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KN Energies AB

Annual / Quarterly Financial Statement Apr 29, 2014

2252_10-k-afs_2014-04-29_f69381db-ae56-4278-b4dc-d0cc29b73408.pdf

Annual / Quarterly Financial Statement

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FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION, INDEPENDENT AUDITOR'S REPORT AND ANNUAL STATEMENT

FOR THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2013

ǯ ͵ –
4
5 – 46
Statement of financial position 5 – 6
Statement of comprehensive income 7
Statement of changes in equity 8
Cash flow statement 9
ͳͲ
š'Žƒƒ–'"›'–‡ ͳͳ– 46
47

Statement of financial position

Notes ͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
ASSETS
Non-current assets
Intangible assets ͵ ͳǤʹ͸͸ ͳǤ͵ͷ4
Property, plant and equipment 4 ͷͳͺǤ͸ͷͲ ͶͶͶǤ͹ͳͳ
Long-term receivables ͳͲ ʹǤ͹͹͸ -
Investment into subsidiaries Ͳ - ͳǤͲͲͲ
Investment into associates 7 989 585
Total non-current assets 523.681 447.650
Current assets
Inventories 8 ͳǤͳͷͷ ͳǤͳ͵Ͷ
Prepayments 558 Ͷ͵ͺ
Trade receivables 9 ͳͳǤͲͷʹ ͳ͵Ǥͷ͹ͻ
‡ˆ—†•'ˆ‹…'‡–ƒš‡• 5.644 -
Other receivables ͳͲ ͳ͵Ǥ͹Ͳ͵ ͶǤͳͶͳ
Other financial assets ͳͳ ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ
Cash and cash equivalents ͳʹ 89.895 ͹ͻǤͺ͵Ͷ
Total current assets 152.153 112.360
Total assets 675.834 560.010

(cont'd on the next page)

ǡͳͳ-46, are an integral part of these financial statements.

Statement of financial position (cont'd)

Notes ͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
EQUITY AND LIABILITIES
Equity
Share capital ͳǡͳ͵ ͵ͺͲǤ͸Ͳ͸ ͵ͺͲǤ͸Ͳ͸
Share premium ͳ͵ ͳ͵Ǥͷͳʹ ͳ͵Ǥͷͳʹ
Legal reserve ͳ͵ ʹͶǤ͸ͳͳ ʹʹǤͷ͸ͳ
‡•‡"˜‡ˆ'"'™•Šƒ"‡• ͳ͵ ͷͷǤͲͲͲ ͷͷǤͲͲͲ
Other reserves ͳ͵ ͸ʹǤʹ͹͵ ʹ͵Ǥ͹ʹ͹
‡–ƒ‹‡†‡ƒ"‹‰• ͵ͷǤ͸Ͷͻ ͶͳǤͲͲ͸
Total equity 571.651 536.412
Non-current liabilities
‡ˆ‡""‡†‹…'‡–ƒšŽ‹ƒ"‹Ž‹–› ʹͶ ͸Ǥͻ͵ͷ ͹ǤͳͻͶ
Non-current employee benefits ͳͶ ͺ͵͹ ͺͳ͸
Loan ͳͷ ͷͳǤʹͳʹ -
Total non-current liabilities 58.984 8.010
Current liabilities
Loan ͳͷ ͳ͵Ͷ -
Trade payables ͳ͸ ʹͷǤͳͺͻ ͹Ǥͳͷ͹
Payroll related liabilities ͳ͹ ͶǤ͹ͺʹ ͵Ǥͺ͸ͻ
Provisions ͳͺ - ͳ͸Ͷ
…'‡–ƒš'ƒ›ƒ"އ - ʹǤͷʹͶ
Prepayments received ͶͲ ͷ͵
‹˜‹†‡†•'ƒ›ƒ"އ ͵ͻ ͵ͻ
Other payables and current liabilities ͳͻ ͳͷǤͲͳͷ ͳǤ͹ͺʹ
Total current liabilities 45.199 15.588
Total equity and liabilities 675.834 560.010

ǡͳͳ-46, are an integral part of these financial statements.

General Manager 'ƒ•ƒ•‹—Ž‹• ʹͳƒ"…ŠʹͲͳ4
‹"‡…–'"'ˆ ‹ƒ…‡ƒ†
†‹‹•–"ƒ–‹˜‡‡'ƒ"–‡–
ƒ–ƒ•ƒ"–—捃 ʹͳƒ"…ŠʹͲͳͶ
–‡"‹‡ƒ† of Accounting
‡'ƒ"–‡–
•–ƒ‡†Žƒ—•‹‡· ʹͳƒ"…ŠʹͲͳͶ

Statement of comprehensive income

Notes ʹͲͳ͵ ʹͲͳʹ
Sales ʹͲ ͳʹ͸Ǥͺ͸Ͳ ͳ͵ͺǤͺͺͳ
Cost of sales ʹͳ ȋ͹͸ǤͲͺͻȌ ȋͺͳǤ͵͵͸Ȍ
Gross profit 50.771 57.545
'‡"ƒ–‹‰‡š'‡•‡• ʹʹ ȋͳʹǤ͸Ͳ͸Ȍ ȋͳͲǤ͹͵ͶȌ
Other income ʹͶͶ ͳͲͺ
Profit from operating activities 38.409 46.919
Income from financial activities ʹ͵ 695 ͳǤͺͶ͹
Loss from financial activities ʹ͵ ȋͳͲ͸Ȍ ȋͳͳ͸Ȍ
Share of the associate's net profit (loss) 7 (669) ͳͲͺ
Profit before income tax 38.329 48.758
…'‡–ƒš‡š'‡•‡ ʹͶ ȋʹǤ͸ͺͲȌ ȋ͹Ǥ͵ʹͳȌ
Net profit 35.649 41.437
Other …''"‡Š‡•‹˜‡‹…'‡ȋ‡š'‡•‡•Ȍ - -
Items that will not be subsequently reclassified to profit or loss - -
Items that may be subsequently reclassified to profit or loss - -
Total comprehensive income 35.649 41.437
ƒ•‹…ƒ††‹Ž—–‡†‡ƒ"‹‰•ȋŽ'••‡•Ȍ'‡"•Šƒ"‡ǡ‹ ʹͷ ͲǡͲͻ Ͳǡͳͳ

ǡͳͳ-46, are an integral part of these financial statements.

General Manager 'ƒ•ƒ•‹—Ž‹• ʹͳƒ"…ŠʹͲͳͶ
‹"‡…–'"'ˆ ‹ƒ…‡ƒ†
Administrative ‡'ƒ"–‡–
ƒ–ƒ•ƒ"–—捃 ʹͳƒ"…ŠʹͲͳͶ

· ʹͳʹͲͳͶ

Statement of changes in equity

Notes Share
capital
Share
premium
Legal
reserve
‡serve for
own shares
Other
reserves
etained
earnings
Total
ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳͳ ͵ͶʹǤͲͲͲ - ͳͻǤͲͲͲ - ͸ͺǤͲͶ͵ ͹ͲǤ͹ͻͷ ͶͻͻǤͺ͵ͺ
Net profit for the year - - - - - ͶͳǤͶ͵͹ ͶͳǤͶ͵͹
Other comprehensive income - - - - - - -
Total comprehensive income - - - - - ͶͳǤͶ͵͹ ͶͳǤͶ͵͹
‹˜‹†‡†•†‡clared ʹ͸ - - - - - ȋͷ͸ǤͻͺͳȌ ȋͷ͸ǤͻͺͳȌ
Transfers between reserves - - ͵Ǥͷ͸ͳ ͷͷǤͲͲͲ ȋͶͶǤ͵ͳ͸Ȍ ȋͳͶǤʹͶͷȌ -
Increase in share capital ͵ͺǤ͸Ͳ͸ ͳ͵Ǥͷͳʹ - - - - ͷʹǤͳͳͺ
ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳʹ ͵ͺͲǤ͸Ͳ͸ ͳ͵Ǥͷͳʹ ʹʹǤͷ͸ͳ ͷͷǤͲͲͲ ʹ͵Ǥ͹ʹ͹ ͶͳǤͲͲ͸ ͷ͵͸ǤͶͳʹ
Net profit for the year - - - - - ͵ͷǤ͸Ͷͻ ͵ͷǤ͸Ͷͻ
Other comprehensive income - - - - - - -
Total comprehensive income - - - - - ͵ͷǤ͸Ͷͻ ͵ͷǤ͸Ͷͻ
‹˜‹†‡†•†‡…Žƒ"‡† ʹ͸ - - - - - ȋͶͳͲȌ ȋͶͳͲȌ
Transfers between reserves - - ʹǤͲͷͲ - ͵ͺǤͷͶ͸ ȋͶͲǤͷͻ͸Ȍ -
Increase in share capital - - - - - - -
ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳ͵ ͵ͺͲǤ͸Ͳ͸ ͳ͵Ǥͷͳʹ ʹͶǤ͸ͳͳ ͷͷǤͲͲͲ ͸ʹǤʹ͹͵ ͵ͷǤ͸Ͷͻ ͷ͹ͳǤ͸ͷͳ

ǡͳͳ-46, are an integral part of these financial statements.

General Manager 'ƒ•ƒ•‹—Ž‹• ʹͳƒ"…ŠʹͲͳͶ
‹"‡…–'"'ˆ ‹ƒ…‡ƒ†
†‹‹•–"ƒ–‹˜‡‡'ƒ"–‡–
ƒ–ƒ•ƒ"–—捃 ʹͳƒ"…ŠʹͲͳͶ
–‡"‹‡ƒ†'ˆ……'—–‹‰

· ʹͳʹͲͳͶ

8

Cash flow statement

Notes ʹͲͳ͵ ʹͲͳʹ
Cash flows from operating activities
Net profit ʹͷ ͵ͷǤ͸Ͷͻ ͶͳǤͶ͵͹
Adjustments for noncash items:
‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' ʹͳǡʹʹ ʹͶǤͺͺͲ ʹʹǤͻͻͲ
Change in vacation reserve ʹͲͷ Ͷ͵ͺ
Impairment and write-off of non-current tangible assets 4 Ͷʹͳ ͳǤͲʹͻ
Change in allowance for doubtful receivables 9 ͳͳʹ (4)
Change in non-current liabilities for employees ͳͶ ʹͳ ͵Ͳ
Impairment of inventory value 8 ȋ͵͸ͲȌ -
Accrued emission rights ͳͺ ȋͳ͸ͶȌ ȋ͵ʹͻȌ
Share of profit of equity-accounted investees 7 669 ȋͳͲͺȌ
Accrued income ȋͳǤͶ͵ͻȌ ȋͻʹ͸Ȍ
Other non-cash adjustments (7) -
Inco‡–ƒš‡š'‡•‡• ʹͶ ʹǤ͸ͺͲ ͹Ǥ͵ʹͳ
Interest income ȋ͵͹ʹȌ ȋͳǤͺͳ͹Ȍ
62.295 70.062
Changes in working capital:
(Increase) decrease in inventories 448 ͷͶͲ
‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹'"‡'ƒ›‡–• (4) ȋʹͳͷȌ
‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹–"ƒ†‡ƒ†other accounts receivable ʹ.Ͷͳͷ ȋͻǤʹͶͶȌ
‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹'–Ї""‡…‡‹˜ƒ"އ• ȋͳʹǤ͹͹͹Ȍ ȋͳǤͺ͵ͶȌ
Increase (decrease) in trade and other payables ȋʹǤͻͲͻȌ ʹǤͷʹͷ
ȋ‡…"‡ƒ•‡Ȍ‹…"‡ƒ•‡‹'"‡'ƒ›‡–•"‡…‡‹˜‡† ȋͳ͵Ȍ 4
Increase (decrease) in other current liabilities and payroll related
liabilities
͹Ͳͺ ȋͳʹͷȌ
50.163 61.713
…'‡–ƒšȋ'ƒ‹†Ȍ ȋͻǤʹʹͻȌ ȋͷǤʹ͵ͷȌ
Interest received ͵͹ʹ ͻ͵ͳ
Net cash flows from operating activities 41.306 57.409
Cash flows from investing activities
(Acquisition) of property, plant, equipment and intangible assets ȋ͸ͷǤͲ͸ͻȌ ȋ͵ͻǤͻͶͺȌ
(Acquisition) of Investments held-to-maturity ȋʹͲͺǤͳʹͳȌ ȋͶʹͻǤʹͷ͹Ȍ
Sales of investments held-to-maturity ͳͻͳǤʹͲͻ ͷ͵͵ǤͲͷͳ
Acquisition of other investments (66) ȋͳǤͲͷͲȌ
Sales of Non-current assets - -
Net cash flows from investing activities (82.047) 62.796

(cont'd on the next page)

ǡͳͳ-46, are an integral part of these financial statements.

Cash flow statement (cont'd)

Notes ʹͲͳ͵ ʹͲͳʹ
Cash flows from financing activities
Increase in share capital - ͸Ǥ͸ʹ͹
‹˜‹†‡†•ȋ'ƒ‹†Ȍ ͳ͵ ȋͶͳͲȌ ȋͷ͸ǤͻͺͳȌ
‡…‡‹˜‡†Ž'ƒ ͳͷ ͷͳǤʹͳʹ -
Net cash flows from financing activities 50.802 (50.354)
Net increase (decrease) in cash flows 10.061 69.851
Cash and cash equivalents on 1 January ͳʹ 79.834 9.983
Cash and cash equivalents on 31 December ͳʹ 89.895 79.834

ǡ ͳͳ-46, are an integral part of these financial statements.

General Manager 'ƒ•ƒ•‹—Ž‹• ʹͳƒ"…ŠʹͲͳͶ
‹"‡…–'"'ˆ ‹ƒ…‡ƒ†
†‹‹•–"ƒ–‹˜‡‡'ƒ"–‡–
ƒ–ƒ•ƒ"–—捃 ʹͳƒ"…ŠʹͲͳͶ
–‡"‹‡ƒ†'ˆ……'—–‹‰
‡'ƒ"–‡nt
•–ƒ‡†Žƒ—•‹‡· ʹͳƒ"…ŠʹͲͳͶ

ͳ General information

·ȋDzdzȌthe Ǥǣ÷ǤͳͻǡͻͳͲͲ͵·ǡǤ

The main activities of the Company – transshipment of oil products and other related services.

The Company was established by SC Naftos Terminalas (LithuaniȌ ǤȋȌͷͳͶͻ ǤʹͳͻͻͶǤ

͵ͳʹͲͳ͵ͳǡͺʹͲǤǮ– ͵ͺͲǡͲǡͳͺͶȋthree hundred eighty million thousand one hundred eighty-fourȌ Ǥ ͵ͺͲǡͲǡͳͺͶ ȋthree hundred eighty million thousand one hundred eighty-fourȌȋͳȌǤʹǤ͵ʹ ΨȋʹͷǡʹͶͳǡʹͻͲȌǡǤ

The Company has not acquired any own shares and has arranged no deals regarding acquisition or transfer of its own shares ʹͲͳ͵ǤǯǤ

͵ͳʹͲͳ͵͵ͳʹͲͳʹǣ

͵ͳ‡…‡"‡"ʹͲͳ͵ ͵ͳ‡…‡"‡"ʹͲͳʹ
Number of
shares held
(thousand)
Part of ownership
(%)
Number of
shares held
(thousand)
Part of
ownership
(%)
'˜‡"‡–'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒ
"‡'"‡•‡–‡†"›–Ї‹‹•–"›'ˆ‡"‰› ʹ͹ͷǤʹͶͳ ͹ʹǡ͵ʹ ʹ͹ͷǤʹͶͳ ͹ʹǡ͵ʹ
'…‡"…Їƒ
"'—'
͵ͺǤͻ͹ͷ ͳͲǡʹͶ ͵ͺǤͻ͹ͷ ͳͲǡʹͶ
Other (less than 5 per cent each) ͸͸Ǥ͵ͻͲ ͳ͹ǡͶͶ ͸͸Ǥ͵ͻͲ ͳ͹ǡͶͶ
Total ͵ͺͲǤ͸Ͳ͸ ͳͲͲǡͲͲ ͵ͺͲǤ͸Ͳ͸ ͳͲͲǡͲͲ

The average number of employees in ʹͲͳ͵ was ͵64 (͵ʹ – ʹͲͳʹȌǤ

Financial statements confirmation

Ǯʹͳ ʹͲͳͶǤThe Company's shareholders have a legal right to confirm these financial statements or do not confirm them and to require the management to prepare new financial statements.

ʹ Accounting principles

ȋ ͲͲͲȌǡ when otherwise indicated.

ʹǤͳǤ

Statement of compliance

ȋ ȌȋȌǤ

Effect of application of new standards and their amendments as well as new interpretations on the Financial Statements The applied accounting principles set out below have been applied consistently to all periods presented in these financial Ȁ ͳ
ʹͲͳ͵ǣ

a ͳ, the Company adjusted the presentation of articles in the statement of comprehensive income in order to separate the articles which might in future be reclassified to the profit (loss) statement from those which will never be reclassified. The comparative information has been presented accordingly.

Dzdz – Dz dzǤ ȋ ͳ
ʹͲͳ͵ eriods of these annual accounting periods. Applied retrospectively.). The amendments determine new requirements of disclosure related to financial assets and liabilities, which are offset within the statements of financial condition; or they are subject to the general offset agreement or similar agreements. The Company does not believe that these amendments will have an impact on the financial statements, as it does not offset its financial assets and liabilities and has not concluded general offset agreements.

ͳʹ"Deferred tax. Recovery of underlying assets"Ǥȋ ͳ
ʹͲͳ͵ǤǤȌǤ value o Ǥ ǯ ǡ a business model Ǥ only case, when this presumption may be rebutted. The Company assumes that these amendments will not have an impact on the financial statemeǡ ǡ ͶͲǤ

ͳ͵ "Fair value measurement" (Applicable prospectively to annual accounting periods beginning on ͳ ʹͲͳ͵ǤȌ ͳ͵ Ǥ ǡ t Ǥ ͳ͵ǡen Ǥnt Ǣandards. The standard provides a detailed system of information disclosure, in which additional requirements of information disclosure are established, which could enable users of financial statements to assess methods and data used to determine the fair value and when the fair value is re-determined using significant unobservable data – the impact of these disclosures on profit or loss or Ǥ ͳ͵s a significant impact on the financial statements, because the management determines that the methods and assumptions used to determine the fair value correspond to the requi ͳ͵Ǥ

ͳͻ ȋʹͲͳͳȌ "Employee benefits" ȋ ͳ
ʹͲͳ͵Ǥ Applied retrospectively.). According to the amendment it is required that actuarial gains and losses be immediately recogni Ǥ Dzdz ǯ aȋȌǡ ͳͻǤs ǯ ȋȌ discount rate applied to the defined benefit obligation. The Company ͳͻhas significant impact on the statements.

Adoption of new and/or amended IAS, IFRSs and IFRIC interpretations

orting Standards and their interpretations have been issued, which will be ͳ
ʹͲͳ4 and subsequent years. The Company has decided not to Ǥmates of the possible effect of the new and revised standards applied for the first time, as presented by the Company's Management, are stated below:

ͳͲ Dz dz ʹ ȋʹͲͳͳȌ Dz dzǤ ȋfor annual ͳ
ʹͲͳͶǤǡ ͳͳǡ ͳʹǡ ʹȋʹͲͳͳȌ and ʹͺȋʹͲͳͳȌǤȌǤ

ͳͲies in which investments are made, within the control analysis, including economic entities that are currently considered as companies of a special purpose according to the ͳʹǤ ͳͲ ʹ ȋʹͲͲͺȌǤAccording to the new general control model, the investor controls over the economic entity in which investments are made, when: it either can or have the right to receive variable returns from its relationship with the economic entity, in which the Ǣ ǡ investments are made; and there is a relation of power to manage and the return. The new standard also includes the requirements of disclosure and the requirements related to the preparation of the consolidated financial statements. These ʹȋʹͲͲͺȌǤ

Adoption of new and/or amended IAS, IFRSs and IFRIC interpretations (cont'd)

assumes that the new standard will not have an impact on the financial statements as control assessment of the economic entities, in which investments are made, under the new standard should not change the previous conclusions on control of the Companies, in which investments are made.

ͳͳ"Joint arrangements" ȋ ͳ
ʹͲͳͶǤ retrospectively in accordance with the provǤǡ ͳͲǡ ͳʹǡ ʹȋʹͲͳͳȌ ʹͺȋʹͲͳͳȌǤȌǤ ͳͳ "Joint arrangements" ͵ͳ"Interests in joint ventures"Ǥ ͳͳ Dz dzǡ DzdzǡDzdz ͳͲǤccording to the new standard, two types of joint arrangements are distinguished and different accounting model is applied for each of them:

  • 9 joint arrangements when jointly controlling parties so the assets of that activity and liabilities to fulfill the obligations related to that activity;
  • 9 joint venture when jointly controlling parties so-called partners of joint venture have the rights to the net assets of that activity.

ͳͳ ͵ͳDzdzthose cases in which such a distinction in some cases is not effective, although for joint arrangements is foreseen a certain structure. Such activity is considered as similar to the jointly controlled ȋȌ ͵ͳǡed as the joint activity. The remained jointly controlled entities referred to ͵ͳǣd; now they must always use the equity method in theǤ ͳͳ not have a significant impact on the financial statements, because it is not a party of any joint agreements.

ͳʹ"Disclosure of interests in other entities" ȋͳ ʹͲͳͶǤ ǤȌǤ ͳʹ and assumptions, made in determining the nature of owned interests in the entity or structure, nature of owned interests in subsidiaries, joint arrangements and associated companies and unconsolidated structural entities. The Company assumes that the new standard will not have a significant impact on the financial statements.

IAS ʹȋʹͲͳͳȌ"Separate financial statements" ȋ ͳ ʹͲͳͶǤǡ ͳͲǡ ͳͳǡ ͳʹ ʹͺ ȋʹͲͳͳȌǤȌǤ ʹ ȋʹͲͳͳȌ provides th ʹȋʹͲͲͺȌǤ ǡ ʹȋʹͲͳͳȌ ʹͺȋʹͲͲͺȌ ͵ͳǤard does not aǡ ͳͲ"Consolidated financial statements"Ǥ ʹȋʹͲͳͳȌ financial sǡǯǤ

ʹͺ ȋʹͲͳͳȌ "Investments in associated companies and joint ventures" ȋ ͳ
ʹͲͳͶǤȌǤ ǡ ͳͲǡ ͳͳǡ ͳʹ ʹȋʹͲͳͳȌǤȌǤ ʹͺȋʹͲͲͺȌǣ

  • 9 Associated companies and joint ventures held for sale. The investment in an associated or joint venture, or such ǡ ͷ DzNon-current assets held for sale and discontinued operationsdzǤfor sale must be accounted by using the equity method up to transfer of the part that is classified as held for sale. After the transfer, the economic entity must account any retained part by using the equity method, if that retained part continues to be an associate or joint venture.
  • 9 Change of property part in associated or joint ventureǤ ǡ ʹͺ ȋʹͲͲͺȌ ͵ͳ interpreted that due to significant impact or termination of joint control in all cases it is necessary to re-evaluate the retained property part, even if the significant impact has been reached due to the joint control. Now, according to IAS ʹͺ ȋʹͲͳͳȌ evaluation.

