Notice on Convocation of Extraordinary General Meeting of Shareholders of AB Klaipedos nafta
Notice is hereby given that on the initiative and 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), Extraordinary General Meeting of Shareholders of the Company will be held on 27 November 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 2nd floor).
Agenda of the meeting:
1. Regarding the approval of the decision of the Board of AB Klaipėdos nafta to cancel the pledge of all current and future amounts receivable (the LNG terminal security component) pledged to UAB Hoegh LNG Klaipeda and to pledge these current and future amounts receivable (the LNG terminal security component) by a senior pledge to the Ministry of Finance of the Republic of Lithuania for the state guarantee issued by the Republic of Lithuania;
2. Regarding the approval of the decision of the Board of AB Klaipėdos nafta to obtain and present up to EUR 20,000,000 (twenty million euros) annual bank guarantee to Höegh LNG Ltd and UAB Hoegh LNG Klaipeda as a security for obligations of AB Klaipėdos nafta under the Time Charter Party of 2 March 2012 (including any and all related amendments and supplemental agreements and other documents), signed between AB Klaipėdos nafta and UAB Hoegh LNG Klaipeda (previously, Höegh LNG Limited), extending this bank guarantee each year until 2024;
3. Regarding the approval of the decision of the Board of AB Klaipėdos nafta to mortgage the Subačius oil terminal for obligations of AB Klaipėdos nafta according to the state guarantee granted by the Republic of Lithuania;
4. Regarding the approval of the decision of the Board of AB Klaipėdos nafta to make an agreement for granting of a loan with the Nordic Investment Bank (hereinafter referred to as the NIB), borrowing from the NIB up to EUR 135.5 million (one hundred and thirty-five million five hundred thousand euros) for a period of up to 26 (twenty-six) years;
5. Regarding the amendment of the 22/08/2016 decision “Regarding the approval of the decision of AB Klaipėdos nafta Board to implement II stage of AB Klaipėdos nafta oil terminal expansion (supplementary railway track and trestle, expansion of light oil product tanks) investment project” item No. 1.
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 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: email@example.com and firstname.lastname@example.org. 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: email@example.com and firstname.lastname@example.org.
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: email@example.com and firstname.lastname@example.org 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 meeting shall be 20 November 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.
- Draft decisions;
- Ballot paper.
Jonas Lenkšas, Chief Financial Officer, +370 694 80594.
One Liberty Plaza - 165 Broadway
NY 10006 New York
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