KN Energies AB

AGM Information • Sep 19, 2014

BALLOT PAPER FOR VOTING IN WRITING IN THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AB KLAIPĖDOS NAFTA, TO BE HELD ON 15 OCTOBER 2014

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
On provision of security measures to Hoegh LNG Klaipėda in compliance with the Time Charter Party (Lease of a Floating Storage and Regasification Unit in conjunction with maintenance and operation services) of 2 March 2012.	"To approve the following decision of the Board of AB Klaipėdos Nafta: 1. To conclude an agreement on assignment of claim rights (hereinafter, the Assignment Agreement) and a maximum pledge agreement (hereinafter, the Pledge Agreement) with Hoegh LNG Klaipėda, UAB (hereinafter, Hoegh LNG Klaipėda) in accordance with the following main terms and conditions: (i) Claim rights (subject of the Assignment Agreement and the Pledge Agreement): funds of the liquefied natural gas terminal (hereinafter, the LNGT) (for compensation for all or part of costs for the construction and operation of the LNGT, its infrastructure and connection), payable by AB Klaipėdos Nafta in accordance with the Law on the Liquefied Natural Gas Terminal (official gazette Valstybės Žinios, 2012, No. 68-3466) and Agreement No. 14-177-2013 of 29 August 2013 on payment of funds of the liquefied natural gas terminal, the amount of which will be approved by an appropriate decision of the National Control Commission for Prices and Energy (hereinafter, the	For	Against

NCCPE) and the NCCPE's resolution of 9 October
2012 on approving the description of the procedure
for administrating the funds allotted for
compensating all or part of costs for the
construction and operation of the liquefied natural
gas terminal, its infrastructure and connection
(official gazette Valstybės Žinios, 2012, No. 118-
5973).
(ii) Moment of transfer of claim rights: the claim
rights shall be transferred if AB Klaipėdos Nafta
breaches the Time Charter Party (Lease of a
Floating Storage and Regasification Unit)
concluded with Höegh LNG LIMITED (whose
rights have been transferred to Hoegh LNG
Klaipėda) on 2 March 2012 (hereinafter, the Time
Charter Party) or if another Fault Owner
Termination Event, as defined in the Time Charter
Party, occurs and AB Amber Grid is notified about
the occurrence; for the purpose of notification, AB
Klaipėdos Nafta will issue an irrevocable power of
attorney for the benefit of Hoegh LNG Klaipėda.
(iii) Secured obligation: all and any obligations of
AB Klaipėdos Nafta arising out of the Time Charter
Party, as amended or restated from time to time,
both the principal and other obligations or related
damages and expenses under the Time Charter
Party.
(iv) Maximum amount of the secured obligation:
USD 50,000,000 (fifty million US dollars) per one
year of the Time Charter Party. The amount that
may be claimed to be transferred by AB Amber Grid
to Hoegh LNG Klaipėda shall be reduced by any
amount received under other security measures of
the Charterer (pledge and bank guarantee, if any)
within the respective one year of the Time Charter
Party. The security shall be provided for the entire
effective term of the Time Charter Party.
2. To authorise and commit the General
Manager of AB Klaipėdos Nafta to conclude and
sign the Assignment Agreement and the Pledge
Agreement in accordance with the conditions
provided for in clauses 1 and 2 of the decision of
the Board.
3. To establish that the decision of the Board of
AB Klaipėdos Nafta provided for in the above
clauses 1 and 2 shall come into force after its
approval by the General Meeting of Shareholders 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

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 15 October 2014.

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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