The Company assumes that the amendments to the standard will not have a significant impact on the financial statements, because the economic entity does not have investments in associated or joint ventures, which would be affected by the mentioned amendments.

Amend ͵ʹ "Offsetting financial assets and financial liabilities" ȋ ͳ
ʹͲͳͶǤ Ǥ ǡ se additional info ȌǤ ǡǯǡepancies in their application. The amendments interpret that currently the economic entity has a legally enforceable right of offset, if this right: does not depend on the event in future; and legally enforceable by the entity and all counterparties under normal operating conditǡǤ will not affect the financial statements, because the economic entity

does not perform the offsetting financial assets and financial liabilities and has not concluded general offset agreements.

Amendments to ͳͲǡ ͳʹ ʹDz dz ( ͳ
ʹͲͳͶ). The amendments present the ͳͲand require that the business entities attributable to investment entities would not consolidate their investments in controlled business entities, investments in associates and joint ventures, and would measure them at fair value, adding the change in fair value to the statement of profit (lossȌǤmandatory (i.e. not optional)ǡ considered to be the investment activity continuation of an investment entity, - such subsidiaries still have to be consolidated. A business entity is assigned to an investment entity if it meets all the essential elements of the definition of an investment entity. The Ȁassume that the new standard will not affect Ȁ meet the requirements for investment entities.

Amendments to ͵ Dz - dz ( periods begi ͳ
ʹͲͳͶ). The amendments clarify that a business entity is required to disclose only the recoverable amount of the individual assets (including goodwill) or cash-generating units to which the impairment losses were or reversed during the reporting period. The amendments also require additional disclosures related to fair value hierarchy levels where the impairment losses of individual assets (including goodwill) or cash-generating units were or reversed during the reporting period, and where the recoverable amount is based on fair value less costs of disposal. The Ȁ Company do the new standard to have a material effect on the financial statements.

Amendments to ͵ͻ Dzdz( ͳ
ʹͲͳͶ). When certain criteria are met, the amendments allow to continue to apply hedge accounting where, due to the laws and rules, a derivative financial instrument considered the hedging instrument is replaced in order for the central counterparty of a transaction to be able to perform clearing. Ȁ standard will not affect the financial statements as the Ȁ Company do not apply hedge accounting.

ʹǤʹǤ

Functional currency

The amounts shown in these financial statements are measured and presented in local currency, Litas (LTL), which is the Ǥʹ ʹͲͲʹǡ͵ǤͶͷʹͺα ͳǤ

Transactions and balances

the Ǥ available at the reporting date are in the statement of income (loss) .

Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are converted into Litas at ǤNon-monetary assets and liabilities that are measured ion.

ʹǤ͵Ǥ Operating segments

Operating segment is a separated business constituent pǡ business constituent parts.

ǯǯǤ

The Management of the Company has identified the following business segments:

  • KN ·ǡǯtransshipment and other related services.
  • LNG terminal strategic pǡ ǯǤ unit, construction of the jetty and instǡǯǡ other costs of the project implementation.
  • – «æ-term storage of oil products and loading of auto- Ǥ

ʹǤͶǤ Investment into subsidiaries

The Company investments into subsidiaries accounts at cost. A subsidiary is an entity that is controlled by the Company. The financial statements of the subsidiary are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. The Company determines at each reporting date whether it is necessary to ǯǤ determines at each reporting date whether there is any objective evidence that the investment in the subsidiary is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and the amount in the statement of income (loss).

͵ͳʹͲͳ͵the Company did not have subsidiaries, therefore Company do not prepare consolidated accounts.

ʹǤͷǤ Investment into associates

The Company accounts for investments into associates using the equity method. An associate is an entity in which the Company ǡǤist when ʹͲΨͷͲΨǤ

ǯ ǯ Ǥ he carrying amount of the investment and is neither nor individually tested for impairment.

The share of profit of an associate is shown on the face of the statement of income (loss). This is the profit attributable to equity holders of the associate and, therefore, is .

The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. After application of the equity method the Company determines whether it is necessary to ǯ associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and the amount in the caption DzShare of associaǯ profit (loss)dzstatement of profit (loss).

t of ǯǤǡ there is no evidence of impairment.

ʹǤǤ Intangible assets

Ǥ ǡassets are carried at cost less any accumulated and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. The Company did not have such assets ȋ ͵ͳ ʹͲͳ͵ ͵ͳ ʹͲͳʹȌ. Intangible assets with finite lives are ͳͷ impairment whenever there is an indication that the intangible asset may be impaired. periods and methods for intangible assets with finite useful lives are reviewed at least at each financial year-end.

Ǥ

ʹǤǤ Property, plant and equipment

Assets are attributed to property, planǤ

Non-current tangible assets of the Company are stated at cost less accumulated depreciation and impairment losses.

The initial cost of property, plant and equipment comprises its purchase price, including non- ǡ Ǥ -current tangible assets have been put into operation, such as repair and maintenance costs, are normally charged to profit or loss in the period the costs are incurred.

-line basis over the following estimated useful lives (in years):

—‹Ž†‹‰•ƒ†•–"—…–—"‡•ǣ 7 - ͹Ͳ
—‹Ž†‹‰• ͶͲ- ͷͳ
–'"ƒ‰‡–ƒ•ͷǤͲͲͲ͵ ͳͷ- ʹͳ
–'"ƒ‰‡–ƒ•ʹͲǤͲͲͲ͵ Ͷ͵
‡‹ˆ'"…‡†…'…"‡–‡""‹†‰‡• ͹Ͳ
ƒ‹Ž‰ƒ–"› 55 - 65
Machinery and equipment: ͵- ͶͲ
Petrol vapor combustion units; heat-eš…Šƒ‰‡"• ͳͳ- ͵ͻ
Marine loading arms ͳʹ
Other non-current tangible assets: ͵- ͶͲ
Technological pipelines ͶͲ- Ͷͳ
Control cables ͳʹ

Where parts of an item of non-current tangible assets have different useful lives, they are accounted for as separate items (major components) of non-current tangible assets.

The useful lives, residual values and depreciation method are reviewed periodically to ensure that the period of depreciation and mic benefits from items in non-current tangible assets.

Construction-in-progress is stated at cost. This includes the cost of construction, plant and equipment and other directly attributable costs. Construction-in-progress is not depreciated until the relevant assets are completed and available for their intended use.

When non-current tangible assets are retired or otherwise disposed, the cost and related depreciation are removed from the financial statements and any related gains or losses are included in the statement of comprehensive income. Gains and losses on disposal of property, plant and equipment are determined as a difference between proceeds and the carrying amount of the noncurrent tangible assets disposed and recorded in profit (loss).

ʹǤͺǤ ancial assets – initial recognition and assessment

Initial recognition and assessment

ǡ-to-maturity financial assets, loans and receivables, and available-for-sale financial assets, as appropriate. The Company establishes classification of financial assets on initial recognition.

When financial assets are initially, they are measured at fair value, plus (in the case of investments not at fair value through profit or loss directly attributable) Ǥ -term deposits, trade debts and other receivables, loans and other receivables, held-to-maturity investments..

Subsequent measurement

Financial assets or financial liabilities at fair value through profit or loss

n when the following criteria are met:

  • the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or gains or losses on them on a different basis;
  • the assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their Ǣ
  • the financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded.

rofit or loss are measured in the statement of financial position at Ǥ through profit or loss Ǥ dividends on such investments are as interest inǡǤ The Company did ͵ͳʹͲͳ͵ and as of ͵ͳʹͲͳʹǤ

Held-to-maturity investments

ncial assets (which are non- Ȍ classified as held-to-maturity when the Company has the positive intention and ability to hold to maturity. Investments that are held-to-maturity are subsequently measured at cost using the effective interest method. Initially, the y are measured at purchase cost (fair value of the compensation provided), and then – Ǥ Gains and losses are in the profit (loss) when the investments are or impaired, as well as through the process.

The effective interest method is a method of a financial asset or liability in and interest income and over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments of the financial liability, or, where appropriate, a shorter period.

Loans and receivables

Loans and receivables (which are non-Ȍ Ǥ cost using the effective interest method. Gains and losses are in the profit (loss) when the loans and receivables are or impaired, as well as through the process.

Available-for-sale financial assets

Available-for-sale financial assets are financial assets (which are non-derivative financial instruments) that are designated as available-for-sale or are not classified in any of the three preceding categories. After initial recognition available-for-sale financial assets are measured at fair value with gains or losses being as a separate component of equity until the investment is or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in the in the profit (loss).

The Company did not have any available-for-͵ͳʹͲͳ͵͵ͳʹͲͳʹǤ

ʹǤͻǤ

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is when:

  • Ǣ
  • the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full DzdzǢ
  • the Company has transferred their rights to receive cash flows from the asset and either (a) has transferred ǡȋȌ and rewards of the asset, but has transferred control of the asset.

Where the Company has transferred its rights to receive cash flows from an asset and has not transferred substantially all the ǡ ̵ continuing involvement in the asset.

Financial liabilities

A financial liability is when the obligation under t.

ʹǤͳͲǤ

Social security contributions

ȋ Ȍ lf of its employees based on the legally defined contribution plan in accordance with the local legal requirements. A defined contribution obligations rvice in the current and prior period. The social security contributions are is and are included within staff costs.

Termination benefits

ǯ nefits. The Company termination benefits when it is firmly committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary Ǥ are Ǥ

The present value of defined benefit obligation is determined by discounting estimated future cash flows based on the interest rate of the long ǯǡ similar to that of the planned payment period. Actuarial gains or losses are in other comprehensive income directly.

ʹǤͳͳǤ Inventories

Inventories are measured at the lower of cost and net value. Net ǡ ǡ Ǥ ventories consists of purchase price, transport, and other costs directly attributable to the cost of inventories. Cost is determined by the first-in, first ȋ ȌǤ inventory is written-off.

ʹǤͳʹǤ Cash and cash equivalents

Cash includes Ǥ-term, highly liquid investments that are readily convertible to e in value.

ǡǡǡer short-term highly liquid investments with maturities of less than three months.

ʹǤͳ͵Ǥ

s for acquisition of property, plant and equipment are as part of transaction costs and added to the acquisition cost of the asset accordingly.

ǡ Ǥ rrowings are subsequently stated at cost using the effective interest rate method; any difference between proceeds (net of transaction costs) and the redemption value is in the Statement of Comprehensive income over the period of borrowings.

ǡǡm the Ǥions for the first time: incurs costs in respect of the asset, incurs borrowing costs, carries out activities required to prepare the asset for its intended use or sale.

all the activities necessary to prepare a qualifying asset for its intended use or sale have been completed. Commonly, an asset is prepared for its intended use or sale when its physical construction has been completed, even if the routine administrative w Ǥ changes are still possible, such as finishing of the asset in accordance with the instructions of a purchaser or user, it indicates that, essentially, all the activities have already been completed.

ʹǤͳͶǤ perating lease

The decision of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether the fulfillment of the arrangement is dependent on the use of specific asset or assets or the arrangement conveys a right to use the asset.

Financial lease

ǡitem the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of intereǤ profit (loss).

ǡhere is no reasonable certainty that the Company will obtain ownership by the end of the lease term.

The Company did not have any finance lease contract ͵ͳʹͲͳ͵͵ͳʹͲͳʹǤ

The Company as a lessee

he profit (loss) on a straight line basis over the lease term.

Operating lease – The Company as a lessor

Assets leased under operating lease in the statement of financial position of the Company are accounted for depending on the type of assets. Income from operating lease is as other income in the profit (loss) within the lease period using the straight-line method. All the discounts provided to the operating lessee are using straight-line method during the lease period by reducing the lease income.

ʹǤͳͷǤ

ed ǡǤ rates used to compute the amount are Ǥ

Ǥd Ǥ .

ʹͲͳ͵ͳͷΨȋͳͷΨ– in ʹͲͳʹ).

ǡ e losses incurred as a result of disposal of securities ȀͷǤrities Ȁ nature.

for financial reporting purposes and the amounts used for inco Ǥ erse ting date.

ǡ Ǥ set is not going to be ǡ in the financial statements.

ǡ assion authority.

ʹǤͳǤ dends

ǯǤ

ʹǤͳǤ

f ordinary registered shares issued. Provided that the number of shareholders changes without causing a change in the economical resources, the weighted average of ordinary registered shares is adjusted in proportion to the change in the number of shares as d. Since there are no instruments reducing profit (loss) per share, there is no difference between the basic and diluted earnings per share.

ʹǤͳͺǤ Provisions

General

Provisions are when the Company has a present legal or constructive obligation in respect of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Where eimbursement is as a separate asset but only when the Ǥ through the profit (loss).

Greenhouse gas (GHG) emissions

O, 55 countries concluded an agreement (Kyoto protocol) with a view to reduce the greenhouse gas emissions into the atmosphere by introducing financial incentives for reduction of environment pollution by greenhouse gases.

ʹͲͲ͵ȀͺȀ system of emission rights for greenhouse gas emissions in the Community. According to the system, national governments of participating countries are responsible for allocation of a limited number of emission rights to local companies emitting greenhouse gases. An emission certificate rights provides a right to emit certain relative amount of greenhouse gases. There is an actȋȌǤ

Companies participating in the scheme are obliged to report their actual pollution for each calendar year. The first period started ʹͲͲͷed ʹͲͲǡted ʹͲͲͺed ʹͲͳʹǡed ʹͲͳ͵ ended ʹͲʹͲǤ ʹͲͲͷ calendar year. When available allowances are not sufficient to cover actual pollution, then a penalty should be paid for each ton of .

̵̵Ǥ nces granted to it at a nomȋȌǡ ʹͲDz dzǤ only as emissions are made (i.e. provisions are never made on the basis of ȌǤ of allowances are recorded under cost of sales caption in the profit (loss).

Allowances purchased from the third parties are accounted for by cost price method and are treated as recoverable rights in the Statement of income.

ʹǤͳͻǤ

amount of the revenue can be measured reliably. Sales are Ǥ

Income from oil products handling

The Company revenues from oil transshipment level of fulfillment of a service. The level of service provided is measured as percentage of transshipment Ǥ evaluation of the service agreement is impossible, the revenues are compensated.

Sales of goods

eptance.

ʹǤʹͲǤ

ǡ Ǥ se cases when the costs incurred cannot be directly attributed to the specific income and they will not bring income during the future periods, they are Ǥ

ǡǤ ǡ Ǥ

ʹǤʹͳǤ Impairment of assets

Financial assets

. The financial asset is impaired if there is an objective evidence of impairment as a result of a loss event that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the asset that can be reliably estimated.

cost, whenever it is probable that the Company will not collect all amounts due according to the contractual terms of loans or receivables, an impairment or bad debt loss is in the profit (loss). The reversal of impairment losses previously is recorded when the decrease in impairment loss can be justified by an event occurring after the write-down. Such reversal is recorded in the profit (loss)Ǥǡ to cost that would have been had the impairment not been .

In relation to trade and other receivables, an allowance for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the contract. The carrying amount of the receivable is reduced through the use of an allowance account. Impaired debts are when they are assessed as uncollectible.

airment. The financial asset is impaired if there is an objective evidence of impairment as a result of a loss event that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the asset that can be reliably estimated.

Non-financial assets

The Company reviews at each reporting date the carrying amounts of non- ǡ ǡǤ ates ǯǤ

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of Ǥǡis in the profit (loss)Ǥ in prior years is recorded when there is an indication that the impairment losses Ǥ caption of the profit (loss) as the impairment loss.

-generating unit is its value in use or costs to sell depending which is greater. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-t Ǥ

ǯsh inǯȋ ȌǤ

in the profit (loss). ǡ prescribed to the unit (unit group).

Previously impairment losses are reversed only if there is any indication Ǥve been determined net of depreciation or had no impairment loss been recogn for the asset in prior years. The reversal is accounted in the same caption of the profit (loss) as the impairment loss.

ʹǤʹʹǤ judgments

ǡ ǡ Ǥ factors complying amounts of assets and liabilities that could not be derived at from any other resources. Actual results can differ from calculations.

ture tances.

Information on critical estimates and assumptions are detailed below:

Useful lives of intangible and immovable property, plant and equipment

mation of the rest useful life ǡǤ

Impairment losses of property, plant and equipment

The Company assesses at each reporting date the carrying amounts of property, plant and equipment whether there is any Ǥ ǯǤ impairment testing the asset, that is cash-generating in the continuous use and is independent from other asset or asset groups ȋ ȌǡǤ

The recoverable amount is calculated as one of the greater of two values: the value in use and net sales value. The value in use is calculated by discounting the estimated future cash flows to their present value using a pre- Ǥle amount of the asset, that is not cash-generating, is assessed according to the recoverable amount of the cash-generating unit that owns this asset.

Impairment losses of receivables

The Company at least once per quarter evaluates impairment of receivables. The Company assesses whether there is any indication of decrease of future cash flows related to the receivables portfolio until impairment of the specific receivable in this portfolio will be estimated.

Information demonstrating negative change in loan repayment, economic conditions of the country or region, affecting the receivables of the Company can serve as evidence.

ǡof receivables or similar credit. Methods and assumptions applied for estimation of the amount and time of future cash flows are revised regularly for differences between the calculated and actual amount of loss.

Determining whether an arrangement contains a lease

At inception of an arrangement the Company determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met:

  • The fulfillment of the arrangement is dependent on the use of the specific asset or assets and;
  • The arrangement contains a right to use the asset(s).

At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that is impracticable to separate the payments reliably, then an asset and a liability are at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is ǯǤ

Ǥ all ǡǤ relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adeǢ Ǥ

ʹǤʹ͵Ǥ Contingencies

A contingent asset is not in the financial statements but disclosed when an inflow or economic benefits is probable. Contingent liabilities are not in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

ʹǤʹͶǤ Subsequent events

ǯ financial position (adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when material.

ʹǤʹͷǤ Offsetting

ǡǡǡcases equires such set-off.

ʹǤʹ6.

ǡtual liability between unrelated parties, which are going to buy (sell) assets or settle the mutual liability.

ǡ ǣ easurement date ȋǤǤthat holds the asset or owes the liability).

In determining the fair value of non-ǡ ǯ ǡghest ǡǤ

In determining the fair value, a business entity should determine all of the following:

a) the specific assets or liability, the fair value of which is determined (together with the appropriate unit of account);

b) when non-financial asset is valuated, the valuation assumption, which is fit for the purpose of determining the fair value (along with the corresponding highest and best use of the non-financial asset);

ȌȋȌǢ

d) the valuation technique(s) appropriate for the measurement, considering the availability of data with which to develop inputs ir value hierarchy within which the inputs are .

The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the assets or to transfer conditions. Three ǡǤ

Ǥ involving identical or comparable (i.e. similar) assets, liabilities or a group of assets and liabilities, such as a business.

Cost approach. A valuation technique that reflects the amount that would be required currently to replace the service capacity of an asset (often referred to as current replacement cost).

ǤȋǤǤȌt (i.e. discounted) amount. The fair value measurement is determined on the basis of Ǥ

Ǥǡͳ͵ establishes a fair value hierarchy that catego into three levels the inputs to valuation techniques used to measure fair value. ͳǤͳȋȌentity can access at the measurement date.

ʹǤ ʹ ͳ or liability, either directly or indirectly.

