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KN Energies AB

AGM Information Jun 2, 2014

2252_dva_2014-06-02_2d00772f-2c83-4e28-bcc4-2c153bdfc5e7.pdf

AGM Information

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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 26 JUNE 2014

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:

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

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:

………………………………………………………

………………………………………………………

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. On approving the decision of the Board of
AB
Klaipėdos
Nafta
to
amend
Claims
Assignment
Agreement
No.
J4-17-2013
entered into with Nordea Bank Finland Plc on
15 February 2013.
"To approve the decision of the Board of AB
Klaipėdos Nafta:
1.
To amend Claims Assignment Agreement
No.
J4-17-2013
(the
"Claims
Assignment
Agreement") entered into on 15 February 2013
on the basis of the Board's decisions dated 22
January 2013 and 6 February 2013, replacing a
party to the Claims Assignment Agreement, i.e.
the Bank, with the assignee of rights and
obligations of the Bank, i.e. the Parent Bank.
2.
To determine that the Board's decision
referred to in Clause 1 above will enter 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.
3.
To authorise and oblige the General
Manager of AB Klaipėdos Nafta to sign an
additional arrangement on replacing a party to
the
Claims
Assignment
Agreement
in
compliance with the relevant decision of the
Board, for which the approval of the general
meeting of shareholders of AB Klaipėdos Nafta
has been obtained, with the Parent Bank."
For Against
1.1.
On a behalf of AB Klaipėdos Nafta to sign
no more than 32 333 334 (thirty two million
three hundred and thirty-three thousand three
hundred and thirty four) of newly issued
ordinary shares of UAB LITGAS of nominal
value of 1 litas and of the total issue price no
more than 32 333 334 (thirty two million three
hundred thirty three thousand three hundred
thirty four) litas;
1.2.
To establish that the above mentioned
newly issued shares of UAB LITGAS can be
signed – either at once by one share capital
increase, either in several subsequent share
capital increase iterations;
For
Agaist
1.3.
To establish that during the increase of the
share capital of UAB LITGAS AB Klaipėdos
Nafta shall be entitles to sign any other smaller
number of shares, but in all cases it must be
guaranteed that the part of shares of AB
Klaipėdos Nafta" in the share capital of UAB
LITGAS remains no less that 1/3rd.
1.4.
To establish that AB Klaipėdos Nafta will
sign the newly issued shares of UAB LITGAS
after the general shareholders meeting of UAB
LITGAS takes appropriate decisions regarding
the increase of share capital of UAB LITGAS.
Accordingly, if the share capital of UAB
LITGAS
would
be
increased
in
several
subsequent iterations, AB Klaipėdos Nafta will
sign the newly issued shares only after the
general
meeting
of
UAB
LITGAS
takes
appropriate decisions regarding the particular
separate stage of the increase of the share
capital of UAB LITGAS.
2.
To determine that the Board's decision
referred to in Clause 1 above will enter 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."
2. On approving the decision of the Board of
AB Klaipėdos Naftato invest in newly issued
shares of UAB LITGAS, issued during the
increase of the share capital of UAB LITGAS.
"To approve the decision of the Board of AB
Klaipėdos Nafta:
1. Along with UAB Lietuvos Energija (code
301844044),
which
is
the
other
main
shareholder of the company UAB LITGAS (code
302937277), to take part in the share capital
increase of UAB LITGAS, during which no more
than 97 000 002 (ninety seven million and two)
new ordinary shares of the nominal value of 1
(one) litas shares will be issued, the price per
share issued equal to 1 (one) litas and paid in
cash:
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 26 June 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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