Klaipedos Nafta - Notification on material event

SC Klaipedos Nafta has concluded the Liquefied Natural Gas Terminal jetty usage agreement

On 9 March 2015 SC Klaipedos Nafta (hereinafter - the Company) concluded the
Liquefied Natural Gas Terminal (hereinafter - the LNGT) jetty usage agreement
(hereinafter - the Agreement) with the Klaipeda State Seaport Authority
(hereinafter - the Port Authority). 

The main terms of the Agreement inter alia include the following:

1. The Port Authority allows the Company or any legal successors of the company
to use the LNGT jetty for a fee; 

2. The usage term of the LNGT jetty shall be 50 (fifty) years (of which the
last 30 years (or more depending on the Port Authority's investment into the
LNGT jetty pay-off terms) - shall be for the LNGT jetty usage under common
usage conditions by the Port Authority); 

3. Until the investment into the LNGT jetty of the Port Authority pays-off, the
annual usage fee payable by the Company for the usage of the LNGT jetty
(hereinafter - the annual Usage Fee) shall be determined by the following
formula: 

Pkm = It1/20; IRR5% + St, ,

whereas:

• Pkm - the annual Usage Fee;

• It1/20; IRR5%  - Port Authority's investment into the port's infrastructure
related to the LNGT jetty, exclusively made before the date of transfer of the
LNGT jetty to the Company, annual share calculated by applying the investment
pay-off term of 20 years from 1 January 2015 and 5% internal rate of return
(the project's internal rate of return); 

• St - Port Authority's annual direct costs, exclusively related to the LNGT;

4. Payable annual Usage Fee shall be reduced by deducting from the annual Usage
Fee the sum of Klaipeda State Seaport duties collected by the Port Authority
from the vessels related to the LNGT activities and the Constant Payment (a fee
payable by the Company calculated under the provisions, terms and other
conditions set in the Klaipeda State Seaport's Land Lease Fee Calculation Rules
as approved by the Order No. 3-671 by the Minister of Transportation of the
Republic of Lithuania dated 15 November 2010 (or under the rules established in
the equivalent legal act regulating the calculation of the fee for the usage of
the hydro technical constructions at the actual time)), and taking into
consideration all accumulated income during the previous year exceeding the
annual Usage Fee in accordance with the formula of the Agreement. 

5. In accordance with the Agreement, from the moment the Port Authority's
investment into the LNGT jetty pays-off, the annual Usage Fee shall exclusively
consist only of the Constant Payment. 

6. The Parties shall have a right to terminate the Agreement only in case of
enactment of the new laws of the Republic of Lithuania and / or other legal
acts related to the regulation of legal terms regarding the usage of the LNGT
jetty. 

The main conditions of the Contract inter alia include the following:

The Agreement is concluded inter alia in accordance with the Decree of the
Republic of Lithuania Government No. 864 dated 11 June 2012 “Regarding the
Decree of the Republic of Lithuania dated 15 February 2012 No. 199 “Regarding
the Construction of the LNGT” Amendment”, which 6 clause determined that the
execution company of the LNGT project and (or) LNGT operator shall use the
jetty for mooring of the liquefied natural gas floating storage unit and shall
pay the annual jetty fee calculated in accordance with the requirements of the
present decree and other legal acts under basis of agreement with the Port
Authority. 

The Agreement shall enter into force upon the approval of the general meeting
of shareholders of the Company, as provided for in Article 16.10 of the
Articles of Association of the Company. On 17 February 2015 the Board of the
Company had approved the conclusion of this Agreement. 


         Marius Pulkauninkas, Director of Finance and Administration
Department, tel. 8 46 391763