͵Ǥ͵Ǥ

͵ Intangible assets

Software
Acquisition cost:
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ ͳǤ͸ͳͶ
Acquisitions ͳ͸͹
Transfers from construction in progress ͳǤ͵ͲͲ
Sold and written-off property ȋͳ͵Ȍ
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ ͵ǤͲ͸ͺ
Acquisitions ͳ77
Transfers from non-current tangible assets 67
Sold and written-off property (Ͷͳ)
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ ͵.ʹ͹ͳ
Accumulated depreciation and impairment:
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ ͳǤͳͶͻ
‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" ʹ͵ͻ
‡'"‡…‹ƒ–‹'–"ƒ•ˆ‡""‡†ˆrom non-current tangible assets ȋ͵͵ͻȌ
Sold and written-off property ȋͳ͵Ȍ
‡…Žƒ••‹ˆ‹…ƒ–‹' -
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ ͳǤ͹ͳͶ
‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" ͵͵ʹ
‡'"‡…‹ƒ–‹'–"ƒ•ˆ‡""‡†ˆ"''-current tangible assets -
Sold and written-off property (ͶͳȌ
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ ʹ.ͲͲͷ
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳͳ 465
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳʹ ͳǤ͵ͷͶ
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳ͵ ͳǤʹ͸͸

The ǯ-current intangible assets fo ʹͲͳ͵ ͵͵ʹ thousand (LTL ʹ͵ͻ thousand – ʹͲͳʹȌǤͳͺ thousand of charge has ȋͳ͵- in ʹͲͳʹȌǤ

4 Property, plant and equipment

Land —‹Ž†‹‰•
and
structures
Machinery,
plant and
equipment
Other
non
current
assets
Constructio
n in
progress
Total
Acquisition cost:
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ - ͶͲͷǤ͸͹ʹ ͵͵͵Ǥʹ͹͸ ͳ͵Ǥʹ͵ͺ ͳ͹Ǥʹ͸͵ 769.449
Acquisitions - ͵ͺǤͺͺͶ 5.769 ͺͺ͵ ͶͲǤͷͳ͹ ͺ͸ǤͲͷ͵
‡–‹"‡‡–•ƒ††‹•''•ƒŽ• - ȋʹǤʹͺͲȌ ȋʹǤͶͲͲȌ ȋͶ͵ʹȌ - ȋͷǤͳͳʹȌ
‡…Žƒ••‹ˆ‹…ƒ–‹' - - - - - -
Transfers into intangible assets - - ȋͳǤͲͻ͸Ȍ ȋʹͲͶȌ - ȋͳǤ͵ͲͲȌ
Transfers from construction in progress - ͵ͳʹ 4.677 - (4.989) -
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹȋ"‡•–ƒ–‡†Ȍ - ͶͶʹǤͷͺͺ ͵ͶͲǤʹʹ͸ ͳ͵ǤͶͺͷ ͷʹǤ͹ͻͳ ͺͶͻǤͲͻͲ
Acquisitions ͳ͵Ͳ - ͳͺͶ 576 ͹ͶǤ͸ͷʹ ͹ͷǤͷͶʹ
Advance payments - - - - ʹ͵Ǥʹ͵Ͷ ʹ͵Ǥʹ͵Ͷ
‡–‹"‡‡–•ƒ††‹•''•ƒŽ• - - ȋʹǤʹͷͲȌ ȋ͵ͺ͵Ȍ (75) ȋʹǤ͹ͲͺȌ
Transfers into intangible assets - - - - (67) (67)
‡…Žƒ••‹ˆ‹…ƒ–‹' - - - - - -
Transfers into construction in progress - - ȋͳǤͲͺͶȌ - ͳǤͲͺͶ -
Transfers from construction in progress - ͳǤ͸͸͵ ͳͶǤͳͳͶ ͵ ȋͳͷǤ͹ͺͲȌ -
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ ͳ͵Ͳ ͶͶͶǤʹͷͳ ͵ͷͳǤͳͻͲ ͳ͵Ǥ͸ͺͳ ͳ͵ͷǤͺ͵ͻ ͻͶͷǤͲͻͳ
Accumulated depreciation and impairment:
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ - ͳ͸͹Ǥʹ͹Ͷ ʹͲ͸ǤͺʹͲ ͳͳǤ͸ͻ͹ ʹͷͻ ͵ͺ͸ǤͲͷͲ
‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" - ͳͳǤͷͲͻ ͳͲǤͷͳͷ ͹ʹ͹ - ʹʹǤ͹ͷͳ
‡–‹"‡‡–•ƒ††‹•''•ƒŽ• - ȋʹǤͲʹͻȌ ȋʹǤ͵ͻͻȌ ȋͶ͵ͳȌ - (4.859)
Impairment for the year - ͳ͵ͳ ͳͻͳ ʹͲ Ͷ͵Ͷ 776
Transferred accumulated depreciation of
-
intangible assets
- ȋʹͲʹȌ ȋͳ͵͹Ȍ - ȋ͵͵ͻȌ
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ - ͳ͹͸Ǥͺͺͷ ʹͳͶǤͻʹͷ ͳͳǤͺ͹͸ ͸ͻ͵ ͶͲͶǤ͵͹ͻ
‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" - ͳ͵ǤʹͺͶ ͳͲǤ͸ͺͶ 688 - ʹͶǤ͸ͷ͸
‡–‹"‡‡–•ƒ††‹•''•ƒŽ• - - ȋʹǤʹͶͻȌ ȋ͵ͺʹȌ - ȋʹǤ͸͵ͳȌ
Impairment for the year - - ͵͹ - - ͵͹
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ - ͳͻͲ.ͳ͸ͻ ʹʹ͵.͵ͻ͹ ͳʹ.ͳͺʹ ͸ͻ͵ 4ʹ͸.ͶͶͳ
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳͳ - ʹ͵ͺǤ͵ͻͺ ͳʹ͸ǤͶͷ͸ ͳǤͷͶͳ ͳ͹Ǥͷͳʹ ͵ͺ͵Ǥ͵ͻͻ
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳʹ - ʹ͸ͷǤ͹Ͳ͵ ͳʹͷǤ͵Ͳͳ ͳǤ͸Ͳͻ ͷʹǤͲͻ͹ ͶͶͶǤ͹ͳͳ
‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳ͵ ͳ͵Ͳ ʹͷͶǤͲͺʹ ͳʹ͹Ǥ͹ͻ͵ ͳǤͶͻͻ ͳ͵ͷǤͳͶ͸ ͷͳͺǤ͸ͷͲ

ʹͲͳ͵ property, plant and equipment and accounted for the impairment of LTL ͵thousand for the Ǥ ʹͲͳʹ

ʹͲͳ͵ǡ for the impairment of LTL ͵thousand for non- ǡ ʹͲͳʹǡ accounted for the impairment of LTL 776 thousand for non-current assets.

4 Intangible assets (cont'd)

On ͵ͳʹͲͳ͵, ing projects; the following investment was made into the Liquefied Natural Gas Terminal project:

Liquefied natural gas terminal project. ͵Ͳ
ʹͲͳͳ· Nafta signed an Agreement with the Lead Adviser for ȋ Ȍǯ– ǤThe Ǯ· Nafta ʹ
ʹͲͳͳthe conclusion of the Agreement. The Agreement provides for the Lead Adviser during four years to prepare the technical development plan of the Project, assist in selection of technologies, perform actions in order to get obligatory permits, solve the matters related to the safety of the project, navigation as well as other issues associated with the technical implementation of the Project. ǡ – will produce business model of the Terminal, ǯǤ – ʹͲͳͶies. ͵ͳ ʹͲͳ͵ the construction in progress of LNG Terminal's project amounted to LTL 98,ͳʹ thousand

ȋ͵ͶǤͷͻͺʹͲͳʹȌ– the major part of which was payments of LTL 46,ͻͺͳ thousand paid according to the Agreement to the Leǯ as for legal and other research services, a compensation received from Klaipeda Seaport Authority. The cost of the pipeline construction amounted to LTL ͵͵ǡͻ8 thousand and the cost of construction amounted to LTL ͳͲǡͶͶ thousand

ʹͲͳ͵ the investment into oil ǯ amounted to LTL ͵ǡͲͶͻ thousand. The most important and largest investments ʹͲͳ͵ were as follows:

  • Utilization of carbohydrate vapors from railway trestles. The hydrocarbon vapor recovery unit has been assembled and set into action. This is an environmental project by which it is aimed to collect hydrocarbon vapors, turn them into liquid and store safely preventing emission of the vapors into the environment. It allows significantly reduce air pollution and prevents the spread of unpleasant smells to surrounding regions. The overall cost already carried out under the project amounts to LTL 6,ͷʹ͵ thousand ( ʹͲͳ͵ LTL ͳǤͶͲ thousand). ʹͲͳͶ the stage II of the unit are scheduled for completion – adjustment of the vapor recovery unit to handling at railway trestles.
  • The reconstruction of HFO (i.e. heavy fuel oil products) storage tank park involves demolishing of the 4 old ͷǡͲͲͲ͵ ʹ ͵ʹǡʹͷͲ͵. The aim of this ǯby increasing the C̵ overall volume of (a total increase of ͶͶǡͷͲͲ m͵) and the technological by enabling the storage of both light and heavy oil and products in new . This increases ility of the terminal as greater amounts of different petroleum products can be handled, as well as its attractiveness to customers because of the possibility to build up larger batches of products for loading .

At the end of ʹͲͳ͵ the total value of the implemented s amounted to LTL ͵͵ǡʹͲͲ thousand (LTL ʹͶǤͷ͵ thousand of which ʹͲͳ͵ȌǤ In ʹͲͳͶ the construction of the mentioned new was actually completed and put into operation.

  • Adaptation of the HFO storage tanks for LFO (i.e. light oil products) loading. In addition to the reconstruction project, ʹͲͳ͵ the Company made additional investments in order to adapt two of ʹͲǡͲͲͲ m͵ in operation to handling (up to then it was possible to load products). These investments are related to the improvement of technological versatility of the as well. The total s carried out ʹͲͳ͵ was LTL ͷǤͷͻʹ thousand.
  • Updating of HFO unloading system of rail gantry track 1. The ǯ top unloading system of r ͳ were completed ʹͲͳ͵. The substance of the investment – to create technical capabilities to effectively unload from rs with additional third valve. The Company purchased and installed additional unloading sleeves to implement this goal. ʹͲͳ͵amounted to LTL 768 thousand. ʹͲͳ͵ǡs commissioned.
  • Modernization works of fire protection system investments for the upgrade of mechanical and automatic sections of the fire protection system. ʹͲͳ͵ the trestle firefighting equipment was upgraded as well as the reconstruction of automatic section initiated. is scheduled to be completed ʹͲͳͶǤ The overall up to ͵ͳ ʹͲͳ͵ amounted to LTL ͳǡͻʹͻ thousand (of which LTL 655 thousand during ʹͲͳ͵).
  • Repairs of biological treatment plant's biosorbers. In order to upgrade the machinery and performance of the biological treatment plant, the repairs of biological treatment plantǯ biosorbers totaling to LTL 588 thousand were ʹͲͳ͵Ǥ
  • Update of heat generation farm boilers' separation. ʹͲͳ͵ LTL ͷʹͶ thousand was invested in the update of heat generation farm ǯ separation, while the total investment amounts to LTL ͻ͵Ͳ thousand.
  • Other investment. ʹͲͳ͵ͳǡͲͻǤ

ǯerty, plant and equipment with the acquisition cost of LTL ͺʹǡ͵ͷthousand ͵ͳʹͲͳ͵ was completely depreciated (LTL ͺǡͳͶʹ͵ͳʹͲͳʹȌǡǡǤ

5 Information about segments

The Management of the Company has the following business segments:

  • KN ·ǡtransshipment and other related services.
  • LNG terminal ǡternative source ǯǤǡ ǡ ǯ ǡ nd all other costs of the project implementation.
    • «æ-term storage of oil products and loading of auto- Ǥ

Main indicators of the business segments of the Company included into the statement of comprehensive income for the financial year ͵ͳʹͲͳ͵͵ͳʹͲͳ͵ǡǣ

͵ͳ‡…‡"‡"ʹͲͳ͵
KN Total
‡˜‡—‡•ˆ"'‡š–‡"ƒŽ…—•–'‡"• - ͸Ǥ͸Ͳͻ ͳʹͲǤʹͷͳ ͳʹ͸Ǥͺ͸Ͳ
Profit beˆ'"‡‹…'‡–ƒš ȋ͵Ǥ͸͵ͶȌ ͳ.͹ʹ͸ ͶͲǤʹ͵͹ ͵ͺǤ͵ʹͻ
Segment net profit (loss) ȋ͵Ǥ͸͵ͶȌ ͳ.͸Ͳͷ ͵͹Ǥ͸͹ͺ ͵ͷǤ͸Ͷͻ
Interest revenue - - ͵ʹͲ ͵ʹͲ
–‡"‡•–‡š'‡•‡ - - -
‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' (65) ȋʹ.ͺͲͳȌ ȋʹʹǤͳʹʹȌ ȋʹͶǤͻͺͺȌ
Impairment of assets - - ȋ͵͹Ȍ ȋ͵͹Ȍ
Net profit (loss) part in the associates - - (669) (669)
Acquisitions of non-current assets ͸͵Ǥͻͳͻ ʹͺͳ ͵ͶǤ͹ͷͶ 98.954
Segment total assets ͳͳͷǤͷͳͷ ͶͻǤͳ͸Ͳ ͷͳͳǤͳͷͻ ͸͹ͷǤͺ͵Ͷ
Segment loan ͷͳǤʹͳʹ ͷͳǤʹͳʹ
Segment total liabilities ͺͷǤ͹ʹͳ ʹ.͸Ͳ͸ ͳͷǤͺͷ͸ ͳͲͶǤͳͺ͵
͵ͳ‡…‡"‡"ʹͲͳʹ
KN Total
‡˜‡—‡•ˆ"'‡š–‡"ƒŽ…—•–'‡"s - ʹǤ͸ʹͲ ͳ͵͸Ǥʹ͸ͳ ͳ͵ͺǤͺͺͳ
"'ˆ‹–"‡ˆ'"‡‹…'‡–ƒš ȋͳǤͶͻ͹Ȍ ͷʹͳ ͶͻǤ͹͵Ͷ 48.758
Segment net profit (loss) ȋͳǤͶͻ͹Ȍ ͶͶ͵ ͶʹǤͶͻͳ ͶͳǤͶ͵͹
Interest revenue - - ͳǤͺͳ͹ ͳǤͺͳ͹
–‡"‡•–‡š'‡•‡ - - - -
‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' ȋͳͻȌ ȋ͹ͲͳȌ ȋʹʹǤʹ͹ͲȌ ȋʹʹǤͻͻͲȌ
Net profit (loss) in associated companies
Impairment of assets
-
-
-
(569)
ͳͲͺ
(ʹͲ͹)
ͳͲͺ
(776)
Acquisitions of non-current assets ʹʹǤͶͳͺ ͶͷǤͻʹͶ ͳʹǤ͸ͷͷ ͺͲǤͻͻ͹
Segment total assets ͵ͶǤ͸ͺͻ 45.687 Ͷ͹ͻǤ͸͵Ͷ ͷ͸ͲǤͲͳͲ
Segment total liabilities ͹͹ʹ ͷͶͲ ʹʹǤʹͺ͸ ʹ͵Ǥͷͻͺ

6 Investment into subsidiaries

ͳ ʹͲͳʹ – – ǡ Ȁly of the liquefied natural gas. The ͳ
been forͳ͵ʹͲͳʹǤ

On 8 October ʹͲͳ͵ , in accordance with the agreement on subscription of shares concluded on ͳ ʹͲͳ͵ ǡ ǯs subsidiary, and , fully paid up all newly issued ordinary registered shares (ʹunitsȌ Ǥ

6 ȋǯȌ

The capital of is regarded as increased upon registration of the amended Articles of Association of LITGAS in the procedure established by Lithuanian legal acts.

On ͳͷ ʹͲͳ͵ ǡ ǯ subsidiary, were registered in the . this day on it is considered that the capital has been increased . the increase in the capital, the Company is ͳȀ͵ǡand – ʹȀ͵ the shares and votes at the ǯ . ǡ ǡǤ

͵ͳʹͲͳ͵ǤThe Company did not have any other subsidiaries.

7 Investment into associates

Sarmatia Sp. z o.o.

ͳͻ ʹͲͲ ͳ ͳͺͲͷͲͲǤ ʹͲͳͲ ͳͲͲ ͷͲͲ ȋͶ͵ ȌǤ ʹͲͳʹǡ increasing of capital the Company additionaͳʹͲͷͲͲȋͷͲ LTL).

The Company is entitled to appoint one of five board members ǡ influence. Therefore this investment was recorded using the equity method. Ǥ

JSC "Baltpool"

ʹͲʹͲͳͳ ͵͵Ǥͳͷǡʹ ͳr value each. The total price of the new share issue as evaluated by independent appraisers ʹͲǡͲͲͳȋȌǤ͵͵ ǮǤ

The Company acquired additional ʹ ʹͲͳ͵. The Company purchased ͷʹǡͺͲͲ units of the newly issued ordinary registered shares ͳ. The total price of the new share issue as evaluated by independent appraisers ʹͶǡͲͲͲ ȋ -four thousand), of which the Company has paid LTL 66 thousand litas and the remaining part has been paid by other investors. At present SC DzKlaipedos dz owns ͵͵ percent of shares and Ǯ.

JSC "LitGas"

ͳLITGAS ͳʹͲͳʹǤ As of ͵ͳʹͲͳ͵ the Company owns ͳȀ͵ (ͳlion units) of the shares while – ʹȀ͵ the shares (ʹ units) and votes at the General Shareholders' Meeting of LITGAS (see note No. 6).

ǯ, and LITGAS is presented in the table below as ͵ͳʹͲͳ͵ǣ

Sarmatia ƒŽ–'''Ž LITGAS Total
ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ
Share of the associate's
financial position
Non-current assets - - ͸ͳ 87 ͷ͵ - ͳͳͶ 87
Current assets ͳͻ 78 ͵͹ǤͶͳͳ ͻͳͲ 694 - ͵ͺǤͳʹ͵ 988
Non-current liabilities (9) - ȋ͵Ȍ (4) - - ȋͳͳȌ (4)
Current liabilities - - ȋ͵͹ǤʹͳͲȌ (486) ȋʹ͹Ȍ - ȋ͵͹Ǥʹ͵͹Ȍ (486)
Capital 10 78 259 507 720 - 989 585

7…Investment into associates (conǯ)

Sarmatia ƒŽ–'''Ž LITGAS Total
ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ
Share of the associate's
comprehensive income:
Income ʹ ͵ ͳͻ͵ ͵ͻͲ - - ͳͻͷ ͵ͻ͵
(Losses) ȋ͵͵Ȍ ȋ͵ͳȌ ȋͷͲͷȌ ȋ͵Ͳ͸Ȍ ȋʹ͹ʹȌ - ȋͺͳͲȌ ȋ͵͵͹Ȍ
Share of the associate's
profit (loss)
(31) (28) (312) 84 (272) - (615) 56

Investments into associates, net value:

Sarmatia ƒŽ–'''Ž LITGAS Total
ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ
Book value in the beginning
of the year
78 5 507 422 - - 585 427
Acquisitions during the year - ͷͲ 66 - ͳͲͲͲ - ͳǤͲ͸͸ ͷͲ
Change in value 7 - - - - - 7 -
ƒŽ—‡…'""‡…–‹' (44) ͷͲ ȋʹȌ ͳͷ - - (46) 65
Change in value ȋ͵ͳȌ ȋʹ͹Ȍ ȋ͵ͳʹȌ ͹Ͳ ȋʹͺͲȌ - ȋ͸ʹ͵Ȍ Ͷ͵
Book value in the end of the
year
10 78 259 507 720 - 989 585

8 Inventories

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
Oil products for sale 796 ͵͸ʹ
Spare parts, construction materials and other inventories ͵ͷͻ ͹͹ʹ
ͳǤͳͷͷ ͳǤͳ͵Ͷ

͵ͳʹͲͳ͵ the Company had accounted write-off of inventories in the amount of LTL ͷǡͺͲͺthousand (LTL ǡͳͺ ͵ͳʹͲͳʹ), that have been written off down to the net Ǥ-off the inventories to the net value if they are not used for more than 6 months.

Write-off has been accounted for mostly construction materials and spare parts, which were not used during the reconstruction ȋͳͻͻ– ʹͲͲͷȌ.

Write-͵Ͳ ͵ͳʹͲͳ͵ ȋ͵ͳember ʹͲͳʹ - LTL ͳͺͺ Ȍprofit (loss).

͵ͳʹͲͳ͵ the Company stored ͳͳͷǤthousand tons of oil products delivered for transshipment (ͳͶͺǤʹ͵ͳʹͲͳʹ). Such oil products are not ǯǡ are accounted for in the off-balance sheet accounts as the Company has no ownership rights into oil products.

Oil products for sale are energy products collected i Ǥ͵ͳʹͲͳ͵ the Company stored ͵ǡͷʹʹ ȋ͵ͳʹͲͳʹ – ͳǡͳʹtons).

9 Trade receivables

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
‡…‡‹˜ƒ"އ•ˆ'"–"ans-shipment of oil products and other related services ͳͳǤͳ͸ͺ ͳ͵Ǥͷ͹ͻ
Less: impairment allowance ȋͳͳ͸Ȍ -
ͳͳǤͲͷʹ ͳ͵Ǥͷ͹ͻ

Trade and other receivables are non-interest bearing and are generally on 6 - ͳͷs.

͵ͳʹͲͳ͵ͺǡͷͷȋ͵ǡͲͳʹ thousand – ͵ͳʹͲͳʹȌǤ

ͳͳǡǡts to recover this sum. Trade and other accounts receivable are written off when the management is certain that the amount will not be recovered.

͵ͳʹͲͳ͵ ʹͲͳʹ is as follows:

9 Trade receivables (cont'd)

Trade and other receivables neither past
due nor impaired
Trade receivables past due but not impaired
‡••–Šƒ͵Ͳ ͸Ͳ– 89 ͻͲ– ͵ͷͻ More than
days ͵Ͳ– 59 days days days ͵͸Ͳ†ƒ›•
ʹͲͳ͵
ͳͳǤͲͳʹ
ͳʹ ʹ͹ ͳ - - ͳͳǤͲͷʹ
ͳͳ.Ͳ͸͸
ʹͲͳʹ
ʹǤͶͻͶ ͳͻ - - - ͳ͵Ǥͷ͹ͻ
ʹͲͳͳ
ͶǤʹʹ͵
͹͵ - - ͵ͻ - ͶǤ͵͵ͷ

Credit quality of financial assets neither past due nor impaired

With respect to trade receivables that are neither impaired nor past due, there are no indications as of the reporting date that the debtors will not meet their payment obligations since the Company trades only with , creditworthy third parties.

ͳͲ Long-term and short-term other receivables

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
Long-term accrued income ʹǤ͹͹͸
Long-term receivables ʹǤ͹͹͸
Short-term accrued income 978 ʹǤ͵ͳͷ
"‡…‡‹˜ƒ"އ ͳͳǤͳʹ͹ ͳǤ͹ͳͷ
Accrued interest on term deposits - 46
Other receivables ͳǤͷͻͺ 78
ͳ͵.͹Ͳ͵ ͶǤͳͷͶ
Less: impairment allowance - ȋͳ͵Ȍ
Short-term receivables ͳ͵.͹Ͳ͵ ͶǤͳͶͳ

Change in allowance for receivables for the years ʹͲͳ͵ ʹͲͳʹ profit (loss).

ʹͲͳʹ concluded LNGT construction agreements.

ͳͳ Other financial assets

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
‡••‹''ˆ"‹‰Š–•‹‡•‡''"ƒ ͳͲͲ ͳͲͲ
Loƒ–'Ƿ~ƒ˜‡•›•Dz ͵ͷͶ ͵ͷ͹
Less: impairment allowance for receivables (454) (457)
Total loans and receivables - -
Short-term deposits
˜‡•–‡–•‹–'–Ї•–ƒ–‡‰'˜‡"‡–"'†•'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒ - 9.474
Investments into the governme–"'†•'ˆ‹–Š—ƒ‹ƒ"ƒ• ͵ͲǤͳͶ͸ ͵Ǥ͹͸Ͳ
Total investments held-to-maturity ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ
Current part ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ
Total other financial assets ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ
Carrying values of other financial assets are denominated in the following currencies:
Currency ͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
ͳ7.955 ͳͲǤ͸Ͷͺ
LTL ͳʹǤͳͻͳ ʹǤͷͺ͸
͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ

ͳͳ Other financial assets (cont'd)

ʹͶ
ʹͲͲ͵Dzdz, as a part of settlement for the shares acquired, transferred to the Company the right ͻͷǡʹȋʹǡʹͶ͵Ȍ DzdzǤ ͳͲͲ Ǥ ǯ ͳͲͲΨǤ

The Company is implementing new policies of free funds investments of the Company aimed at investment transactions with reliable (long- -ǡ Ȍ instruments not only in Lithuania but also abroad. The investment policies give priority to investments in Lithuania and only if there is no other alternative - in foreign countries. Investment possibility into the securities of the Lithuanian Government has also been provided for. The Company has not acquired the s ʹͲͳ͵ (did not acquire ʹͲͳʹ), which the payoff maturity term is longer than one financial year.

