KN Energies AB

AGM Information • Mar 24, 2015

BALLOT PAPER FOR VOTING IN WRITING IN THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AB KLAIPĖDOS NAFTA, TO BE HELD ON 31 MARCH 2015

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

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Shareholder's personal ID number (legal entity code)

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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:

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Organisational 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:

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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:

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Matter on the agenda	Draft resolution
1. Regarding the approval of the decision of AB Klaipėdos Nafta's Board to conclude the Liquefied Natural Gas Terminal jetty usage agreement with the Klaipėda State Seaport Authority.	"To approve the decision of AB Klaipėdos Nafta Board: 1. To conclude the Liquefied Natural Gas Terminal (hereinafter – the LNGT) jetty usage agreement (hereinafter – the Agreement) with the Klaipėda State Seaport Authority (hereinafter – the Port Authority) under the following main terms: 1.1. The Port Authority allows AB Klaipėdos Nafta or any legal successors of the company to use the LNGT jetty for a fee; 1.2. The usage term of the LNGT jetty shall be 50 (fifty) years (of which the last 30 years (or more depending on the Port Authority's investment into the LNGT jetty pay-off terms) – shall be for the LNGT jetty usage under common usage terms by the Port Authority); 1.3. Until the investment into the LNGT jetty of the Port Authority pays-off, the annual usage fee payable by AB Klaipėdos Nafta for the usage of the LNGT jetty (hereinafter – the annual Usage Fee) shall be determined by the following formula: Pkm = It1/20; IRR5% + St,	For	Against

whereas:
• Pkm – the annual Usage Fee;
• It1/20; IRR5% - Port Authority's investment
into the port's infrastructure related to the
LNGT jetty, exclusively made before the date of
transfer of the LNGT jetty to AB Klaipėdos
Nafta, annual share calculated by applying the
investment pay-off term of 20 years from 1
January 2015 and 5% internal rate of return
(the project's internal rate of return);
• St - Port Authority's annual direct costs,
exclusively related to the LNGT;
1.4. Payable annual Usage Fee shall be reduced
by deducting from the annual Usage Fee the
sum of Klaipėda State Seaport duties collected
by the Port Authority from the vessels related to
the LNGT activities and the Constant Payment
(a fee payable by AB Klaipėdos Nafta calculated
under the provisions, terms and other terms set
in the Klaipėda State Seaport's Land Lease Fee
Calculation Rules as approved by the Order No.
3-671 by the Minister of Transportation of the
Republic of Lithuania dated 15 November 2010
(or under the rules established in the equivalent
legal act regulating the calculation of the fee for
the usage of the hydro technical constructions at
the actual time), and taking into consideration
all accumulated income during the previous
year exceeding the annual Usage Fee in
accordance with the formula of the Agreement.
1.5. In accordance with the Agreement, from the
moment the Port Authority's investment into the
LNGT jetty pays-off, the annual Usage Fee shall
exclusively consist only of the Constant
Payment.
1.6. The Parties shall have a right to terminate
the Agreement only in case of enactment of the
new laws of the Republic of Lithuania and / or
other legal acts related to the regulation of legal
terms regarding the usage of the LNGT jetty.
2. To authorize AB Klaipėdos Nafta General
Manager, under the main terms approved by the
decision of AB Klaipėdos Nafta Board, to sign
the Liquefied Natural Gas Terminal jetty usage
agreement with the Klaipėda State Seaport
Authority.
3. To establish that these decisions of AB
Klaipėdos Nafta Board shall enter into force
upon the approval of the General Shareholder
Meeting of AB Klaipėdos Nafta, as provided for
in Article 16.10 of the Articles of Association of
AB Klaipėdos Nafta."

	Regarding any other new draft resolutions, not indicated above, to vote with all the votes held	For	Against
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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 31 March 2015.

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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