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KN Energies AB

Proxy Solicitation & Information Statement Dec 5, 2022

2252_agm-r_2022-12-05_b38e2108-f78f-4984-ae92-e238ab1d588e.pdf

Proxy Solicitation & Information Statement

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BALLOT PAPER FOR VOTING IN WRITING IN THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AB KLAIPĖDOS NAFTA, TO BE HELD ON 27-12-2022

Shareholder's first name, surname (legal entity name) ……………………………………………...............................................................................................................................

Shareholder's personal ID number (legal entity code)

……………………………………………...............................................................................................................................

Number of shares held

……………………………………………...............................................................................................................................

Number of votes held ……………………………………………...............................................................................................................................

Please cross out what does not apply ("FOR" or "AGAINST") and leave the selected version of the resolution not crossed:

Organizational issues of the meeting

To propose to elect the following person as the Chairman of the meeting and to vote "for" the proposed candidate:

………………………………………………………

To propose to elect the following person as the Secretary of the meeting and to vote "for" the proposed candidate:

………………………………………………………

To propose to elect the following person as the person responsible for performance of actions provided for in paragraph 2 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote "for" the proposed candidate:

………………………………………………………

Matter on the agenda Draft resolution
1. Item of the Agenda No 1

Regarding the approval of
the decision of the Board of AB Klaipėdos nafta to give
a guarantee or guarantees of AB Klaipėdos nafta for the
indirectly controlled subsidiary KN AÇU SERVIÇOS
DE TERMINAL DE GNL LTDA:
"To approve the following decision of the Board of AB Klaipėdos
nafta:
To provide a guarantee or guarantees in the name of AB Klaipėdos
nafta
to secure the fulfilment of obligations of KN AÇU SERVIÇOS
DE TERMINAL DE GNL LTDA. (hereinafter –
KN Acu) to UTE GNA
I GERAÇÃO DE ENERGIA S.A. (hereinafter –
GNA1), UTE GNA II
GERAÇÃO DE ENERGIA S.A. (hereinafter –
GNA2) and/or their
legal successors, subsidiaries, affiliates, lenders under the Operations
For Against
and Maintenance (O&M) Services Agreement (hereinafter –
Agreement) in connection to the LNG terminal located in Porto do
Açu for the validity period of the Agreement (issuing a guarantee or
guarantees for the entire period of the Agreement or issuing separate
guarantees for relevant shorter periods). To establish that a guarantee
or guarantees of AB Klaipėdos nafta can be given both as a direct
guarantee of AB Klaipėdos nafta to GNA1, GNA2 and/or their legal
successors, subsidiaries, affiliates, lenders for the obligations of KN
Acu, and indirectly –
AB Klaipėdos nafta guaranteeing (also
depositing cash or securing in any other way) the fulfilment of
obligations of KN Acu to third parties, which issue guarantees or give
other security for fulfilment of obligations of KN Acu to GNA1, GNA2
and/or their legal successors, subsidiaries, affiliates, lenders under
the Agreement. To establish that the total maximum amount covered
by such guarantees of AB Klaipėdos nafta (whether direct or indirect)
shall be limited to 100% of the annual revenue of KN Acu, generated
under the Agreement, consisting of (i) the fixed fee (which changes
subject to annual inflation), (ii) the variable fee (depending on the
utilization of the terminal and which changes subject to annual
inflation), (iii) compensation for incurred expenses (depending on
actually incurred expenses of a certain type, that GNA1, GNA2 and/or
their legal successors, subsidiaries, affiliates, lenders compensate
under the Agreement) and the total amount of such revenue in one
year, as estimated, should not exceed EUR 5 900 000 as established
in the Agreement (without regard to possible foreign exchange
fluctuations)."
Regarding any other new draft resolutions, not indicated above, to vote with all the votes held For Against

We hereby confirm that we have familiarised in advance with the agenda of the Extraordinary General Meeting of Shareholders of AB Klaipėdos nafta referred to in this Ballot Paper and the draft resolutions contained herein, therefore we may express in advance in writing the will of …………………..............................................................................................................................., as a shareholder of AB Klaipėdos nafta in voting on the matters considered at the Extraordinary General Meeting of Shareholders. Having regard to our will expressed in writing on the agenda matters of the Extraordinary General Meeting of Shareholders, it should be considered that …………………......................................................................................................................... participated in the Extraordinary General Meeting of Shareholders of AB Klaipėdos nafta held on 27-12-2022.

First name, surname, position of the shareholder (its representative):

Date and signature of the shareholder (its representative):

Date, title and number of the document entitling to vote (if the ballot paper is signed by anyone other than the head of the shareholder):

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