͵ͳʹͲͳ͵͵ͲǡͳͶȋ͵ǡͲ– iʹͲͳʹȌ ͳʹͲȋͶͷ– ʹͲͳʹȌͲǤͶͷΨǤ

securities and term deposits, classified as investments held to maturity.

ͳʹ Cash and cash equivalents

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
ƒ•Šƒ–"ƒ 89.895 ͸͹Ǥʹʹͳ
Short-term deposits - ͳʹǤ͸ͳ͵
89.895 ͹ͻǤͺ͵Ͷ

Ǥ͵ͳʹͲͳ͵ the Company did not ǡʹͲͳʹ ͳʹǡͳ͵ ͲǤͻͷΨǤ ͵ͳ ʹͲͳ͵he Company had no Government bonds of foreign countries (did not have ʹͲͳʹ).

Calculated values of cash and cash equivalents are denominated in the following currencies:

Currency ͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
ͺͳ.͸ʹͲ ʹʹǤͷʹ͵
LTL 8.ʹ͹ͷ ͷ͹Ǥ͵ͳͳ
89.895 ͹ͻǤͺ͵Ͷ

The quality of cas - term borrowing ratings:

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
AA - ͸͵Ǥ͸ͺʹ ͵
A + ͷ͸Ǥ͵ͷͻ ͸͹Ǥʹͳͺ
A - ͳʹǤ͸ͳ͵
Ϊ - ͸ǤͲʹͻ
- ͹ǤʹͲͷ
ͳʹͲǤͲͶͳ ͻ͵ǤͲ͸8

T securities and investments, classified as investments held to maturity.

ͳ͵ Issued capital

ʹͲͳ͵of the Company was not increased. ʹͲͳʹ ͵ͺǡͲǯȋͳȌǡper share issue price of LTL ͳǤ͵ͷ. The ǯetary and non-monetary contributions of the shareholders.

Share capital Share premium
•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ ͵ͶʹǤͲͲͲ -
Non-monetary contributions ͵͵Ǥ͸ͻ͹ ͳͳǤ͹ͻͶ
Monetary contributions ͶǤͻͲͻ ͳǤ͹ͳͺ
•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ ͵ͺͲǤ͸Ͳ͸ ͳ͵Ǥͷͳʹ
Monetary and non-monetary contributions - -
•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ ͵ͺͲǤ͸Ͳ͸ ͳ͵Ǥͷͳʹ

Legal reserve

A legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 percent of net profit, ǡͳͲnt of the share capital.

DzKlaipedos dz ͵Ͳ ʹͲͳ͵ǡ o appropriate Companyǯ amounted to LTL ͶͳǤͲͲ thous. LTL ȋͳͳǤͺ) as follows:

LTL
‡–ƒ‹‡†'"'ˆ‹–‹–Ї"‡‰‹‹‰'ˆ–Їˆ‹ƒ…‹ƒŽ›‡ƒ"ȋͲͳ-Ͳͳ
ʹͲͳʹȌ
͹ͲǤ͹ͻ5 ʹͲǤͷͲ4
‹˜‹†‡†•†‡…Žƒ"‡† (5͸Ǥͻͺͳ) ȋͳ͸ǤͷͲ͵)
Transfers to reserves ȋͳͶǤʹͶͷ) ȋͶǤͳʹ6)
Annual financial operating income, net ͶͳǤͶ͵7 ͳʹǤͲͲͳ
Total distributable profit: 41.006 11.876
Profit distributed to legal reserves ʹǤͲͷͲ 594
Profit appropriated for payment of dividends ͶͳͲ ͳͳ9
Profit distributed to other reserves ͵ͺǤͷͶ6 ͳͳǤͳ͸͵
‡–ƒ‹‡†'"'ˆ‹–‹–Ї‡†'ˆ–Їˆ‹ƒ…‹ƒŽ›‡ƒ"ȋ͵ͳ-ͳʹ-ʹͲͳ͵) - -

Reserve to purchase own shares

Ǥǯ made providing the possibility to buy up own shares.

Other reserves

ȋȌ ǯ g on profit distribution. These reserves can be used only for ǯMeeting. The largest portion of the ǯǤ

ͳ4

͵ͳʹͲͳ͵ent of termination benefits to the employees terminating the employment ͺ͵ȋͺͳ– ʹͲͳʹȌǣ

Pension benefit liability for
ʹͲͳ͵ ʹͲͳʹ
Start of period ͺͳ͸ 785
Calculated per year ͳʹͻ 78
Paid per year ȋͳͲͺȌ (47)
†'ˆ'‡"‹'† ͺ͵͹ ͺͳ͸

The main preconditions applied to assess long-term employee benefit liability are presented below:

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
‹•…'—–"ƒ–‡ ͵ǡ͸ͻΨ ͶǡͲͲΨ
Staff turnover rate 5% 4 %
—–—"‡•ƒŽƒ"›‹…"‡ƒ•‡• ͵Ψ ͵Ψ
ͳ5 Loan
͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
—"''‡ƒ ˜‡•–‡–ƒǯ•Ž'ƒ ͷͳǤʹͳʹ -
Payable loan interest ͳ͵Ͷ -

A credit ͻ
ʹͲͳ͵was ͺǡͲͲͲ implement LNGT project. According to the contrǡ ͷͲΨ Ǥ According to the contract, credit term is up to ʹͲǡǡ in payment offers. The contract also provides t ͳͷ,ͲͲͲthousand, and the whole credit sum must be paid to the Company over no more than 6 payments. The performance of ͳͲͲΨ ǯ financial liabilities is ensured by the State Guarantee.

ʹͲʹͲͳ͵ǡͳͷǤͲͲͲǤ ʹͲȀͳʹȀʹͲͳͺ ʹͲȀͳʹȀʹͲ͵͵ ͳͷ,ͲͲͲ thousand, the loan must be repaid over ͳ payments. The in payment offer: ͵months Ϊ margin. The interest is paid quarterly. ̵ǡǤ

ͳ6 Trade and other payables

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
Payable to contractors ʹͲǤͳͶͲ ͳǤͻͺͷ
Payable for rent of land ͸ͷͲ ͷͲͶ
Payable for railway services ͳͻͲ 594
Other trade payables ͶǤʹͲ͹ ͶǤͲ͹Ͷ
ʹͷǤͳͺͻ ͹Ǥͳͷ͹

Trade payables are non-interest bearing and ͵Ͳ-day payment terms. ͵ͳ ʹͲͳ͵ trade payables of LTL ͳͶǡͺͷȋ87 thousand – ʹͲͳʹ).

ͷͳǤ͵Ͷ -

ͳ Liabilities related to labor relations

͵ͳʹͲͳ͵ ǯǡelated to labor relations, were basically comprised of vacation reserve of LTL ͳǡ954 ǡͻͶͲ ͳǡͺʹ ȋ ͵ͳ ʹͲͳʹ ǯ ǡ labor relations, were mainly ͳǡͷͲ thousand, ͺͺand accrued ͳǡʹͲͲlts).

ͳ8 Provisions

In accordance with national allocation plan for emission allowances for the ʹͲͳ͵ǡ the Company was allocated ʹͳǡ͵ͺ emission allowances for ʹ emission, which are not changed upon changed needs.

are accounted for when evaluating the deficit between the emission allowances allocated under the national allocation plan for emission allowances and the actual pollution for the particular year. The quantity of used emission allowances is audited by nal auditors each year.

‹••‹'…'‹–‡–
•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ Ͷͻ͵
Calculated per year (544)
Offsetting of bought emission allowances ʹͳͷ
•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ ͳ͸Ͷ
Calculated per year -
Offsetting of bought emission allowances ͳ͸Ͷ
As 'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ -

Prospective emission allowances allocation and consumption (units) ʹͲͳ͵ and the following periods:

ʹͲͳ͵ ʹͲͳͶ ʹͲͳͷ ʹͲͳ͸ ʹͲͳ͹ ʹͲͳͺ ʹͲͳͻ ʹͲʹͲ Total
Allocated * ʹͳǤ͵͸ͺ ͳͻǤͳʹ͵ ͳ͸Ǥͻ͵ͻ ͳͶǤͺʹͲ ͳʹǤ͹͸͸ ͳͲǤ͹ͺͲ 8.858 ͹ǤͲͲ͹ ͳͳͳǤ͸͸ͳ
Planned to be used ȋͳͺǤʹ͵ͻȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͺǤͲͲͲȌ ȋͳͶͶǤʹ͵ͻȌ

allowances allocation and consumption (units) ʹͲͳʹ and the previous periods:

ʹͲͲͺ ʹͲͲͻ ʹͲͳͲ ʹͲͳͳ ʹͲͳʹ Total
Allocated * ͳͻǤ͸ͻͳ ͳͻǤ͸ͻʹ ͳͻǤ͸ͻʹ ͳͻǤ͸ͻͳ ͳͻǤ͸ͻͳ 98.457
Consumed ȋʹͻǤʹͶͳȌ ȋʹͷǤ͸ͳͻȌ ȋʹͺǤ͵ʹͷȌ ȋʹ͹Ǥ͹ͻ͵Ȍ ȋʹ͵ǤͺͷͳȌ ȋͳ͵ͶǤͺʹͻȌ
Purchased and consumed - - ͳͲǤͲͲͲ - ͷǤ͹ͷ͵ ͳͷǤ͹ͷ͵
Purchased - - - ͻǤͲͲͲ - ͻǤͲͲͲ

* planned to be allocated by the national allocation plan.

ʹͳ ʹͳǡ͵ͺǤʹͲͳ͵Ǥ

ͳͻ Other current liabilities

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
……"—‡†‡š'‡•‡• ͳ͵Ǥ͸͸ͳ ͳǤͳ͵ͳ
ƒš'ƒ›ƒ"އ'"‡ƒŽ‡•–ƒ–‡ ͵ʹͳ ͵Ͳͻ
Other liabilities ͳǤͲ͵͵ ͵Ͷʹ
ͳ5.Ͳͳͷ ͳǤ͹ͺʹ

Other liabilities are non-interest bearing and have an average term of one month.

͵ͳ ʹͲͳ͵ǡ Ǥ liǮing ͳʹǡͻʹͺ have been calculated according to ǡ
ǡʹͲͳͶ, ǡ actually carried out ʹͲͳ͵Ǥ

ʹͲ Sales income

ʹͲͳ͵ ʹͲͳʹ
Sales of oil transshipment services ͳʹ͵Ǥͻ͹ͳ ͳ͵ͳǤͷͶ͵
Sales of heavy oil products collected in –Їƒ•–‡ƒ–‡""‡ƒ–‡– ƒ…‹Ž‹–‹‡• - ͵Ǥʹ͵͵
‡˜‡—‡•ˆ'"•–'"ƒ‰‡'ˆ'‹Ž'"'†—…–• ʹǤ͹ͺ͹ ʹǤ͹ͺͷ
Other sales related to transshipment ͳͲʹ ͳǤ͵ʹͲ
ͳʹ͸Ǥ8͸Ͳ ͳ͵ͺǤͺͺͳ

ǤǤ ʹͲͳͶ transshipment of about 4 million tons of heavy oil products through Klaipeda Seaport throughout the duration of the contract. The contract is beneficial to Dz-or-dzdz ǯns.

Other sales income related to transshipment include services of moorage, sales of fresh water, transportation of crew and other transshipment-related income.

ʹͳ Cost of sales

ʹͲͳ͵ ʹͲͳʹ
‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' ʹͶǤͶʹʹ ʹʹǤ͸Ͳͻ
Natural gas ͳͶǤͷͷͷ ͳͻǤ͸ͶͲ
Wages, salaries and social security ͳͺǤͷͻͶ ͳ͹ǤͺͶͷ
ƒ‹Ž™ƒ›•‡"˜‹…‡• 4.568 ͸ǤͲ͵Ͷ
އ…–"‹…‹–› 5.576 ͷǤ͵ͳ͸
‡–'ˆŽƒ†ƒ†"—ƒ›• ʹǤͳͲͲ ʹǤͲͶ͸
Cost of sold inventories - ͳǤͶ͹Ͳ
‡'ƒ‹"ƒ†ƒ‹–‡ƒ…‡'ˆ'-current assets ͳǤͺʹͲ ͳǤͺͶͺ
ƒš'"‡ƒŽestate ͳǤʹʹ͹ ͳǤʹͲͺ
Insurance of assets ͳǤ͵ʹͳ ͳǤͳͶͺ
‡"˜‹…‡•ˆ'"–ƒ‡"• ͷʹͶ 596
Inventories for resale - 547
'"•ƒˆ‡–›…'•–• ͶͲ͵ ͵ʹ͵
‹••‹'"‹‰Š–•‡š'‡•‡• ͹͵ ȋ͵ʹͻȌ
Other ͻͲ͸ ͳǤͲ͵ͷ
76.Ͳͺͻ ͺͳǤ͵͵͸

ʹʹ

ʹͲͳ͵ ʹͲͳʹ
Salary, social security ͹Ǥ͵ͻͳ ͷǤʹ͹ʹ
Consulting and legal costs ͳǤͳ͹Ͳ ͳǤʹͳ͸
Impairment ͵͹ 776
Communication Ͷ͸͵ ͷͲ͸
Charity 785 596
‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' 458 ʹͺͻ
𒇐•‡•ˆ'"—•‹‡••–"‹'• ʹ͹Ͷ ʹͷ͵
𒇐•‡•ˆ'""‡ˆ"‡•Ї"…'—"•‡• ʹ͵ͻ ʹʹʹ
𒇐•‡•"‡Žƒ–‡†–'–Їƒƒ‰‡‡–'ˆ•‡…—"‹–‹‡• ͳʹ͸ ʹͲ͹
‡'ƒ‹"ƒ†ƒ‹–‡ƒ…‡'ˆ'-current assets ͳ͸͵ ͳ͹Ͷ
‡'"‡•‡–ƒ–‹'ǡƒ†˜‡"–‹•‹‰ ͳͺͳ ͳͷʹ
Communication costs ͳ͸ͷ ͳͲͻ
‡…"‡ƒ•‡'ˆ"—›‡"•Ǯ†‡"–• ͳͳ͸ -
Other ͳǤͲͳͻ ͻ͸ʹ
ͳʹǤ͸Ͳ͸ ͳͲǤ͹͵Ͷ

Ǥ

ʹ͵ ȋȌinancial and investment activities – net

ʹͲͳ͵ ʹͲͳʹ
Interest income ͵ʹͳ ͳǤͺͳ͹
‹‡•…'ŽŽ‡…–‡† ͵͹Ͷ ͵Ͳ
‹ƒ…‹ƒŽ‹…'‡ǡ–'–ƒŽ 695 ͳǤͺͶ͹
ȋ'••‡•Ȍˆ"'…—""‡…›‡š…Šƒ‰‡ (99) ȋͳͳͷȌ
–Ї"ˆ‹ƒ…‹ƒŽƒ…–‹˜‹–›ȋ‡š'‡•‡•Ȍ (7) ȋͳȌ
‹ƒ…‹ƒŽƒ…–‹˜‹–›‡š'‡•‡•ǡ–'–ƒŽ ȋͳͲ͸Ȍ ȋͳͳ͸Ȍ
‹ƒ…‹ƒŽ"‡•—Ž–ǡ–'–ƒŽ 589 ͳǤ͹͵ͳ
ʹͶ …'‡–ƒš
ʹͲͳ͵ ʹͲͳʹ
…'‡–ƒš'ˆ–Ї›‡ƒ" ʹǤͻͶͲ ͹Ǥͺ͵͸
…'‡–ƒšƒ†Œ—•–‡–'ˆ–Ї'"‡˜‹'—•›‡ƒ" - -
Payable ‹…'‡–ƒš‡š'‡•‡ ʹǤͻͶͲ ͹Ǥͺ͵͸
‡ˆ‡""‡†–ƒš‡š'‡•‡ ȋʹ͸ͲȌ ȋͷͳͷȌ
…'‡–ƒš‡š'‡•‡"‡…'"†‡†‹–Їprofit (loss) ʹǤ͸ͺͲ ͹Ǥ͵ʹͳ

ʹͲͳ͵ʹͲͳʹǣ

ʹͲͳ͵ ʹͲͳʹ
……'—–‹‰'"'ˆ‹–"‡ˆ'"‡–ƒš ͵ͺǤ͵ʹͻ 48.758
''Ž›‹‰ͳͷΨ'"'ˆ‹––ƒš"ƒ–‡'ˆ–Ї''ƒ› 5.749 ͹Ǥ͵ͳͶ
‡†—…–‹"އ‡š'‡•‡•'ˆ‹…'‡–ƒšȋ…Šƒ"‹–›Ȍ ȋͳͳͺȌ (89)
˜‡•–‡–'"'Œ‡…–•ǯ"‡Ž‹‡ˆ ȋʹǤͻ͵ͻȌ -
…"‡ƒ•‹‰‡š'‡•‡•'ˆ‹…'‡–ƒš (676) -
Other non-†‡†—…–‹"އ‡š'‡•‡• ͻʹͶ 96
''Ž›‹‰ͳͷΨ‡ˆˆ‡…–‹˜‡‹…'‡–ƒš ʹǤͻͶͲ ͹Ǥ͵ʹͳ
ˆˆ‡…–‹˜‡"ƒ–‡ 7,7% ͳͷǡͲͳΨ

ǣ

Statement of Comprehensive
–ƒ–‡‡–'ˆ ‹ƒ…‹ƒŽ''•‹–‹' income
ʹͲͳ͵ ʹͲͳʹ ʹͲͳ͵ ʹͲͳʹ
Impairment of non-current assets ͳǤʹʹͲ ͳǤʹͳͷ (5) ȋͳͳ͹Ȍ
……‡Ž‡"ƒ–‡††‡'"‡…‹ƒ–‹'ˆ'"–ƒš'—"''•‡• ͻ͵͹ ͻ͹͵ ͵͸ Ͷ͵
Write-offs of i˜‡–'"‹‡•–'"‡ƒŽ‹œƒ"އ˜ƒŽ—‡ ͺ͹ͳ ͻʹͷ 54 ȋʹͺȌ
Accrued annual bonuses ʹ͹ͻ ͳ͹͵ ȋͳͲ͸Ȍ 7
Accrued emission rights - Ͷ͵ Ͷ͵ ͺͳ
Long-term employee benefit liability ͳʹ͸ ͳʹʹ (4) (5)
ƒ…ƒ–‹'"‡•‡"˜‡ ͹Ͳ ͸ͳ (9) ȋͳ͸Ȍ
Other temporary differences ͳͺ ͵ ȋͳͷȌ -
••'…‹ƒ–‡•ǯ‡"—‹–›‡–Š'† 75 ȋʹͷȌ ȋͳͲͲȌ ͳ͸
Oil products - - - ȋͳʹ͵Ȍ
Impairment of receivables 455 458 (68) (69)
Accrued income ȋͶͳ͸Ȍ ȋͳͲͷȌ ͵ͳͳ ͳͲͷ
Investment incentive of non-current assets ȋͳͲǤͳͳͷȌ ȋͳͲǤͷ͹ͻȌ (465) (478)
‡ˆ‡""‡†‹…'‡–ƒš‡š'‡•‡•Ȁȋ‹…'‡Ȍ"‡…'‰‹œ‡•
in profit (loss)
ȋʹ͸Ͳ) ȋͷͳͷȌ
‡ˆ‡""‡†‹…'‡–ƒšƒ••‡–•ȀȋŽ‹ƒ"‹Ž‹–‹‡•Ȍǡ‡– ȋ͸Ǥͻ͵ͷȌ ȋ͹ǤͳͻͶȌ

ʹͶ ȋǮȌ

͵ͳʹͲͳ͵ the Company did not LTL 68 thousand (LTL 69 thousand – ʹͲͳʹ) of as Ǥ liability are set-Ǥ

͵ͳʹͲͳ͵ ʹͲͳʹ the Company has used the ͳͷΨǤ

ʹͷ r share, basic and diluted

Ǥ earnings per share equal to basic earnings per share as the Company has no instruments issued that could dilute shares issued. ǣ

ʹͲͳ͵ ʹͲͳʹ
Net profit attributable to shareholders ͵ͷǤ͸Ͷͻ ͶͳǤͶ͵͹
Weighted average number of ordinary shares (thousand) ͵ͺͲǤ͸Ͳ͸ ͵͸ͳǤͳͻͺ
ƒ"‹‰• and reduced earnings per share (in LTL) ͲǡͲͻ Ͳǡͳͳ
‹˜‹†‡†s
ʹ͸
ʹͲͳ͵ ʹͲͳʹ
‹˜‹†‡†•†‡…Žƒ"‡† ȋͶͳͲȌ ȋͷ͸ǤͻͺͳȌ
Weighted average number of shares (thousand) ͵ͺͲǤ͸Ͳ͸ ͵͸ͳǤͳͻͺ
‹˜‹†‡†•†‡…Žƒ"‡†'‡"•Šƒ"‡ȋ‡š'"‡••‡†‹'‡"•Šƒ"‡Ȍ ͲǡͲͲͳ Ͳǡͳ͸

T Ǯ ͵Ͳ ʹͲͳ͵ ʹͲͳʹ ͶͳͲʹͲͳʹǤ

The remaining amount of declared dividends to the shareholders, who were not found according to the stated addresses, is DzdzDzdz ͵ͳʹͲͳ͵Ǥ͵ͳʹͲͳ͵ nding amount of dividends not paid during the previous financial year amounted to LTL ͳʹȋʹͲͳʹǣ͵ͻ thousand).

ʹ

Credit risk

The Company has significant concentration of trading counterparties. Trade receivables from the main customer of the Company – dzdz– ͵ͳʹͲͳ͵ ͳ Ψȋ͵6% ͵ͳʹͲͳʹȌǡDz ǤǤdz- 7 Ψ ͵ͳ ʹͲͳ͵ (about ͵ Ψ ͵ͳ ʹͲͳʹȌ ǯ ǤDz dzͳͲǡDz dz S.A. – 7 calendar days, State Dz t pdz– ʹͲcalendar days, Dz
dzǡDz dz– up ͳͷǡ whereas the usual payment terms for all other customers is ͷǤ ǯustomers is managed by a continuous monitoring of outstanding balances.

ǯ .

