2014-06-26 20:26:15 CEST

2014-06-26 20:27:15 CEST


REGULATED INFORMATION

Lithuanian English
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 26 June 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 approving the decision of the Board of AB Klaipėdos Nafta to amend Claims
Assignment Agreement No. J4-17-2013 entered into with Nordea Bank Finland Plc
on 15 February 2013. 

2. On approving the decision of the Board of AB Klaipėdos Nafta to invest in
newly issued shares of UAB LITGAS, issued during the increase of the share
capital of UAB LITGAS. 

Decisions adopted:

1. On approving the decision of the Board of AB Klaipėdos Nafta to amend Claims
Assignment Agreement No. J4-17-2013 entered into with Nordea Bank Finland Plc
on 15 February 2013: 

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

1. To amend Claims Assignment Agreement No. J4-17-2013 (the “Claims Assignment
Agreement”) entered into on 15 February 2013 on the basis of the Board's
decisions dated 22 January 2013 and 6 February 2013, replacing a party to the
Claims Assignment Agreement, i.e. the Bank, with the assignee of rights and
obligations of the Bank, i.e. the Parent Bank. 

2. To determine that the Board's decision referred to in Clause 1 above will
enter 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. 

3. To authorise and oblige the General Manager of AB Klaipėdos Nafta to sign an
additional arrangement on replacing a party to the Claims Assignment Agreement
in compliance with the relevant decision of the Board, for which the approval
of the general meeting of shareholders of AB Klaipėdos Nafta has been obtained,
with the Parent Bank.“ 

2. On approving the decision of the Board of AB Klaipėdos Nafta to invest in
newly issued shares of UAB LITGAS, issued during the increase of the share
capital of UAB LITGAS: 

„To approve the decision of the Board of AB Klaipėdos Nafta:

1. Along with UAB Lietuvos Energija (code 301844044), which is the other main
shareholder of the company UAB LITGAS (code 302937277), to take part in the
share capital increase of UAB LITGAS, during which no more than 97 000 002
(ninety seven million and two) new ordinary shares of the nominal value of 1
(one) litas shares will be issued, the price per share issued equal to 1 (one)
litas and paid in cash: 

1.1. On a behalf of AB Klaipėdos Nafta to sign no more than 32 333 334 (thirty
two million three hundred and thirty-three thousand three hundred and thirty
four) of newly issued ordinary shares of UAB LITGAS of nominal value of 1 litas
and of the total issue price no more than 32 333 334 (thirty two million three
hundred thirty three thousand three hundred thirty four) litas; 

1.2. To establish that the above mentioned newly issued shares of UAB LITGAS
can be signed - either at once byone share capital increase, either in several
subsequent share capital increase iterations; 

1.3. To establish that during the increase of the share capital of UAB LITGAS
AB Klaipėdos Nafta shall be entitles to sign any other smaller number of
shares, but in all cases it must be guaranteed that the part of shares of AB
Klaipėdos Nafta“ in the share capital of UAB LITGAS remains no less that 1/3rd. 

1.4. To establish that AB Klaipėdos Nafta will sign the newly issued shares of
UAB LITGAS after the general shareholders meeting of UAB LITGAS takes
appropriate decisions regarding the increase of share capital of UAB LITGAS.
Accordingly, if the share capital of UAB LITGAS would be increased in several
subsequent iterations, AB Klaipėdos Nafta will sign the newly issued shares
only after the general meeting of UAB LITGAS takes appropriate decisions
regarding the particular separate stage of the increase of the share capital of
UAB LITGAS. 

2. To determine that the Board's decision referred to in Clause 1 above will
enter 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.“ 




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