Klaipedos Nafta AB - Notification on material event

Regarding draft decisions of the annual general meeting of shareholders of AB Klaipėdos Nafta

Draft decisions on agenda items of the general meeting of shareholders to be
held on 27 April 2012, proposed by the Board of the Company: 

1. Report of the auditor of the Company

The report has been heard.

2. Presentation of the 2011 annual report of the Company and approval of the
2011 annual financial statements of the Company. 

1) The annual report of the Company for 2011, prepared by the Company, checked
by the auditor and approved by the Board has been presented. 

2) To approve the audited annual financial statements of the Company for 2011.

3. Profit appropriation of the Company for 2011.

The Company's profit available for appropriation in the amount of LTL
71,227,000 (EUR 20,629,000) shall be distributed as follows: 

  -- to transfer LTL 3,561,000 (EUR 1,031,000) to the mandatory reserve;
  -- to allocate LTL 56,981,000 (EUR 16,503,000) for payment of dividends for
     2011, i.e. LTL 0.17 (EUR 0.049) of dividend amount per share.
  -- to transfer LTL 10,684,000 (EUR 3,094,000 eurų) to other reserves.

4. Election of the auditor of the Company.

  -- 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;

  -- 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 AB 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:

Articles of Association.

Drafts of Financial Statements, Annual and Independent Auditor's Reports for
the year ended 31 December 2011 of the Company. 




         Finance Director Mantas Bartuška, 8 46 391763

Attachments:

Balsavimo biuletenis 12 04 27 VAS EN.pdf

Istatai Klaipedos nafta EN.pdf

IFRS_2011_EN_kovo_30 su parasais.pdf