The Company does not guarantee obligations of other parties. ǡǡǡ sition. Consequentlǡ ǡ allowance for doubtful accounts and cash and other short-term deposits at the date of S Ǥ

The Company trades only with third parties, so there is no requirement for collateral.

ʹ ȋǮȌ

Interest rate risk

ǯǤ

ǮǤ Ǯcted by long-Ǥ ǡ Ǥ Interest rate ǡͳͲͲΨǯ Guarantee.

The ǯǤThe Company holds money and time deposits on the accounts of Ǥ ǡ ratings provided by the foreign rating agents.

ǤǤǤ. Ǥǡ ǡ huanian litas.

Liquidity risk

ǯ of committed credit facilities to meet its commitments at a given date in accordance with its strategic plans.

The ǯȋȀȌȋȋ- ȌȀ Ȍ͵ͳʹͲͳ͵ were ͵.Ͷ͵and ͵.ͶͲ, respectively (7Ǥʹͳ and 7Ǥͳ͵͵ͳʹͲͳʹ).

̵Ǥ̵rate ǡ̵atio of the Company is ͳǤʹͲͳ͵ ʹͲͳʹ ǯassumed financial commitments ʹͲͳ͵ȋʹͲͳʹȌǡ and accumulates cash funds for the performance of its strategic objectives.

‡•‹†—ƒŽ
value
On demand Less than
͵'–Šs
͵–'ͳʹ
Months
ͳ–'ͷ
years
More
than 5
years
Total
Trade and other payables ͹Ǥͳͷ͹ - ͸Ǥͺ͵ͳ ͵ʹ͸ - - ͹Ǥͳͷ͹
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ ͹Ǥͳͷ͹ - ͸Ǥͺ͵ͳ ͵ʹ͸ - - ͹Ǥͳͷ͹
Trade and other payables ʹͷǤͳͺͻ - ʹͷǤͲͳʹ ͳ͹͹ ʹͷǤͳͺͻ
Loan ͷͳǤͻʹ͸ - ͳ͵Ͷ ͶͲʹ ʹǤ͸ͺͲ 55.544 ͷͺǤ͹͸Ͳ
ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ 7͹Ǥͳͳͷ - ʹͷǤͳͶ͸ 579 ʹǤ͸ͺͲ 55.544 ͺ͵ǤͻͶͻ

The table below ǯ͵ͳʹͲͳ͵ǡʹͲͳʹ contractual undiscounted payments.

LTL ͳǡ͵ͷ thousand of the LTL ʹͷǡͲͳʹ thousand amount is the retention amounts under contracts, which are paid for when all eted. There is no possibility to forecast these payment terms. ͷͳǡͻʹǡͻͺͳ Ǥ

Fair value of financial assets and liabilities

ǯrade and other receivables, trade and other payables, non-current and current borrowings as well as investments held-to-maturity.

̵ length transaction, other than in forced or liquidation sale.

ʹ ȋǮȌ

ǯ hat are carried in the financial statements:

Carrying amount ƒ‹"˜ƒŽ—‡
ʹͲͳ͵ ʹͲͳʹ ʹͲͳͳ ʹͲͳ͵ ʹͲͳʹ ʹͲͳͳ
Financial assets
Cash 89.895 ͹ͻǤͺ͵Ͷ ͺǤͳͺͲ 89.895 ͹ͻǤͺ͵Ͷ ͺǤͳͺͲ
Trade receivables ͳͳǤͲͷʹ ͳ͵Ǥͷ͹ͻ ͶǤ͵͵ͷ ͳͳǤͲͷʹ ͳ͵Ǥͷ͹ͻ ͶǤ͵͵ͷ
Other financial assets ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ ͳͳ͹Ǥͷͺʹ ͵ͲǤͳͶ͸ ͳ͵Ǥʹ͵Ͷ ͳͳ͹Ǥͷͺʹ
Financial liabilities
Loan ͷͳǤ͹ͻʹ - - ͷͳǤʹͳʹ - -
Trade payables ʹͷǤͳͺͻ ͹Ǥͳͷ͹ ͶǤ͸͹ͳ ʹͷǤͳͺͻ ͹Ǥͳͷ͹ ͶǤ͸͹ͳ

Other financial assets are substantially comprised of investments held-to-maturity (Note ͳʹȌǤ

, cannot be reliably estimated, therefore the investment is accounted for at carrying value (Note 7). It was also impossible to measure the fair value for the period using comparable transactions. The Company did not measure the d not be reliably determined.

The following methods and assumptions are used to estimate the fair value of each class of financial assets and liabilities:

  • ǡes fair value.
  • The fair value of non rates available for debt with the same maturity profile.

Ǥ

The following methods and assumptions are used to estimate the fair value of all financial instruments:

Cash

It is cash, the value of which is the fair value.

Receivables

Trade receivables and other receivables are initially at fair value and subsequently measured at cost using the effective interest rate method, less a provision for impairment. Shorter than -month period, trade and other receivables, which are not the interest rate, the fair equal to their nominal value at initial recognition, and subsequently - the carrying amount, as the impact of discounting is not significant. The fair value is determined for the purposes of disclosure.

Financial liabilities

The fair value is determined for the purposes of disclosure, calculated on the basis of future principal and interest rate cash flows, discounted at the interest rate at the reporting date, the present value. leasing rate determined under similar lease agreements. Shorter-term financial liabilities, which are not the interest rate, the fair equal to their nominal value at initial recognition, and subsequently - the carrying amount, as the impact of discounting is not significant.

Ǥǡͳ͵ establishes a fair value hierarchy that into three levels the inputs to valuation techniques used to measure fair value. ͳ- ȋȌ measurement date.

ʹ- ͳ observable for the asset or liability, either directly or indirectly.

͵- are unobservable inputs for the asset or liability.

͵ͳʹͲͳ͵Ǥ

ʹ ȋǮȌ

Financial instruments not at fair value

̵ financial instruments not at fair value of trade and other receivables and trade and other payables, long-term and short-term borrowings. The Company̵these financial instruments, the carrying values their fair values because of the borrowing costs associated with lending rate and other financial assets and liabilities are short-term, and the fair value of the variation is not significant.

Capital management

ǯ capital requirements. Capital includes equity attributable to equity holders.

Ǥǡy may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

͵
ʹͲͳʹǡ ͵ͺͲǡͲ LTL. ǯ ͵ͺǡͲ

ͷͲΨǡ of Lithuania.

ǯits equity and loan capital.

ʹͺ Commitments and contingencies

Loan contracts

  • x ͻ
    ʹͲͳ͵ith Nordea inland PLC an overdrafͳʹͲmillion that it has not used yet.
  • x On 9 ʹͲͳ͵ the Company concluded a credit agreement with for a credit of up to ͺǡͲͲͲ thousand for LNGT project implementation. ement, will finance up to ͷͲΨ implementation of the project. The credit period under the agreement is up to ʹͲ, interest – ǡ the rate of which will be set in repayment proposals. The agreement also determines that the minimum credit payment portion is ͳͷǡͲͲͲǡ and the whole amount of the credit has to be paid to the Company in no more than 6 payments. ͳͲͲΨ ̵ financial obligations under the agreement will be secured by the guarantee of the State Guarantee.

Operating lease commitments

x ʹͲͷͷǤ ǯties, associated with dividends, additional borrowings or additional long-Ǥ ʹͲͳ͵ǯʹǡͳͲͲȋʹͳȌȋʹǡͲͶ thousand – ʹͲͳʹȌǤ

Total amount of future minimum payments of land rent:

͵ͳ-ͳʹ-ʹͲͳ͵ ͵ͳ-ͳʹ-ʹͲͳʹ
Within one year ʹǤͳͲͲ ʹǤͲͷͲ
"''‡–'ˆ‹˜‡›‡ƒ"• ͺǤͶͲͲ ͺǤʹʹ͵
After five years ͹ͷǤͺ͵ͷ ͹͸ǤͲ͸ʹ
ͺ͸Ǥ͵͵ͷ ͺ͸Ǥ͵͵ͷ

Financial lease

x ʹǡʹͲͳʹǡǡȋȌ LNG Ltd. regarding ȋ Ȍ ͳǡʹͲͳͶ– ͳǡʹͲͳͶǤThis contract meets the criteria of financial Ǥ͵ͳǡʹͲͳ͵ǡtotaled ͻͳͳǡͶͶǤ

ʹͺ Commitments and contingencies (cont'd)

Long-term construction agreements

x The Meeting of Shareholders was held on ͷ ʹͲͳ͵. The Meeting approved the award of the Contract, Ǯ ǡ the infrastructure and suprastructure carried out under negotiated procedure – Dz ȋ
ȌȋȌ dz Ǥ

The main terms and conditions of the Contract inter alia are as follows:

  • 9 cannot ʹ7,ͳ9Ͳ Ǥ ǤThe Company shall pay price only for Ǥ
  • 9 AͳʹͲͳͶ. .
  • 9 The Management of the Company shall have an additional obligation: in case there is an increase in total Contract price ͳͲ percent, or Contract completion deadline ȋͳ ʹͲͳͶȌ for more ͵Ͳ days, the ̵ approval must be obtained allowing such an increase in the Contract price and (Ȍsion of the Contract performance term respectively, in order to ensure a proper control of the changes in the Contract.

Additionally, on ͷʹͲͳ͵ Meeting of Shareholders approved the main terms and conditions of the confidentiality agreement of the ̵ .

On 6 May ʹͲͳ͵ the Company concluded a contract on ǡ ȋȌ with German concern PPS Pipeline Sy ǡ Dz ǡ ȋȌdzǤǡ needed for installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area (at the northern part of Kiaules nugara island) and the Lithuanian natural gas transmission system ( – Klaipeda gas transmission pipeline (Taurage – Klaipeda part) near Klaipeda -ʹǡ at village, township, Klaipeda district municipality) will be carried out on the basis of the Contract.

The main terms and conditions of the Contract inter alia are as follows:

  • 9 t ͻͶǡͺͶͲ ͳͳͶǡͷ ǤʹͳǤ Ǥ worǢ
  • 9 ͳʹͲͳͶ. t.
  • 9 The Contract shall enter into force when it is approved by the General Meeting of Shareholders of the Company as set out in Article ͳǤͳͲ ǯs Articles of Association. Th ǯ approved the Contract conclusion possibility on ʹʹril ʹͲͳ͵.

Legal disputes

x ͳͺ ʹͲͳͳ ͳ Ͳͻͳ ǡfor ǡ ǡ Ǥ ͳʹ-ͳʹ-ʹͲͲͷ ʹʹ ʹͲͲͶ ǯt.

After the evaluation of the service contract with non- ʹʹ ʹͲͲͶ Dz·dz
ʹͲͲͷ ʹͲͳͲǡǡͶͲǤ

ͷǡʹͲͳͳ ǡ Ƿ ·DzǤͶʹǤǤ

ʹͲʹͲͳ͵Dz·dz Company. The Court, inter aliaǡf the Company; to adjudge from the Company to the benefit of Dz ·dz losses amounting to ͻͶͶͷͻͲǤǡ annual interest in the amount of 6 percent on the awarded amount for the period from the court ȋͳͺͲͶʹͲͳͳȌ until the judgment is fully complied with, stamp-duty in the amount of LTL ͳʹ͵ͷand the costs of legal aid in the amount of LTL ʹͷͲͲͲǢ the Company's counter- Dz ·dz ǡ ǡ and unjust enrichment. ǯ management believes that the Court to reject the counterclaim and to meet a part of the requirements under the claim is unlawful and unfounded as, inter alia, the findings of the state institutions (the National Audit Office and the Competition Council) on the individual provisions of the Agreement

ʹͺȋǮȌ

and possible violation of applicable law ǡwell as the fact that DzNaftos Grup·dz did not substantiate the amount of the income which allegedly was not received due the termination. The Company terminated the obviously economically disadvantageous agreement in order to protect the interests of the shareholders of the Company.

ͳͻ
ʹͲͳ͵ the Company appealed against the ʹͲʹͲͳ͵ in a case under the claim from the claimant for the compensation of allegedly incurred losses in the amount of LTͳͲͲͲ ǡǡ ǡ Ǥͳʹ-ͳʹ-ʹͲͲͷʹʹ ʹͲͲͶ ǯǤ

In its appeal submitted to the Court of Appeal of Lithuania, the Company, inter alia, requested the following:

  • 9 the sections of the ʹͲ ʹͲͳ͵ that the Agreement was terminated ̵ fault; for losses amounting to LTL 9,745 thousand, the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until the judgment is fully complied with and the award of litigation costs from the Company to the benefit of Ǣthe rejection of ̵ counterclaim ǡ and to pass a new judgment regarding these sections: to reject the requirements of the claim for recognition that the Agreement was terminated ̵ fault; for losses amounting to LTL 9,745 thousand, the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until the judgment is fully complied with and the award of litigation costs from the Company to the benefit of , and ǯs counterclaim fully;
  • 9 To uphold the other sections of the ʹͲʹͲͳ͵Ǥ

It should be noted that upon the appeal, the ʹͲ ʹͲͳ͵ : it cause the real after-effects for the Company only if it was not withdrawn the case following appeals procedure. A sitting of the Court ʹͲͳͶǤ

ǯ ǡ ͵ͳʹͲͳ͵.

In opinioǡǡ ǯ ʹͲ ʹͲͳ͵ Ǥ regarding this ongoi ͵ͳʹͲͳ͵Ǥ

x ʹͳʹͲͳʹǡDzdzDze÷Dz as the winner of the international public Dzǡ ȋȌdzDz·dzǤ

ʹʹ
ʹͲͳ͵ ission for Dz ǡ ȋȌdzǡǡinter alia, the Company was obliged to suspend the public contract award procedure up to moment when the Public Procurement Office would ȋ Authority).

ʹͺ
ʹͲͳ͵ · Dzǡ ȋȌdz ȋǡDzdzȌǤ

The claimant in its claim inter alia :

  • 9 ǡDzdz Dze÷dz-allowed competition advantage, because of which its offer had to be rejected;
  • 9 ǯ according to which the queue of offers was ǡ;
  • 9 to oblige the Company to approve the new queue of the offers.

ͺ ʹͲͳ͵ing international assessment of DzǡȋȌdz Ǥ ǡ ǡǡuired the Company to cancel the following decisions adopted by procurement commission:

  • 9 ͵ ͷ ʹͲͳʹ procedures;
  • 9 ʹͲʹͲͳʹpes with final Procurement Offers;
  • 9 ʹͲʹͲͳʹǡǡ of the winner and signing the Procurement Contract and the related notifications to Procurement participants.

ͺʹͲͳ͵Ƿ DzǷe÷DzDzǡ procȋȌdzǤ

ʹͺȋǮȌ

ǣ

  • 9 ͺ ʹͲͳ͵ǡ ǡ ǡ ǡ Procurement contract;
  • 9 to cancel amendment in the procurement conditionǯͳ͵ ʹͲͳ͵ǡ which established the most economically advantageous tender evaluation criterion as evaluation criterion;
  • 9 ǡǤǤthe alleged violation: to oblige the ʹͲʹͲͳʹǤ

ͺʹͲͳ͵ǷDzǷe÷ Dz comes into effect.

ͳʹͲͳ͵ ǡch had Dzǡ ȋȌdzǤ

ʹal offers were received. After the final evaluation of the offers by the most ǡ ͳͺʹͲͳ͵ǤǷDzǷe÷Dz second place of the queue.

ͳ
ʹͲͳ͵ Ƿ Dz Ƿe÷ Dz ͳ ʹͲͳ͵Ǥ ǡ ǡ DzǡȋȌdz statutory requirements. The cited ruling of the Lithuanian Court of Appeal became effectȋʹͺ ʹͲͳ͵Ȍǡǡǡnt to the Supreme Court of Lithuania.

On 5 August ʹͲͳ͵ he Company received the ruling of the Lithuanian Supreme Court, by which an appeal in cassation submitted by ǷDzregarding the ruling of the Court of Appeal of Lithuania ʹͺʹͲͳ͵ was rejected. The above mentioned ruling of the Lithuanian Supreme Court is final and not subject to appeal. This ruling brings to an end the dispute relating to the Companyǯ Dz ǡ ȋȌdzcedure. Thus, the Company did not violate the statutory requirements by awarding the contract to the German concern PPS Pipeline Systems .

x T ʹͻ
ʹͲͳ͵ ȋter, the ȌȋǡȌ ȋǡȌǤ person concerned.

ed to annul the following:

  • 9 ͵ǤͳͶǤ͵-͵ͳDzʹͲͳ͵ ǡǡuction and operation of the liquefied natural gas terminal, its dzǡͳͻʹͲͳʹǤ ʹͲͳ͵ǡ ȋ Ȍ construction of the liquefied natural gas ȋǡ Ȍǡ ȋ ͳͳ͵ǡͻͺ Ȍ ȋ ͵Ͳʹ Ȍ ight to adjust such ǡ project.
  • 9 ʹ Ǥ ͵-͵͵Ͳ Dz upper limits of the natural gas ȋ Ȍ ʹͲͳ͵Ǥdz ʹ ʹͲͳʹǤ y the said ǡ ȋ Ȍǡ ǡ and ʹͲͳ͵ȋ͵Ǥͷ͵ͳǡͲͲͲ͵ȋȌǤ

Guarantees

x The Company as the owner the warehouse for storage of goods in order to secure due fulfillment ǤͶͳͲͲͲͳʹͶͳʹͲͳ͵ǡ ͷǡͲͲͲ Klaipeda Territorial Customs. The last effective day of the Letter of Guarantee ͵ͳʹͲͳͶǤ

ʹͺ Commitments and contingencies (cont'd)

  • x fulfillment Issuance Agreement dated 6 ʹͲͳ͵, signed with for the amount of LTL ʹǡͷͲͲsand has submitted a letter of payment guarantee to the State T Inspectorate. The last effective day of the Letter of Guarantee is 7 ʹͲͳ4.
  • x Ǥ Ͷͻ f Lithuania on Dz ǡ dzǡ ry of Ǥ ǯǢͳǡʹͲǡ ͳʹ
    ʹͲͳ5.
  • On ʹʹʹͲͳ͵ announced Nordea Plc, ǡ as the winner of the simplified Ƿ ȋ Ȍdz carried out under negotiated procedure. guarantee is intended for securing of the performance of contractual obligations under the Lease Contract concluded between the Company and Ú Ǥʹ March ʹͲͳʹ.
  • tee inter alia are as follows:
    • 9 amount of the guarantee up to ͷͲ,ͲͲͲthousand;
    • 9 validity term of the guarantee from ͳͷ-Ͳͳ-ʹͲͳͶ ͵ͳ-ͳʹ-ʹͲͳͶ;

9 price of the services – ͲǤʹͷͷΨof the of the guarantee amount (ͳʹͺthousand). No additional obligations or operating limitations will be set to the Company under the guarantee agreement as compared with the credit agreement signed between the Company ͻ
ʹͲͳ͵.

ͳ͵ ʹͲͳ͵ the of t a State Guarantee Agreement regarding the credit in the amount of ͺͳ (LTL ʹͺͲ) to the Company. The State Guarantee Agreement is to secure ̵ credit contract for ʹͲ funding of the LNGT project dated ͻ
ʹͲͳ͵. The Company will be able to borrow a total ͺȋ͵ͲͲȌ under the contract upon the State guarantee for the remaining part of the credit. Thus, ͷͲΨ LNGT project implementation will be financed by the contract.

The State Guarantee was granted upon fulfillment of all terms and conditions specified in Ǥ -479 on the State ʹ
ʹͲͳ͵, i.e., upon ȋȌ inter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT project; payment of ͺͳ ǡ and receipt of the appr the State guarantee is a state aid compatible .

ͷʹͲͳ͵the Company . On the basis of the Agreements, the Company has n ͺͳ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT project (in the amounͺͳȌǤ

x ͲͳȀͲͳȀʹͲͲ9 ͵ͳȀͳʹȀʹͲͳ͵Ǥ ǡ ǯ and records for 5 years before the accounting period and may calculate additional fees and sanctions. The Management of the ǡhe Company.

Insurance contracts

  • On ʹʹͲͳ͵ the Company signed an insurance contract with ǯs associated with the LNGT infrastructure construction (natural gas pipeline and jetty). The main terms and conditions of the contract are as follows:
  • Insured property infrastructure and equipment of the jetty specified in DzLNGT infrastructure engineering, procurement and construction (Ȍdz contract concluded between the Company and AS on ͳͺʹͲͳ͵ (hereinafter – the Contract), and the Dzǡ pipeline system (Ȍdz contract concluded between the Company and PPS Pipeline Systems on ʹͲͳ͵ (hereinafter – the Pipeline Contract).

Insured – construction, installation and testing s carried out under the and Pipeline intended for creation of the insured property;

Insured activities – activities related to natural gas and (or) the LNG.

͵Ͳ

The parties are considered related when one party has a possibility to control the other one or has significant influence over the ǤʹͲͳ͵ǡ ʹͲͳʹʹͲͳͳǣ

Transactions with Lithuanian State controlled enterprises and institutions

Purchases from Sales to related parties ‡…‡‹˜ƒ"އ•ˆ"' Payables to related
related parties related parties parties
–ƒ–‡ƒš •'‡…–'"ƒ–‡ƒ––Ї ‹ƒ…‡ ʹͲͳ͵ ͺͷǤ͵ͺʹ - ͳͶǤ͵͵ʹ ͳǤ͹ͳͲ
‹‹•–"›'ˆ–Ї‡'—"Ž‹…'ˆ‹–huania ʹͲͳʹ ͳͳǤͺʹ͵ - ͳ͸ ʹǤͺͷͳ
ʹͲͳͳ ͺǤͺ͵ʹ - - ͳǤ͹ͲͶ
–ƒ–‡'…‹ƒŽ •—"ƒ…‡ —†'ƒ"† ʹͲͳ͵ ͺǤ͵ͶͲ - - ͻͶͲ
under the Ministry of Social Security ʹͲͳʹ ͹Ǥ͵ͷͲ - - 878
and Labor ʹͲͳͳ ͶǤ͹͸ʹ - - ͳͳ
–ƒ–‡–‡"'"‹•‡Žƒ‹'eda State Seaport ʹͲͳ͵ ʹǤͳͲͲ - - ͸ͷͲ
Authority owned by the State of ʹͲͳʹ ʹǤͲͶ͸ - - ͷͲͶ
Lithuania represented by the Ministry
of transportation
ʹͲͳͳ ʹǤͲͷ͸ - - ͷͳͶ
‹–Š—ƒ‹ƒƒ‹Ž™ƒ›•owned by the ʹͲͳ͵ ͷǤͺʹ͹ - - ͳͻͲ
State of Lithuania represented by the ʹͲͳʹ ͸ǤͲ͸ͳ - - 594
Ministry of transportation ʹͲͳͳ ͺǤ͵ͻ͸ - - ͵͵͸
Ƿ‡•–'Dzǡowned by the State of ʹͲͳ͵ ͵ǤͲͺͷ - - ͷͳ͸
Lithuania represented by the Ministry ʹͲͳʹ ʹǤͶͶͺ - - ͵ͷͲ
'ˆ‡"‰› ʹͲͳͳ ʹǤͶͳͻ - - ʹͻ͸
Other related parties ʹͲͳ͵ - ͵Ͷ - -
ʹͲͳʹ - ͳ͹ ͵ -
ʹͲͳͳ - ʹͺ ͵ -
Transactions with related parties, in ʹͲͳ͵ ͳͲͶǤ͹͵Ͷ ͵Ͷ ͳͶǤ͵͵ʹ ͶǤͲͲ͸
total: ʹͲͳʹ ͳʹͷǤ͵Ͳͷ ͳ͹ ͳͻ ͷǤͳ͹ͺ
ʹͲͳͳ ͳʹͲǤ͸͵͹ ʹͺ ͵ ͸ǤͲʹ͵

Remuneration to the Management and other payments

The flowing positions are considered as tǯmanaging staff : ǡ ǡ ǡǤ

ʹͲͳ͵ ʹͲͳʹ
Labor related ‡š–"ƒ…Šƒ"‰‡• Ͷǡͳ͹͸ ͵ǡͷͳͳ
Number of managing staff ͵ʹ ʹ͹

ʹͲͳ͵ ʹͲͳʹ the Management of the Company did not receive any loans, guarantees, and no other paid or accrued amounts or property was transferred.

