herein, shall become effective after the approval by the
General Meeting of the Shareholders of the Company, as it is provided in
Article 16.10 of the Bylaws of the Company. 

3. To authorise the General Manager of Klaipėdos nafta, AB to decide upon
loaning conditions, provided for in the EIB's disbursement proposals,
including, but not limited to: 

3.1. to decide upon variable or fixed interest rate;

3.2. to decide upon the requested amount of credit.

4. To authorise the General Manager of Klaipėdos nafta, AB to sign the Credit
Agreement with the EIB on the essential terms and conditions of the Credit
Agreement approved by the Board, which have also been approved by the General
Meeting of Shareholders of Klaipėdos nafta, AB, as it is provided in Article
16.10 of the Bylaws of the Company."



The Company presented the information provided for in applicable legal acts,
which must be presented when informing about the convocation of the meeting, on
7 June 2013 when notifying about the material event. An updated general voting
ballot paper is enclosed herewith. 



Enclosure:

General voting ballot paper of the meeting.






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

Attachments:

General ballot paper GMS KN 02-07-2013 EN amended.doc