Notice on Convocation of repeat Extraordinary General Meeting of Shareholders of AB Klaipedos Nafta

Notice is hereby given that by the resolution of the Board of AB Klaipedos Nafta, legal entity code 110648893, with the registered office at Burių str. 19, Klaipeda (hereinafter - the Company), repeat Extraordinary General Meeting of Shareholders of the Company will be held on 18 July 2019 at 1:00 p.m. The meeting will be held in the Company’s office at Buriu str. 19, Klaipeda, in the administrative office of the Company (in the hall of the meeting on the 2^nd floor).

The agenda of the 27 June 2019 General Meeting of Shareholders which was not held shall be valid at the repeat Extraordinary General Meeting of Shareholders. The quorum requirement is not applicable to the meeting. The draft decisions on the agenda also not changed.

Agenda of the meeting:

1. Regarding the approval of the decision of AB Klaipedos Nafta’s Board to transfer liquefied natural gas terminal activities to subsidiary UAB SGD terminalas;
2. Regarding the approval of the decision of AB Klaipedos Nafta’s Board to provide parent company guarantee for performance of obligations of UAB SGD terminalas under the time charter party agreement;
3. Regarding the amendment of the Articles of Association of AB Klaipedos Nafta.

The shareholders will be registered from 12:00 a.m. to 12:55 p.m. The persons intending to participate in the meeting shall have a personal ID document (an authorized representative shall have an authorization approved under the established procedure. The natural person’s authorization shall be notarized. An authorization issued in a foreign state shall be translated into the Lithuanian language and legalized under the procedure prescribed by the laws).

A shareholder or his proxy shall have the right to vote in writing in advance by filling in a general ballot paper. At the request of the shareholder, the Company shall send a general ballot paper to the shareholder by registered mail free of charge at least 10 days before the meeting. The filled-in general ballot paper and the document attesting the voting right shall be submitted to the Company no later than until the meeting, sending by registered mail or providing them at the address of the registered office of the Company indicated in the notice.

The ballot papers of 27 June 2019 Extraordinary General Meeting of Shareholders which was not held shall be valid at the repeat General Meeting of Shareholders. A shareholder shall not be entitled to vote at the General Meeting of Shareholders when considering a decision in respect of which he expressed his will in advance in writing.

The shareholders who hold shares carrying at least 1/20 of all the votes may propose additions to the agenda of the general meeting of shareholders by submitting with every proposed additional item of the agenda a draft resolution of the general meeting of shareholders or, when no resolution is required, an explanation. Proposals on addition to the agenda shall be submitted in writing or sent by e-mail. Written proposals shall be submitted to the Company on business days or sent by registered mail at the address of the registered office of the Company indicated in the notice. Proposals submitted by e-mail shall be sent to the following e-mails: info@kn.lt and s.granickiene@kn.lt. The agenda shall be supplemented if the proposal is received no later than 14 days before the Ordinary General Meeting of Shareholders. If the agenda of the general meeting of shareholders is supplemented, the Company shall notify on the additions no later than 10 days before the meeting in the same ways as in the case of convocation of the meeting.

The shareholders, who hold shares carrying at least 1/20 of all the votes, at any time before the general meeting of shareholders or during the meeting, may propose new draft resolutions on items which are or will be included in the agenda of the meeting. The proposals may be submitted in writing or sent by e-mail. Written proposals shall be submitted to the Company on business days or sent by registered mail at the address of the registered office of the Company indicated in the notice. Proposals submitted by e-mail shall be sent to the following e-mails: info@kn.lt and s.granickiene@kn.lt.

The shareholders shall have the right to submit to the Company in advance questions relating to the items on the agenda of the meeting. The shareholders may submit their written questions to the Company on business days or send by registered mail at the address of the registered office of the Company indicated in the notice no later than 3 business days before the meeting. The Company will reply to the questions by e-mail or in writing before the meeting, except the questions which are related to the Company’s commercial (industrial) secret, confidential information or which have been submitted later than 3 business days before the meeting.

The Company does not provide the possibility of participating and voting at the meeting by means of electronic communications.

The shareholder shall have the right to authorize through electronic communications means another person (natural or legal) to participate and vote in the meeting on behalf of the shareholder. No notarization of such authorization is required. The shareholder must confirm the proxy issued through electronic communications means by an electronic signature developed by a secure signature-creation device and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the proxy issued through electronic communications means to the following e-mails: info@kn.lt and s.granickiene@kn.lt no later than until the last business day before the meeting at 1:00 p.m. The proxy and the notice must be issued in writing. The proxy and the notice to the Company shall be signed with the electronic signature but not the letter sent by e-mail. By submitting the notice to the Company, the shareholder shall include the internet address from which it would be possible to download software free of charge to verify the shareholder’s electronic signature.

The record date of the repeat meeting shall be 11 July 2019 (only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders or their authorized persons, or persons with whom an agreement on assignment of the voting right has been executed, may participate and vote at the general meeting of shareholders).

The shareholders of the Company may familiarise with the draft resolution of the meeting and the form of the general ballot paper under the procedure prescribed by the laws in the registered office of the Company at Buriu str. 19, Klaipeda (tel.: 8 46 391636), or on the Company’s website at http://www.kn.lt/. The following information and documents shall be provided on the abovementioned internet website of the Company:

- The notification on convocation of the meeting;

- Total number of the Company’s shares and the number of shares with voting rights on the convening day of the meeting.

ENCLOSED: Ballot paper, 4 pages.

         Jonas Lenkšas, Chief Financial Officer, +370 694 80594.

Attachment

• Annex No. 1_Ballot paper_EGMS_en