͵ͳ Subsequent events

ʹͷ ʹͲͳͶǡ Administrative Court by the adopted decision rejected the complaint of the part of owners of the land plots (hereinafter referred to as the Applicants) through which it is intended to lay liquefied natural gas terminal (hereinafter referred to as the LNGT) connection transmission pipeline route.

Ǥ ͳ-ͳ͵Ͳ ȋ Ȍ ͳ͵
ʹͲͳ͵ ǡ related to its infrastructure and pipeline construction (hereinafter referred to as the Special Plan) inter alia providing an opportunity to lay the mentioned pipeline route through the land plots owned by the Applicants (The Company informed about the comͺʹͲͳ͵ȌǤ involved into the case as the third interested person.

Administrative the Special Plan was adopted in accordance with the requirements of legal acts, therefore it is legal.

ǯʹͺʹͲͳͶͻǤͲͲǤǤǡ shareholders of the Company wa Dz dz ǡÚ Ǥ (hereinafter - ȌǡȋȌ Ǥ ǣ contract.

No more significant events have occurred after the date of financial statements.

Confirmation of responsible persons

ʹʹ Periodic and Additional Information of the Lithuanian Securities Commission, we, ǡ · ǡ æǡ · ·, Interim epartmentǡ -presented unaudited Inte Statemen· ʹͲͳ͵ǡ ǡǡǡcial position and profit or loss ·Ǥ

æ

General Manager

epartment ·

ANNUAL REPORT FOR THE YEAR 2013

Klaipeda 21 March 2014

Foreword of the Head of SC Klaipedos nafta 50
Reporting period 51
details about the company 51
SIGNIFICANT EVENTS OF THE REPORTING PERIOD 53
SIGNIFICANT EVENTS occurred AFTER THE END OF THE REPORTING PERIOD 63
RISK FACTORS
65
ENVIRONMENT PROTECTION 67
FINANCIAL RESULTS OF ACTIVITy 68
ACTIVITY PLANS AND FORECASTS 78
AUTHORIZED CAPITAL OF THE COMPANY 80
MANAGEMENT OF THE COMPANY 83
INFORMATION ABOUT THE EMPLOYEES OF THE COMPANY 87
SOCIAL RESPONSIBILITY OF THE COMPANY 90
REFERENCES AND ADDITIONAL EXPLANATIONS ABOUT FINANCIAL STATEMENTS 90
OTHER INFORMATION 90
CONFIRMATION OF RESPONSIBLE PERSONS 91
8
GOVERNANCE CODE FOR the companies LISTED ON REGULATED MARKET in 2013 92

Abbreviations:

·ǡCompany –· AB; LNGT – Liquefied Natural Gas Terminal; LNG – Liquefied Natural Gas; SFS - «fuel storage; KSSA – ·; NCECP – National Commission for Energy Control and Prices; EIB – European Investment Bank

FOREWORD OF THE HEAD OF SC KLAIPEDOS NAFTA

The year 2013 – was the year of challenges for Klaipedos nafta AB. The Company had not only to overcome the challenges of the market of its major business – transhipment of petroleum ǡ ȋ Ȍ project in a complex environment.

The year 2013 entrenched the apprehensions that the oil market is undergoing a fundamental change both globally as well as in Eastern Europe. This is reflected in our terminal operations as well. In the first quarter of 2013 we enjoyed a 10 per cent increase in transhipment rates and 9 ǡ

circumstances which we could not possibly influence. The Company's major customers are SC Orlen Lietuva and Belarus Mozyr ǡcrude oil ǡǡǡ ǡfta. The transhipment ǡ refinery ǡ ǡǡany's terminal. ǡoil products refinery margins faced a significant Ǥǡ ʹͲͳ͵ǡ Ǥ ǡ ͳͷecline in the transhipment of oil ȋ ǤͻͲ ͷǤͺ Ȍǡ ͵ͷǤͺͳͶȋ ʹͲͳʹͶͳǡͷȌǤ

The Company is entrusted with the implementation of the project of national significance – to build an alternative terminal ǡǤ the LNG terminal project we need to be focused and not engage in politicking. Although a lot of time had to be devoted to dealing with inquiries of various commissions and institutions ʹͲͳ͵ǡ ǡhat the implementation of the project is going smoothly following Lithuanian legislation and its procedures. It must be noted that in November 2013 the Directorate-General for Competition of the European Commission made an assessment and determined that th ǯ ǡ and expected state aid complied with the underlying principles of the EU Treaty. The Commission's investigation has shown that investments in the LNG terminal will help to ensure ǡ Ǥǡ ǡnomically justified and promising. At the same time this ȋ Ȍand the first part of the credit was transferred at the end of 2013.

It is noteworthy that the construction of the LNG vessel-storage already has reached the home-stretch – the vessel's ʹͲͳͶǤ ·Ǥ LNG vessel-storage was given a name "Independence" symbolising the energy independence and security of the State.

ǡ ǯ ǡ ǯ ocesses and equipment to a changing market for ǡǣȋͳȌ ͵ʹǡʹͷ3 ǡs new opportunities to handle additional ǢȋʹȌimportant investment in an environmental project – ǡ ǯǢȋ͵Ȍf one of the railway trestle roads ǡǤ

In ʹͲͳͶǡ of challenges await the Company as well.

In the changed oil products market the Company will strive to maintain the operating profit ratio on a level with that of 2013ǡin order to implement one of the key objectives of the Company's activities – to ensure shareholders' return on invested capital. The LNG terminal construction work is planned to be completed on 3 December 2014. This project has been carried out employing enormous efforts of various institutions and employees of the Company. I believe that our united effort will enable us to achieve the set goals – we will prepare for the launch of the LNG terminal into operation properly and ǡ to get free from the energy ǡs well as we will remain a sustainable petroleum products transhipment terminal.

ȋ Hoegh LNGȌ

SC Klaipedos nafta

GENERAL MANAGER ROKAS MASIULIS

REPORTING PERIOD

ͳ
ʹͲͳ͵ ͵ͳ ʹͲͳ͵Ǥ ǡ ·Ǥ

DETAILS ABOUT THE COMPANY

Name of the Company: · Legal status: Stock Company Authorized share capital: 380.606.184 litas Date and place of registration: ʹͳͻͻͶǡ Company code: 110648893 Address: ÷ǤͳͻǡͻͳͲͲ͵· Register of the Company: State Enterprise Centre of Registers Telephone numbers: +370 46 391772 Fax numbers: +370 46 311399 E-mail address: [email protected] Internet site: www.oil.ltǡwww.sgd.lt

·ǣ

  • ͳȌ ȋȌǢ
  • ʹȌ ȋ ȌǢ
  • ͵Ȍ Activity of the Su«ȋ ȌǤ

ʹͲͳ͵ǡ«Ǥg of the LNGT operation is foreseen after the terminal start-up – in the 4th quarter of 2014.

The mission of the Company is to be a reliable import and export terminal of oil products for Lithuania and neighbor ǡ ǯ ǯnd further markets.

The vision of the Company ǡ and invest in initiatives that will increase economic returns for investors.

·ǣ

  • ǡ
  • ǡ
  • ǡ
  • To improǡ
  • ǡ
  • To assure requirements of environmental protection.

ǣ

  • ʹͲͳʹǡ e Republic of Lithuania assigned the Company to implement a strategic project of construction of the LNGT until the end of 2014 which is significant for the energy sector of Lithuania;
  • ǡif necessary;
  • The Company was granted storage of the obligatory reserve of oil products of the Republic of Lithuania;
  • By reference to the adopted law of 10 October 2002 regarding companies and equipments and other important companies of strategic value for ǡ strategic value for national security.

Information about associated companies

The Company has invested into the following companies as of 31 December 2013:

Name of the
company
Address Part of owned
•Šƒ"‡•ǡΨ
Activity
LITGAS UAB Gedimino pr. 33-ʹǡ-
01104 Vilnius
͵͵ǡ͵͵ Supply of LNG through the LNG terminal being under
'•–"—…–‹' ƒ† –"ƒ†‡ 'ˆ ƒ–—"ƒŽ ‰ƒ• ȋ…'ˆ‹"‡†ƒ• ƒ
ƒ••‹‰‡†
•—''Ž‹‡"'ͳͲ ‡""—ƒ"›ʹͲͳͶȌ
Baltpool UAB Ǥ —'œƒ'ƒ˜‹«‹ƒ—•‰Ǥͻǡ
LT-Ͳͻ͵ͳͳǡ‹Ž‹—•
͵͵ǡ͵͵ ‡˜‡Ž''‡– 'ˆ ƒ…–‹˜‹–› 'ˆ ‡‡"‰› "‡•'—"…‡• ȋ"‹'-ˆ—‡Žǡ
‰ƒ•Ȍ‡š…Šƒ‰‡ǡƒ†‹‹•–"ƒ–‹''ˆˆ—†•Ȍ
Sarmatia Sp. z o.o. —ŽǤ'™'‰"'†œƒ͸ͺǡ
"‹ƒ…'—"–ǡͲʹ-014
ƒ"•œƒ™ƒǡ‡‹Œƒ
1 Analysis and engineering of possibilities to construct oil
pipeline between Asian states and the Baltic sea.

The Oil and oil products terminal

The Company is one of the largest terminals on the Baltic States market of oil and oil products transit. The terminal's core activity is to transship oil products delivered by rail tank-ǡǡǤ ǣǡȋFOȌǡǡǡȋFOȌǤ

The terminal capacity amounts up to 9 million tons of oil products per year. Shipment batches are stored in onshore storage ǡͶͲͷ thousand m3 ȋ
ʹͲͳͶ– almost 450 thousand m3ȌǤ into tǡʹͲǤ

·ȋd Ȍǡ Ǥ is well technologically prepared to transship heavy oil products in cold season. The Company posesses its own boiler station with three boilers with their overall capacity of 100 Ǥ

Also the Company is capable to provide Lithuania with imported oil products that are delivered into the Klaipeda sea port by tankers. In the terminal there is a road tanker loading station intended to transport imported oil products by roads.

·il products terminal:

  • Transshipment of crude oil and oil products from rail tank-cars into tankers
  • Transshipment of crude oil and oil products from tankers into rail tank-cars and road tankers
  • Accumulation of crude oil and oil products
  • Collection of waste water from sea vessels which is contaminated with oil products
  • Mooring of sea vessels
  • Assessment of quality parameters of oil products
  • Adding of chemical additives into oil products
  • Supply of fuel and water to sea vessels

« Facility

ͳͳ
ʹͲͳʹǡ « «÷ ǡ æ Ǥ « ǣ ȋͳȌ ͵͵ͺǡͲͲͲ3 Ǣ ȋʹȌ ʹͲͲ ͳͶ Ǣ ȋ͵Ȍ tank-ǢȋͶȌǢȋͷȌ buildings and equipment.

«ǣ-ȋ Ȍǡervice æǤ

After taking over «ǡ-term oil products storage. The results of activity of t« y for 2012-2013 are presented in the Explanatory note "Information on segments" of the Company's financial statements for 2013.

SIGNIFICANT EVENTS OF THE REPORTING PERIOD

  • 17 January 2013. Nordea Bank Finland Plc. was acknowleged as the winner of the Public Procurement "Procurement of Overdraft Services" by way of negotiated procedures with publication of a tender notice. During the Public Procurement ǡ ent with requirements of procurement. After evaluation of the final offers according to the criterion of the most economically ǡ Ǥ Agreement with this Bank on 6 February 2013.
  • 25 January 2013. An Extraordinary General Meeting of Shareholders of the Company has approved the decision of 21 December 2012 of the Board of the Company to sign the contract with the winner of the Public Procurement "for Natural ǡ ȋȌ dzǡ proposed scope of work – the consortium of Kauno dujotiekio statyba AB e÷AB for the total price of LTL 1͵ǡͻͻͻǡ͵ͻͳǤǤ contract. ·AB shall be paying the indicated fixed sum for the completed works according to the progress performed under the contract. All the works under the Contract shall be finished until 1 October 2014. The contract deadline may only be extended in the extraordinary cases defined in the contract.

  • 28 January 2013. · AB received documents from the · filed by German company PPS Pipeline Systems GmbH to invalidate the decisions of the commission of international procurement of "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the procedure of open negotiations.

  • 8 February 2013. The Company received a notice from the Public Procurement Office regarding evaluation of international procurement of "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure.

ǡinter aliaǡ following decisions adopted by the Public Procurement commission of the Company:

  • The decisions of 3 and 5 December 2012 regarding the amendment of the evaluation criteria of tender offers and respective procedural rules;
  • The decision of 20 December 2012 regarding the opening of the envelopes with the final tender offers of the participants of the Tender;
  • ʹͲ ʹͲͳʹ ǡ ǡcontract and respective announcements to the participants of the Tender in connection therewith.
  • 11 February 2013. An Extraordinary General Meeting of Shareholders of the Company approved the decision of the Board of the Company to enter into the Agreement for Assignment of the Rights of Claim with the winner of the Public Procurement "Procurement of Overdraft Services" by way of negotiated procedures with publication of a tender notice – ǡranch of Nordea Bank Finland Plc.

Shareholders of the Company approved the decision of the Board of the Company to enter into an agreement with the Bank for assignment of the rights of claim to the receivable funds to the Bank which were intended for covering all or part of the ǡ Ǥ assignment of the rights of claim being intended to secure the Overdraft Agreement between the Company and the Bǡ pursuant to which:

  • Amount of the overdraft is LTL 120.000 thousand;

  • Term of the overdraft ͵Ͳ
    ʹͲͳͷǡ extend the agreement for the period of up to 12 months with conditions being not worse than initially agreed;

  • ͵ͲΨǡǤǤǡͳͷǡͲͲͲǤ amount of overdraft the administrative fee shall not be applied;
  • The annual interest rate is fluctuating. Base interest rate ͵ Ǥ ͲǤͻͶΨǡ not be changed during the whole term of validity of the agreement.

ǡeholders of the Company until the deed of completion of construction of the LNGT is provided to the Bank.

The above stated restriction on the payment of dividends shall be applied and any sums under the Overdraft Agreement shall be paid to the Company upon ǡ Lithuania No. 20 "On Dividends for the State-owned Shares of the Companies and Profit Taxes of the State-Owned dzͳͶ
ͳͻͻȋ Ȍǡ ǡ manager of shares of the Company which belong to the State of the Republic of Lithuǡ decisions that the Company would abstain from payment of dividends until obtaining the deed of completion of construction of the LNGT.

  • 11 February 2013. At the Extraordinary General Meeting of Shareholders of the Company:
  • 9 The shareholders of the Company also decided to revoke the Supervisory Council of the Company in corpore and decided to elect three new candidates having received the most votes into the Supervisory Council of the Company for the term of 4 Ǥ ǣ ǡ eǡ··Ǥ
  • 9 Also in order to ensure adequate implementation of requirements of resolution no. 665 adopted by the Government of the Republic of Lithuania on 6 June 2012 "on the description of procedures for assurance of state rights and interests in the state-dzǡ ǡ ǡ ʹͲͳʹ recommendations of the Board to the administration of the Company.
  • 18 February 2013. The Company executing the obligations indicated in the letter dated 8 February 2013 of the Public Procurement Office regarding evaluation of procurement of "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated ǡ invitations to the participants of the procurement to present final offers. The tenders shall be evaluated according to the criterion of the most economically beneficial offer.
  • 1 March 2013. The Company announced AS BMGS as the winner of the international procurement "Engineering and ȋ
    Ȍ ȋȌ Terminal". AS BMGS undertook to carry out all works for the ʹǤͳͻͲȋͻ͵ǤͺͺͲȌ excluding VAT.

In accordance with the bilateral agreement between the Company and KSSA on the improvement and creation of Port Ȁǡȋ ȌǤ ͳͶǤͳͻ ȋ ͶͻǤͲͳͷ ȌT. The Company shall incur the costs for remaining part of works ͳʹǤͻͻͶȋͶͶǤͺȌǤ

  • 8 March 2013. The Company and Lietuvos Dujos AB concluded the Service Agreement on LNGT's Connection to the Operating Natural Gas Transmission System providing the Company shall have a right to connect the LNGT to the natural gas transmission system and shall have a right to use the natural gas transmission system as of 3 December 2014.
  • 8 March 2013. The Company received · dujotiekio statyba AB e÷UAB ȋȌ regarding the international procurement "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure with a publication of notice.
  • ǡinter aliaǡǣ
  • 9 ͺ ʹͲͳ͵ ǡ tender oǡ ǡǡǡ and conclusion of the Procurement contract;
  • 9 ǯͳ͵ ʹͲͳ͵ǡ criterion of the most economically beneficial tender offer has been identified as the criterion of tender offers;
  • 9 To return ǡ ǤǤǡ - to obligate the Company to continue the Procurement according to the Procurement results announced on 20 December 2012.

12 March 2013. The Company ·ͺʹͲͳ͵ according to which the request of claimants Kauno Dujotiekio Statyba AB e÷UAB on imposition of interim measures was satisfied and the international procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure with a publication of notice was suspended until the day when a decision of the court in this case is passed and comes into force.

·ͺʹͲͳ͵ǡ the interim measures were imposed. In case the court of first instance annuls the ruling on imposition of interim measures ǡǤ

  • 15 March 2013. The Company received a notification on 13 March 2013 from the Vilnius Regional Administrative Court regarding filing of a response to the complaint of Kauno dujotiekio statyba AB e÷ UABǡ the applicants ask the court to annul the decision No. 4S-619 of 8 February 2013 of the Public Procurement Office by which the Company was obliged to annul the results of procurement No. 124121 and the decisions regarding acknowledgement the proposal as on top of the group of economic subjects comprised of the applicants. The Company is brought into the proceedings as the party concerned.
  • 18 March 2013. Superstructure with BMGS AB - the winner of the international procurement tender of "Engineering and Construction ȋ
    ȌȋȌ dzǤǡinter alia, include the following:
  • 9 ʹǡͳͻͲ ȋ ͻ͵ǡͺͺʹȌǤ Ǥ the progress.
  • 9 All works under the contract shall be completed until 1 October 2014. The deadline for completion may only be extended in the extraordinary cases defined in the contract.
  • 18 March 2013. The first meeting of the new Supervisory Council of the Company was held. During this meeting the Deputy of the Law Division and Acting Chancellor of the Ministry of Energy and the representative of the Ministry of Energy ǡ – ǡ thʹǤ͵ʹǡ··ǡ Council of the Company.

During its first meeting the Supervisory Council also recalled the Audit Committee of the Company in corpore and for the Ͷ Ǥ æ independent members of the Audit Committee for the new term and Eimantas Kiudulas had also been elected to the Audit Committee for one more term.

  • 20 March 2013. ǡǤǡǡ Board members and the Company that he resigns from office and submitted his resignation papers to the Company.. According to the Article 33.10 of the Laǡ Board will expire on 4 April 2013.
  • 5 April 2013. The Extraordinary General Meeting of Shareholders was held. The Meeting approved the award of the ǡ Ǯǡ infrastructure and suprastructure performed under negotiated procedure – "Procurement of Engineering and Construction ȋ
    Ȍ ȋȌ dz sabiedriba BMGS.

The main terms and conditions of the Contract inter alia are as follows:

  • 9 ʹǡͳͻͲt VAT. This fixed price can increase only in the exclusive cases provided for in the Contract. The Company shall pay the indicated fixed price only for actual works performed under the Contract.
  • 9 All the works under the Contract shall be finished till 1 October 2014. The performance terms may only be extended in the exclusive cases set forth in the Contract.
  • 9 The Management of the Company shall have an additional obligation: in case there is an increase in total Contract price exceeding 10 ǡ or Contract completion deadline ȋͳ ʹͲͳͶȌ is extended for more than 30 ǡ the Company's Board approval must be obtained allowing such an increase in the Contract price and ȋȌ ǡin order to ensure a proper control of the changes in the Contract.

ǡ on 5 April 2013 the Extraordinary General Meeting of Shareholders approved the main terms and conditions of the confidentiality agreement of the Company's Supervisory Board.

  • 16 April 2013. · Ǥ ʹ-925-265/2013 that included the requirements ǡ AB e÷ UABǡǤǤǤ nced about them in a proper manner by notifications of material events of 29 ʹͲͳ͵ ͲͺʹͲͳ͵Ǥǡ· ǡ tyba AB e÷ UAB. Preliminary ·ͲͺʹͲͳ͵ day of court decision.
  • 16 April 2013. Court of Appeal of Lithuania investigated the separate complaints of the Company and the PPS Pipeline ·ͲͺʹͲͳ͵

of the plaintiffs Kauno dujotiekio statyba AB e÷ UAB to apply preliminary injunction and ̶ ǡ ȋȌdzperformed under the negotiated procedure with a publication of notice until the court decision Ǥ ·Ͳͺ 2013 and to not satisfy the motion of the plaintiffs Kauno dujotiekio statyba AB e÷UAB to apply preliminary injunction.

