Proxy Solicitation & Information Statement • Dec 5, 2022
Proxy Solicitation & Information Statement
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Shareholder's first name, surname (legal entity name) ……………………………………………...............................................................................................................................
……………………………………………...............................................................................................................................
……………………………………………...............................................................................................................................
Please cross out what does not apply ("FOR" or "AGAINST") and leave the selected version of the resolution not crossed:
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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