  • 18 April 2013. The German company PPS Pipeline Systems GmbH that was pronounced as a winner of the international procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " carried out by ǣͻͶǡͺͶͲǤ The price offered for the rest consortium of Kauno dujotiekio statyba AB e÷UAB iͳͳ͵ǡͶͺͳ excluding VAT. The Company invited PPS Pipeline Systems GmbH to conclude Agreement on Public Procurement.
  • 22 April 2013. The Company's Board decided to change the decisions of the Company's Board of 21 December 2012 concerning the conclusion of the agreement with Kauno dujotiekio statyba AB e÷ UABǡ winner of the Public Procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ ".

The Board dec ʹͳ ʹͲͳʹ ǡ ǡǡǡ ǡǤǤ ǡ previously adopted could not be implemented.

On 22 April 2013 the Board of the Company inter alia made the following decisions:

9 To amend the decisions made at the Board meeting ʹͳʹͲͳʹǡ ȋȌ installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area ȋ northern ·Ȍ Lithuanian natural gas transmission system ȋJurbarkas – Klaipeda gas transmission pipeline ȋ· – · Ȍ near Klaipeda DSS-ʹǡ next to æ· ǡ Dovilai ǡ Klaipeda district MunicipalityȌǡ adjusting them as follows:

ͳǤͳǤ ǡmost advantageous tender ȋ– the ConȌǡrocurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under negotiated procedure.

1.2. ͻͶǡͺͶͲ ͳͳͶǡͷǤprice can increase only in the exclusive cases provided for in the Contract. The Company shall pay the indicated fixed price only for actual works performed under the Contract.

1.3. All the works shall be finished till 1 August 2014. The performance terms may only be extended in the exclusive cases set forth in the Contract.

24 April 2013. The Government ǡto ensure the opportunity to · Nafta AB to finance the LNGT project from its own and ǡ on 23 ʹͲͳ͵ǡ adopted a resolution to instruct the Ministry of Energy of the Republic of Lithuaniaǡthe Manager of Company's ǡ to ensure that its authorized representative would offer to allocate 1 percent of the Company's distributable profit of 2012 for dividends at the General Meeting of Shareholders and vote for it.

The proposed dividend amount per share was LTL ͲǡͲͲͳͲ͵ ȋor EUR ͲǡͲͲͲ͵ͳʹͲ͵ͲͳȌǤ Accordinglyǡ dividend amount intended to be allocated to the shareholders of the Company would amount to LTL ͶͳͲǡͲͷǤͷ ȋor EUR ͳͳͺǡͲǤͳȌǤ

  • 30 April 2013. The General Meeting of Shareholders of the Company was held during which:
  • 9 the set of the audited financial statements of 2012 was approved;
  • 9 The Company's distributable profit was distribuǡ part of which was allocated for dividends LTL 410 thousand or ͲǡͲͲͳͲ͵ͻ per share;
  • 9 Audit firm KPMG ʹͲͳ͵ǡ and perform the audit report.
  • 2 May 2013. The Company received notifications of Klaipeda District Court regarding
  • 9 the appeal lodged on the Court decision in a civil case No. 2-925-265/2013 ȋ Ȍͳ April 2013 submitted by the claimants Kauno dujotiekio statyba AB and Šiaul÷ UABǡ
  • 9 the appeal lodged on the above Decision submitted by PPS Pipeline Systems GmbH. The Companyǡ the defendant in this caseǡwithin 14 days.
  • 6 May 2013. ǡ ȋȌ company ǡprocurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ dzǤ ǡ construction works for natural gas pipeline system needed for installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area ȋ northern part of K· Ȍ Lithuanian natural gas transmission system ȋJurbarkas – Klaipeda gas transmission pipeline ȋ· – Ȍ near Klaipeda DSS-ʹǡ located at æ· ǡ Dovilai ǡ Klaipeda district MunicipalityȌǤ

The main terms and conditions of the Contract inter alia are as follows:

  • 9 ͻͶǡͺͶͲͳͳͶǡͷ thousand including VAT. On the Contract conclusion day VAT amounted to 21 percent. The fixed contract price can increase only in the exclusive cases provided for in the Contract. The Company shall pay the indicated fixed price only for actual works performed under the Contract;
  • 9 all the works under the Contract shall be finished till 1 August 2014. The work performance terms may only be extended in the exclusive cases set forth in the Contract.
  • 9 the Contract shall enter into force when it is approved by the General Meeting of Shareholders of the Company as set out in Article 16.10 of the Company's Articles of Association. The Company's Board approved the Contract conclusion possibility on 22 April 2013.
  • 20 May 2013. Vilnius Regional Court adopted a decision in a case under ·UAB against the Company for ͳͲͲͲǡ ǡ · UAB and stored by the Companyǡ · UAB and for recognition of the termination of the Services Agreement No. 12-12-2005 dated 22 December 2004 allegedly due to the ǯȋthe Company announced the receipt of the claim and submission of counterclaim on 20 April 2011 and 5 July 2011 respectively in the Company's report on a material Ȍ.

The court inter alia decided:

  • 9 To acknowledge that the Company is not at fault for termination of the Agreement;
  • 9 To adjudge the ͻǡͶͷ thousaǡ the annual interest in the amount of 6 percent on the awarded amount for the period from the court ȋͳͺ ʹͲͳͳȌ until the judgement is fully complied ǡ-duty amounting to LTL 17 thousand and LTL 25 thousand for legal aid services from the Company to the benefit of · UAB;
  • 9 To reject the Company's counter- ·UAB ǡ ǡǤ

The Company's management believes that the ruling of Vilnius Regional Court to reject the counterclaim and to meet a part of the requirements under the claim is unlawful and unfounded asǡ inter aliaǡthe findings of the state ȋthe National Audit Office and the Competition Ȍ on the individual provisions of the contract and possible violation of applicable law ǡwell as the fact that · UAB did not substantiate the amount of the income which allegedly was not received due the termination. The Company terminated the obviously economically disadvantageous contract in order to protect the interests of the shareholders of the Company.

The above ruling of Vilnius Regional Court could be appealed to the Lithuanian Court of Appeal within 30 days after its ǡ and the Company appealed within the set time limit.

24 May 2013. The Extraordinary General Meeting of Shareholders approved the decision of the Board of the Company:

To amend the decisions made at the Board meeting held on 21 December 2012 ǡ ȋ– ȌȋȌ installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area ȋ northern · Ȍ Lithuanian natural gas transmission system ȋJurbarkas – Klaipeda gas transmission pipeline ȋ·– ·Ȍnear Klaipeda DSS-ʹǡ next to æ· ǡ Dovilai ǡ · district MunicipalityȌǡǣ

  • 9 ǡ economically most advantageous tender ȋ – the ConȌǡ winner of the Public Procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under negotiated procedure;
  • 9 The ͻͶǡͺͶͲ ȋ-four million eight hundred forty Ȍ ͳͳͶǡͷ ȋ - Ȍ which amounts to 21 percent on the Contract conclusion day. The fixed price of the Contract can increase only in the exclusive cases provided for in the Contract. The Company shall pay the indicated fixed price only for actual works performed under the Contract;
  • 9 All the works shall be finished till 1 August 2014. The performance terms may only be extended in the exclusive cases set forth in the Contract.
  • 24 May 2013. The Supervisory Board of the Company recalled ,ǡ was a Board Member since 24 October ʹͲͳͳǡ Company's Board Membersǡand elected Valdas Lastauskas a new Board Member. Valdas ǡ the newly appointed ǡ has been taking a position of the Chancellor of the Ministry of Energy of the Republic of Lithuania since 3 April 2013.
  • 27 May 32013. ǡo.I-2655-365/2013 under the claim of Kauno dujotiekio statyba AB e÷ UAB ȋ Ȍ where the Claimants sought the annulment of the Decision No.4S-619 dated 8 February 2013 adopted by the Public Procurement Office following which the Company was obliged to cancel the results of Procurement No.124121 and decisions on recognition of the tender of a group of business entities comprised of Kauno dujotiekio statyba AB e÷

dujotiekio statyba UAB ǡ ͳͷ ʹͲͳ͵ respectiǡǯǤ

ȋȌ to the Supreme Administrative Court of Lithuania through Vilnius Regional Administrative Court.

  • 31 May 2013. The Board of the Company made a decision to conclude a credit agreement with EIB in accordance with the ǡǣ
  • 9 maximum amount of the credit cannot exceed EUͺǤͲͲͲȋ͵ͲͲǡͲͲͲȌǢ
  • 9 credit period cannot exceed ʹͲȋȌ;
  • 9 interest ǡ at the rate to be set in EIB repayment proposal;
  • 9 the precondition on which EIB is to grant the credit to the Company an obligation to submit a State Guarantee securing Company's financial liabilities under the credit agreement.
  • 4 June 2013. The EIB Board of Governors decided to grant the Company a credit of up to EUR ͺǡͲͲͲ thousand ȋ ͵ͲͲǡͲͲͲ Ȍ for the implementation of the LNGT project. Credit term is up to 20 years. The financing of the project provided by EIB would make up to 50Ψexpected project investment. The default precondition for the EIB to grant the credit to the Company is the duty to provide the State Guarantee to secure the Company's financial obligations under the credit agreement.
  • 13 June 2013. The Special ǡ related infrastructure and gas pipeline construction was approved by Order No.1-130 of the Minister of Energy of the Republic of Lithuania. The approval of the Special Plan enabled the Company to launch the design and construction work of LNGT ȋincluding the jettyǡǡpipeline and gas metering stationȌ.
  • 14 June 2013. The State Loan Commission decided to approve the issuance of the State Guarantee to the EIB in order to secure the Company's financial obligations under the credit agreement ȋup to EUR ͺǡͲͲͲ thousand ȋ ͵ͲͲǡͲͲͲ ȌȌfor the implementation of the LNGT project. The proposed amount of the State Guarantee was ʹͺͲǡͲͲͲ thousand ȋ ͺͳǡͲͻͶ ȌǤ The Commission also decided to propose the introduction of a duty to the Company to mortgage the future real estate and items inextricably related to it ȋǤǤ the LNGT connections and their technological appurtenancesȌǡthe value of which would be not less than 100 percent of the amount of credit under the credit agreement with the EIB. This mortgage is to ensure the interests of the State under the State Guarantee issued to the EIB. Issuance of the State Guarantee is one of the preconditions for the EIB to pay the first part of the credit to the Company under the credit agreement.
  • 19 June 2013. The Company appealed against the Decision of Vilnius Regional Court dated 20 May 2013 in a case under

the claim fr · UAB against the Company for the compensation of allegedly incurred losses in ͳͲͲͲǡ ǡ · UAB and stored by thǡ · UAB and for recognition of the termination of the Services Agreement No. 12-12-2005 dated 22 December2004 allegedly due to the Company's fault.

ǡ the Company inter alia requested the following:

9 to revoke the sections of the Decision of Vilnius Regional Court dated 20 May 2013 for recognition that the Agreement was terminated by the Company's fault; for ͻǡͶͷ ǡ the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until

the judgement is fully complied with and the award of litigation costs from the Company to the benefit of Naftos Grup· UAB; for the rejection of Company's counterclaim to Naftos Grup· UABǡand to pass a new judgement regarding these sections: to reject the requirements of the claim for recognition that the Agreement was terminated by the Company's fault; for ͻǡͶͷ ǡ the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until the judgement is fully complied with and the award of litigation costs from the Company to the benefit of Naftos Grup· UABǡand to meet the Company's counterclaim fully;

9 To uphold the other sections of the Decision of Vilnius Regional Court dated 20 May 2013.

It should be noted that upon the ǡ the Decision of Vilnius Regional Court dated 20 May 2013 shall not take effect: it would take effect and could cause the real after-effects for the Company only if it was not withdrawn after examination of the case following appeals procedure.

20 June 2013. The Government of the Republic of Lithuania decided to accept the draft resolution "Regarding granting of the State Guarantee to the European Investment Bank" of Seimas of the Republic of Lithuania and submit it to Seimas of the Republic of Lithuania. According to the ǡ a State Guarantee was to be issued for EUͺͳǡͲͻͶ thousand ȋ ʹͺͲǡͲͲͲ Ȍ to secure the credit to be granted to the Company by EIBǡas the Company was seeking to borrow the mentioned amount from EIB in 2013. On 4 June 2013 EIB confirmed that it would grant a credit of up to ͺǡͲͲͲ thousand ȋ͵ͲͲǡͲͲͲ Ȍ to the Company.

27 June 2013. Seimas of the Republic of Lithuania accepted the ͷǡͳͲͳͳ Natural Gas Terminal of the Republic of Lithuania.

Regulation for trade of natural gas imported through LNGT has been changed by the law inter alia:

  • 9 the requirement for the natural gas companies that import natural gas in the Republic of Lithuania by connection and other natural gas pipelines of transmission system to purchase through LNGT not less than 25 percent of general natural gas quantity which that company gives to the natural gas system per year has been revoked;
  • 9 it has been determined that natural gas imported through LNGT on a priority basis should be supplied for the state ȋȌ Ǥ by the Government to ensure LNGT necessary activity has been annually distributed according to the needs for the producers carrying out the state regulated production activity according to the agreements with the appointed ͷǡǡǤ
  • 9 Government has competence to determine application period for the mentioned obligation. The period cannot be ͳͲ ǡǡ ǡ ǡ ̵ been ensured.

The law also specifies LNG terminal project funding provisions that come into effect since 01 January 2014. The provisions determine that the additional component of the natural gas transmission price for the safety of the natural gas supply ǡ ǡ ǡ connection that cannot be funded from other Company's available resources.

  • 01 July 2013. The Company received from the Court of Appeal of Lithuania ruling by which the appeals of Kauno dujotiekio statyba ABǡe÷UAB and PPS Pipeline Systems GmbH · Regional Court of 16 April 2013 were revoked. ǡ Company did not violated requirements of the legal acts by acknowledging German company PPS Pipeline Systems GmbH as a winner of the published international procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under negotiated procedure.
  • 2 July 2013. Seimas of the Republic of Lithuania decided:

To provide a State Guarantee to the European Investment ȋhereinafter – Ȍ regarding the credit of EUR ͺͳǡͲͻͶ thousand for the period of up to 20 years with an interest rate set by EIB granted to the Company to finance the investment project Dz dzǡ undertakes guarantee obligation for the credit of ͺͳǡͲͻͶ thousand and payment of interest.

  • 2 July 2013. The decision to conclude a credit agreement with EIB in accordance with the common practise applicable by EIB was approved at the Extraordinary General Meeting of Shareholders. The common practise provides for the following:
  • 9 ͺǤͲͲͲȋ͵ͲͲǡͲͲͲ thousandȌǢ
  • 9 credit period cannot exceed ʹͲȋȌ;
  • 9 interest ǡ at the rate to be set in EIB repayment proposal;
  • 9 ȋ ǯ ʹ
    ʹͲͳ͵ȌǤ
  • 2 July 2013. The Extraordinary General Meeting of Shareholders also:
  • 9 Authorised the General Manager of the Company to decide on the credit conditions which will be provided for in EIB repayment ǡ:
  • 9 to decide whether the interest should be variable or fixed;
  • 9 to decide on the amount of the credit part to be paid.
  • 9 Authorised the General Manager of the Company to sign the Credit Agreement with EIB on the essential terms and ǡ d by the General Meeting of Shareholders following the provisions of item 16.10 of the Company's Articles of Association.
  • On 9 July 2013 the Company concluded a credit agreement with the EIB for a credit of up to EUR ͺǡͲͲͲ thousand for LNGT project implementation. ǡ EIB will finance up to ͷͲΨ implementation of the project. The credit period under the agreement is up to 20 yearsǡ– ǡ the rate of which will be set in EIB repayment proposals. The agreement also determines that the minimum credit payment portion is EUR ͳͷǡͲͲͲǡ the whole amount of the credit has to be paid to the Company in no more than 6 payments. ͳͲͲΨ Company's financial obligations under the agreement will be secured by the guarantee of the State. Other material terms and conditions of the agreement as well as the obligations undertaken by the Company under the agreement are published in Company's notification about the material event.
  • 5 August 2013. The Company received the ruling of the Lithuanian ǡ by which an appeal in cassation submitted by Kauno dujotiekio statyba AB regarding the ruling of the Court of Appeal of Lithuania dated 28 June 2013 was rejected. The above mentioned ruling of the Lithuanian Supreme Court is final and not subject to appeal. This ruling brings to an end the dispute relating to the Company's international tender "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure. ǡ the Company did not violate the statutory requirements by awarding the contract to the German company PPS Pipeline Systems GmbH.

  • 8 August 2013. ȋ as the Ȍ pipeline route according to the currently prepared construction and technical designs submitted a complaint. By this complaint the Applicants ask to revoke the order No. 1-ͳ͵ͲȋȌ Republic of Lithuania of 13 June 2013 approving the special plan of LNG terminalǡ related to its infrastructure and pipeline construction inter alia providing an opportunity to lay the mentioned pipeline route through the land plots owned by the Applicants. The Company has been involved into the case as the third interested person.

  • 29 August 2013. The Company and Amber Grid AB ȋ Amber Ȍ agreement on LNGT funds payment.

Amber Grid carrying out the operator activities of the natural gas transmission system of the Republic of Lithuania acts according to the procedure and conditions prescribed by the legal acts as an administrator of funds ȋ Ȍ ǡ Ǥǡ of the company of LNGT project implementation acts according to the procedure and conditions prescribed by the legal acts as funds receiver with the right to receive LNGT funds collected and administered by the administrator of LNGT funds and use

it according to the procedure prescribed by the legal acts. The Company and Amber Grid by the agreement mentioned above determined and worked out in detail the procedure and conditions of LNGT funds collected by Amber Grid payment Ǥ ǡ ͳȀͳʹ unds approved by the National Commission for Energy Control and Prices for the reporting year every month in order to compensate exploitation ǡǤ

Following the ruling No. 03-317 of the NationaͳͻʹͲͳʹǡʹͲͳ͵ ͳͳ͵ǡͻͺ ǡ or its part.

Following Article 1 of the Amendment Act of ArtiͷǡͳͲͳͳ ǡͲͳ
ʹͲͳͶ ǡ connection expenditure that cannot be funded from other Co̵ ǡ ǡ terminal operations.

2 September 2013. The Company entered into Insurance Agreement with PZU LIETUVA UAB DK for insurance of the Company's risk related to construction works of the LNGT infrastructure ȋ gas pipeline and jettyȌǤ

The main terms and conditions of the Agreement are as follows:

  • Insured Items jetty infrastructure and ǡ ȋȌ concluded by the Company and BMGS AS ͳͺʹͲͳ͵ȋ referred to as the Jetty EPC ContractȌǡ the eǡ ment and the pipeline and gas metering station detailed in the ǡ ȋȌ ʹͲͳ͵ ȋerred the Pipeline EPC ȌǢ
  • Insured orks constructionǡ ǡ testing works designated to create the Insured Items, performed in accordance with the Jetty and Pipeline EPC Contracts;
  • Insured Business natural gas and/or LNG related business;
  • 10 September 2013. The Company and LITGAS UAB signed the LNG purchase transmission and reception agreement. By ̵ǡ gas supply activity to LITGAS from the date of signing the agreement. ǡ ȋ Ȍwill continue the activity of LNG purchase and its goal is to sign the LNG supply contract. 16 companies expressed their wish to participate in LNG procurement that was announced by the Company in October 2012.
  • 12 September 2013. National Commission for Energy Control and Prices approved the State regulated pricing method ȋȌǤ

ͷȋͲͳ
ʹͲͳͶȌͳͳ ǡ inter alia establishes natural gas liquefaction business unit service pricing that determines upper limit calculation of the additional component of the natural gas transmission price for the ȋȌation of natural gas liquefaction price.

Need for funds for LNGT installation is determined taking into account necessary financial resources for LNGT project implementation investment and assessing the submitted documents proving that the Company implementing LNGT project is unable to use other possible project funding sources or other means that can ensure project funding. The Safety ǡ conn ǡ connection necessary to ensure LNG terminal operations.

The Method establishes calculation procedure of the upper limit of the natural gas ȋ ȌǤ

The Method provides the opportunity to correct the Safety component and Liquefaction price annually according to corresponding estimated coefficient

19 September 2013. The Company registered the notification in the Register of Legal Entities of the Republic of Lithuania that confirms the Company's decision to increase the authorized capital of the LITGAS UAB subsidiary.

LITGAS UAB authorized capital has been increased by the decision of the Company as the only shareholder of LITGAS UAB ʹǡ ͳ ͵ ʹ UAB and giving Lietuvos energija UAB ȋǡ͵ͲͳͺͶͶͲͶͶǡ~÷ǤͳͶǡȌ ǤǡͳȀ͵ǡ UAB owns 2/3 of the shares and votes in the General Meeting of Shareholders of LITGAS UAB.

Control of LITGAS has been transferred to Lietuvos energija UAB in order to fulfil the requirements of the European Union Third Energy Package concerning the Law on the Natural Gas and Electricity Markets of the European Union and the Law on Electricity of the Republic of Lithuania to separate energy supply and production activities from transmission activity following the ruling No. 730 of the Government of the Republic of Lithuania of 21 August 2013.

08 October 2013. Lietuvos energija UAB following the Subscription Agreement concluded between the Company's subsidiary LITGAS UAB and Lietuvos energija UAB fully paid for all new issued ordinary registered shares of LITGAS UAB ȋʹȌǤ

ǡ ͳȀ͵ǡ UAB owns 2/3 of the shares and votes in the General Meeting of Shareholders of LITGAS UAB. The amended Articles of Association of LITGAS UAB was registered in the Register of Legal Entities on 15 October 2013.

11 October 2013. ǡ ȋ NCECPȌy of the natural gas supply ȋȌ͵ͻǤ͵Ȁm3. The Safety component determined by the NCECP is going to come into effect from 03 December 2014 and be valid to 31 December 2014 and it is going to be applied subject to LNGT is Ͳ͵ʹͲͳͶǡ until that date.

The Safety component has been calculated following the provisions of Article 1 of the Amendment Act of ArticͷǡͳͲ 11 of the LNGT of the Republic of Lithuania and assessing the funds that are necessary according to the data submitted by ǡ ǡ Ǥ

ǡ ǡ ǡ operator the Safety component according to the procedure determined by the NCECP. The determined Safety component includes administrative costs in the amount of LTL

326.7 thousand approved by the Commission for 2014.

30 October 2013. The Company and Orlen Lietuva AB signed a letter of intent on product pipeline ā · Company.

Memorandum empowered both companies to start official mutual negotiation concerning the product pipeli ǡ ǡ ǡ ǡ economic conditions.

11 November 2013. ǡ implementing the preconditions following which the Ministry of Finance of the Republic of Lithuania has ȋ ͺͳǡͲͻͶȌ the Company's obligations under the credit

ȋȌ ͻ
ʹͲͳ͵ǡnter alia the following decisions:

  • 9 To conclude an agreement on the margin payment and mortgage of the property with the Ministry of Finance of the ǡͺͳ.
  • 9 To mortgage for the benefit of the Mini ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT ǡinary Mortgage Agreement with the Ministry of Finance.
  • 9 To establish that the Company may conclude the documents specified in the above mentioned decisions and perform other required actions and pay the margin only after receiving the European Commission's approval that the guarantee provided by the State to the EIB shall be not considered a state aid as provided for in the agreement on European Union ǡ shall be regarded a state aid compatible with the internal market under the agreement.

  • 9 To establish that the above decisions of the Board shall enter into force only after approval of the General Meeting of Shareholders of the Companyǡas provided for in item 16.10 of the Articles of Association of the Company.

  • 13 November 2013. The Government of the Republic of Lithuania adopted resolution "On supplementing Resolution No. 199 of the Government of the Republic of Lithuania "On implementation of the Law on the Liquefied Natural Gas Terminal dzǡͳͷ ʹͲͳʹdzȋ Ȍǡ ǡ operator of the LNGT until the natural gas liquefying license is issued to company under the procedure set by legal acts.

ǡ to address the National Control Commission for Prices and Energy for setting upper limits of prices of services listed in the ǡ ǡ LNGT and to prepare and coordinate agreements for use of the LNGT. Such agreements shall come into force and be implemented by the LNGT operator once the natural gas liquefying license is issued under the procedure set by legal acts.

20 November 2013. The European Commission announced its finding that the State aid for the LNGT project implemented by the Company is a state aid compatible with the internal market. The current value of the State aid measures for the LNGT ȋ Guarantee and the LNGT Ȍ ͶͶͺ ȋͳǤͷȌǤ

The European Commission has concluded that the investment into the LNGT contributes to the security of gas supply and Ǥǡ ties on non-ǡǤ

The European Commission has also found that compensation for LNGT maintenance costs is in line with the EU Framework on services of general economic interest.

This approval of the European Commission is one of the main conditions provided for in Resolution No.XII-479 of the Seimas of the Republic of Lithuania "Regarding giving State G dzǡ ʹ ʹͲͳ͵ǡ ȋȌ sign a State Guarantee AͺͳǡͲͻͶȋʹͺͲǡͲͲͲȌ ͺȋ͵ͲͲǡͲͲͲȌ ǡ to 50 percent of the implementation of the LNGT project.

22 November 2013. The Company announced Nordea Bank Finland ǡ ǡ as the winner of the simplified Public Procurement "Purchase of Financial Services ȋ Ȍdzperformed under negotiated procedure. The bank guarantee is intended for securing of the performance of contractual obligations under the LNG Floating Storage and Regasification Unit Lease Contract concluded between the Company and Höegh LNG Ltd. on 2 March 2012.

The main terms and conditions for issuance of the bank guarantee inter alia are as follows:

  • 9 amount of the guarantee ͷͲǡͲͲͲǢ
  • 9 validity term of the guarantee from 15-01-2014 up to 31-12-2014;
  • 9 price of the services ͲǤʹͷͷΨȋͳʹͺȌǤ

No additional obligations or operating limitations will be set to the Company under the bank guarantee agreement as compared with the credit agreement signed between the Company and the European Investment Bank on 9 July 2013.

4 December 2013. Extraordinary General Meeting of Shareholders of the Company accepted the decision of the Company's Board:

  1. To conclude an agreement with the Ministry of Finance of the Republic of Lithuania on the margin payment and ǡ ȋ Agreement on Margin PaymentȌǤState Guarantee Aȋ ȌͺͳǡͲͻͶthat will be concluded between the Ministry of Finance of the Republic of Lithuania and EIB which will serve as guarantee for the obligations of the Company to EIB under the Credit Facility Agreement FI No. LTL 82.631 Serapis No. 2012-0490 on the co-financing of the LNGT project ͻ
    ʹͲͳ͵ǡ Payment and undertake and fulfil all obligations Ǥ ǡǡ that will be necessary or preferred in order to receive the State Guarantee mentioned ȋȌ ǡͺͳǡͲͻͶ as it has been provided by the Agreement on Margin Payment.

  2. Ensuring the proper and timely execution of the future obligation of the Company to pay the Ministry of Finance of the Republic of Lithuania the sums provided in the future debt agreement that will be equal to the sums paid by the Ministry of Finance of the Republic of Lithuania according to the State G ǡ ȋȌǣ

  3. 9 ͵ǤʹͲ · ǡ ǡ æ· ǡ Ǥ ͶͶͲͲ-2382-ʹͺʹͲǡǤͶͶȀͳͷʹͶͶʹͶǢ

  4. 9 · AB ǡǤǤǣ
  5. 9 ȋȀhe high pressure gas platform; pumping stations and electrical board room on the berth of services ǢǡǤǤǢ ̵ ȋ ȌǢ Ǣ ǡ ǢȌ

and

9 - ǡ ȋ Ȍ Ȁ Ȁ ȋȀȌ ǡ ȋȀȌ ȋ Ȍ mȀ ȋ Ȍ ǡ ǡȋ ǡǡǡȌǢ 2 high pressure natural gas off- ǡ ctors and hydraulic power units necessary for compressed natural gas transportation; access stair system; 2 marine jib cranes and telpher in pumping station building; fire ȋ ȌǢ ȋed from inter alia ǡ ȌǢ ȋ ȌǢǢǢ Ǣ Ǣ ȋcluding the constituent parts of GMS equipment automatic control Ȍǡ ȋ ǡ ǡ ǡȌǡǤ

The Company can conclude Mortgage contract mentioned in tʹ ǡ ǡ ͳ confirmation that the State Guarantee provided to the European Investment Bank is not considered as a state aid provided in the Treaty of the Functioning of the European Union or is considered as a state aid agreed with the internal market according to this TrǤͳʹǡ ǡ decision will not be required for the issues named in this decision.

5 December 2013. The Company and the Ministry of Finance of the Republic of Lithuania concluded an Agreement on the Margin Payment and Mortgage of Property as well as a Maximum Conditional and Ordinary Mortgage Agreement

ǡ ͺͳ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation ȋͺͳȌǤ

11 December 2013. The Government of the Republic of Lithuania adopted resolution "On amending Resolution No. 1354 of the Government of the Republic of Lithuania "On approval of the Description of the Natural Gas Supply Diversification dzǡ ʹͲͳʹdz – the Description of the Natural Gas Supply ȋreferred to as ȌǡǤ been prepared implementing provisions of Article 11 of the Law of the Republic of Lithuania on the LNGT amended by the ͷǡͳͲͳͳ ǡǤ

ǡ process of regasification technology in the LNGT at the minimal uninterrupted regime – 540 million cubic metres of gas per year for the regulated period of 5 years after the beginning of the first period of using the distributed LNGT capacities published by the LNGT operator

ǡ ǡ supply diversification requirements for the energy companies using gas as well as the procedure of informing about the failure to fulfil diversification requirements.

On 13 December 2013 the Ministry of Finance of the Republic of Lithuania signed with EIB a State Guarantee Agreement ͺͳ ȋ ʹͺͲ Ȍ Ǥ Guarantee Agreement is to secure the Company's contractual obligations to EIB under the credit contract for up to 20 years on partial funding of the LNGT project dated 9 July 2013. The Company will be able to borrow a total of EUR 87 million ȋ͵ͲͲȌState Guarantee ǤǡͷͲΨ investments related to LNGT project implementation will be financed by EIB under the contract.

The State Guarantee was granted upon fulfilment of all terms and conditions specified in Resolution No. XII-479 on the ʹ
ʹͲͳ͵ǡǤǤǡ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT Ǣͺͳǡ State Guarantee is a state aid compatible with the internal market.

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE REPORTING PERIOD

25 February 2014. Vilnius Regional Administrative Court by the adopted decision declined the appeal from the owners of ǡǤ The owners asked Vilnius Regional Administrative Court to cancel the Decree Nr. 1-130 of the Minister of Energy of Lithuanian Republic dated 13 June 2013 that confirmed the LNG terminal Special plan of connected infrastructure and ǡinter alia, providing a possibility to construct the indicated gas pipeline route via the plots of land of the abovementioned owners.

ǡǡ confirmed according to requiǡǤ

ǡ about the time and venue of the General Meeting of Shareholders are published on the website of the Company www.oil.ltǡ www.sgd.lt and in AB NASDAQ OMX AB Vilnius Stock Exchange.

During the year 2013 the Company made 109 official announcements about the significant events and other required information at the NASDAQ OMX Vilnius stock exchange.

RISK FACTORS

Risk factors of the Oil products terminal

Competitive environment risk factors

· ǡ ǣ ÷ ȋȌǡ Ventspils Nafta Terminals ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡǡǡ ȋȌǡ ȋȌ built terminal Ust-ȋȌǤThe most significant factors influencing the competitiveness of the Company on the market ǣ ȋ ǡ ǡǡǡǤȌ ȋǡǡǤȌǡǤ

The Russian Government strives to export all oil products produced in Russian oil refineries through RussiǢǡ ǡhus aiming to increase the competitiveness of the national ports in the Baltic Sea region.

It is reasonable to expect that the Company will maintain oil product flow from Russian and Belorussian companies because of ǡ ǡ ǡ -term agreements with cargo ǡ-free port.

Commercial risk factors

The main client of the Company is ORLEN Lietuva ABǤ ͲΨǯ transhipment volume. The Company has signed a long-term transhipment agreement with ORLEN Lietuva AB which is valid until 2024 and guarantees stable flows of oil products from ORLEN Lietuva AB.

ͶͲΨ of the Company. Since Belarus has no direct ǡ Ǥǡd institutions is highly important in order to d·Ǥ

ǯȋ limited ǡǡǤȌeries may decide to export oil products using ports of other countries ȋǡ ȌǤ ǡǡbe able to maintain the same volume of transhipment of oil products as in previous years.

Capacity utilization as well as earnings and profitability of the Company greatly depend on the situation on the oil market. In case of low oil refining margins oil ǡǤǤǡ ǯ ȋ ȌǤ ǡ profitable oil refining and the relativel ǡ flows is becoming more intense and it affects transhipment volume of the Company and the size of applied tariffs. If the oil ǡses are observed.

ͳ͵ǤͳǤʹ·Ǥ terminals of Ventspils and Tallinn the allowed depth exceeds 14 meters which enables a full load of Aframax tyȋ ͳͲͲǡͲͲͲ ȌǤ·ǡ ͳ͵ǡͲ meters can load such type of tankers only up to 82-ͺǤǡ·ng ports as this translates into higher marine logistics costs for oil products shipped by Aframax type tankers.

ǣȋͳȌ conclude long-term transhipment contracts under "take-or-dz ǡ Ǣ ȋʹȌ ·s and development.

Technological factors

Technological characteristics of the oil terminal are of major importance for quick and effective satisfaction of potential customers' needs and at the same time for generation of additional revenue.

The Company's investment plans regarding expansion of the oil product storage-tank park by 10 percent will make possible to ǡtment of oil products Ǥǡ͵ͷǤǡ up to 9 million tons of exported and imported oil products and crude oil per year. Total capacity of all storage tanks amounts to 450 thousand m3ǤǡǤǤǡ others. This allows preserving the initial quantity and quality of the delivered oil products. Modern laboratory of the oil terminal controls the quality parameters.

ǯ ǣ Dzdzǡ DzdzǡDz dzǡDzdzǡDz dzǡDzdzǡDz dzǤ

The Company seeks to eliminate tǡ technological equipment. Also there are installed automatic "AJAX-HEKATRON" fire detection and extinguishing systemsǡ computerized control system of the transhipment process.

The LNGT project risk factors

Legal/ regulative risk

The Law of the Liquefied Natural Gas terminal approved on 27 June 2013 by the Parliament of Lithuanian Republic establishes development of the LNG ǡ ǡǡ Ǥ Until the start of LNGT exploitation date it i ǡ ǡǤd laws regulating the construǡ ǡ financial and/or legal liabilities that already has been made.

In order to manage arising risks and create fully functioning the LNGT operator organization till ǡ ǡǡ ǡ-ǡ Ǥ

One of the main documents regarding regulatory environment is the LNGT use Regulations. ǡ ǡǤ external consultants are hired; the best practice examples are used.

The Company do its best answering the queries and concerns of various institutions and other persons. The goal is to make project implementation as transparent as possible and all the related institutions and society would realise the benefit and importance of the LNGT.

In 2013 t ǡ ǡ ǡ technological choice are proper and comply with the basic principles of the European Union.

Project finish on time risk and exploitation start risk

The commissioning of the LNGT ͵ʹͲͳͶǡ : construction and delivery of the ship-ȋȌǡȋȌ ȋȌǤThese separate constructions are implemented by the separate companies; therefore cǡ management and supervision of all these three main stages are of prime importance for the successful accomplishment of the project. Delay of even one of the stages can have negative consequences for the whole project implementation. In order to ǡǡ ȋȌǤe contractors. All the risks associated with these activities not completed on time and the increase in the price of work is transferred to the contractor.

There are not many examples in the world practice when the LNG terminal is constructed in the similar climate state as Ǥ ǡ ǡ Ǥ ǡ ǡ es on outside consultants and co-operates with the Constructor of the ship-ȋȌǡ ǡǡ -storage.

Third parties risk

ǯǡ ȋǡǡ ABǡ ǡ state ǡǤȌǤ ǡ ȋǤǤ Agreemen Ȍǡ implementation and informs the LNGT supervisory committee under the direction of Prime Minister of the Republic of ǡely in operation of the working groups.

ENVIRONMENT PROTECTION

ǡ ǡd comply with their usage requirements. In the objects ǡ ǡ ȋ Ȍ issued by the regional departments of environment protection and according to the most accessible methods of production. ǡǡies that would enable to handle appropriately any hazardous materials. The Company is responsible for the management and elimination of any environmental pollution and for the maintenance of adequate equipment condition.

In order to reduce the environmenta ǡ ǡ-ǡǡ accordance with the EU standards. The management of ǡ ǡ ǡ ǡ ǡǤsh Petroleum and SHELL which carried out the danger and risk analysis and evaluation of the Company gave positive conclusions on the safety of the Company's terminal.

ǡ ǡunder the direction of officers of the Fire and Rescue Department under the Ministry of Interior of the Republic of Lithuania.

ʹͲͳ͵ ǡ recuperation ǡ 5.000 m3 each with newly built storage tanks of 32.25 thousand m3 ǡ Ǥ ǡ ǡre applied.

ʹͲͳ͵ǡ Ǥ performs constant environmental monitoring of:

  • ȋǡ ǡȌǢ
  • ȋ than allowed in the Integrated PermiȌǢ

ȋ values were not exceeded outside the boundaries of the sanitary zone of the Company. 185 tons of volatile organic ȋȌȋʹͲͳʹ– ʹ͵ȌǢ

ȋ ȌǤ

During 2013 the Company utͳͲǡͺͷͲȋʹͲͳʹ– ͷǡͷͷȌǡ ʹͻʹȋʹͲͳʹ– ͳͻͳȌͺͺȋʹͲͳʹ– ʹǡͲͳ͵Ȍ ȋǡǡ ȌǤ

ǡ ȋȌ ʹͲͳ͵ǡ electronic way.

In 2013 the expenses for environment protection amounts ͵ǡͳʹȋʹͲͳʹ– ͵ǡͲͷ͵ȌǤ ͺͷ ȋʹͲͳʹ– ͳʹͲ Ȍ ȋ ǤȌʹͶȋʹͲͳʹ– ͳͻȌǤ

FINANCIAL RESULTS OF ACTIVITY

The year of 2013 was a challenging period. The Company had to overcome the challenges not only related with its main activity – ǡbut also ensuring smooth development of the LNGT project.

ʹͲͳ͵ͷǡͺͶͳͷΨͳǡͲͶͳ ʹͲͳʹȋǡͻͲͷȌǤ͵ΨȋͳΨʹͲͳʹȌume consist ȋ– HFOȌǤatmosphere temperature; therefore it is necessary to raise the product temperature till its fluidity temperature. The following products are attributed to HFO: various types of fuel ȋȌ oil ǡǡǡcrude Ǥȋ– LFOȌ– are oil ǡ temperatures. The following oil ǣǡǡǡǤ

The largest clients of the Company are Orlen Lietuva AB and Belarusian Mozyr oil refinery.

Orlen Lietuva AB comparing to 2012 ͳͲΨ or 430 thousand tons less in 2013 through the KN terminal. Orlen Lietuva AB reduced export through the Company's oil terminal due toǣȌ ǡ ǡ export of gasoline and dieseline were directed to Ukraine ȋ ȌǡʹȌdue to ǡ Orlen Lietuva AB reduced its production volumes.

Oil products transit from Belorussia and Russia oil refineries decreased by ʹͶΨ comparing to 2012 year ȋ ͳǡͻͻͺ ʹͲͳ͵ ʹǡͳͶ ʹͲͳʹȌ. Russian oil products transshipment ǡ ǡ ting especially effectively through the Ust- ȋȌǡ ʹͷ-30 m tons per year. After ǡreduced ǡ therefore transshipment of fuel oil through the Company's terminal also significantly decreased.

Nevertheless decreasing of transhipment the Company succeeded in ensuring stable revenue by signing a contract with the Swiss company ȋʹͲͳʹʹͲͳ͵ȌȋȌǤ This enterprise obliged to deliver for transhipment more than 2 million tons of oil products to the Company per year and to compensate losses of the Company in case of non-delivery of the necessary volume of cargo. In case of unstable oil products ǡDz-or-dzǡ is not performed or storage tanks are not loaded with oil products. By applying this principle the Company seeks to negotiate ǡs ǡid by the client.

ʹͲͳ͵ǮͳʹǡͺͲǡʹͲͳʹȋͳ͵ͺǡͺͺͳȌby ͳʹǡͲʹͳȋͺǤͷΨȌǣ

9 ǡʹͺʹ Ψ oil products transhipment revenue ȋ the Company tran ͳͷΨ ͳǡͲͶͳ thousand of oil products less ʹͲͳʹȌ. Oil products transhipment services comprise ͻͲΨ overall sale revenue.

9 Other revenue related to transhipment decreased by Ͷǡ͵ͻǤase is a result of not executed sale of HFO collected in water treatment facilities ȋʹͲͳ͵– ǡʹͲͳʹ– ͵ǡʹ͵͵ ; as of 31 December 2013 there is approx. ͵ǡͷ00 tons of collected HFOȌǤRemaining revenue related to transhipment consists of mooring ǡǡǡǡǤ

Net proʹͲͳ͵͵ͷǡͶͻ ǡͳͶΨͷǡ788 ʹͲͳʹȋͶͳǡͶ37 ȌǤ

Decreasing of net profit in 2013 was influenced by the main factors:

  • ͳͳǡͶͺͶ thousand less in oil transhipment and storage revenue ȋǤ Ȍ;
  • Ͷǡͷʹthousand less in other revenue related to transhipment compared to 2012;
  • ͳǡͻͳͻthousand less in financial activity profit compared to 2012;
  • LTL ͳǡͺʹ thousand more administrative costs compared to 2012;
  • Other factors LTL 148 thousand.

Increasing of net profit in 2013 was influenced by the following factors:

  • ͺǡͶͻcost of sales due to decreased volumes of transhipment and due to effective management of resources;
  • « ͳǡͲʹͶǢ
  • ʹͲͳ͵Ͷǡ41 thousand compared to 2012;

In 2013 cost ȋ ǡͲͺͻ Ȍ Ψ ͷǡʹͶ ʹͲͳʹ ȋ ͺͳǡ͵͵ ȌǤOf their vȋǡǡȌǡʹͺͻ thousand that constitutes decreasing by 20Ψǡ when transhipment volume decreased ͳͷΨǤ more effectively and used energy and other resources in optimal way.

ʹͲͳ͵ ǡ ǡ zation ȋ Ȍ ͵ǡʹͺͻ thousand and ͻΨǡͷʹͻ thouʹͲͳʹȋͻǡͺͳͺȌ.

Key financial and operating figures

ǯȋǡ Ȍǣ

Operating figures 2013 12 31 2012 12 31 2011 12 31
"ƒ•Š‹'‡–'ˆ'‹Ž'"'†—…–•ȋ‡–ǡ–Š'—•ƒ†–'•Ȍ ͷǡ864 ͸ǡ905 ͹ǡ667
˜‡•–‡–•ȋPP&E ƒ…"—‹•‹–‹'•Ȍ 98.954 ͺ͸ǡ220 ͳͻǡ443
Oil terminal 34.754 18,106 7,797
Liquefied natural gas terminal 63.919 22,623 11,646
—"ƒ«‹—•ˆ—‡Ž•–'"ƒ‰‡ˆƒ…‹Ž‹–› 281 45,491 -
Financial figures
Sales revenue 126ǡ860 ͳ͵ͺǡ881 141ǡ276
Gross profit ͷͲǡ771 ͷ͹ǡ545 ͷͺǡ363
EBITDA ͸͵ǡʹͺͻ ͸ͻǡͺͳ8 ͹͵ǡ327
EBIT ͵ͺǡͶͲͻ Ͷ͸ǡͻͳ9 ͷͲǡ673
Financial and investment activities result -80 ͳǡ839 ͳǡ277
Profit before taxation ͵ͺǡ͵ʹͻ Ͷͺǡ͹ͷͺ ͷʹǡ771
Net profit ͵ͷǡ͸Ͷͻ ͶͳǡͶ͵͹ ͶͶǡ852
Non-current assets 52͵ǡ͸ͺͳ ͶͶ͹ǡ650 ͵ͺͻǡ643
Current assets 15ʹǡͳͷ͵ ͳͳʹǡ360 ͳʹͻǡ207
Total assets ͸͹ͷǡͺ͵Ͷ 5͸Ͳǡ010 ͷͳͺǡ850
Shareholders' equity ͷ͹ͳǡ͸ͷͳ ͷ͵͸ǡ412 Ͷͻͻǡ838
Profitability
Return on assets ȋȌ 5.ͺΨ 7.͹Ψ 9.ͲΨ
Return on equity ȋȌ 6.4Ψ 8.ͲΨ 9.ͶΨ
Gross profit margin ͶͲΨ ͶͳΨ ͶͳΨ
EBITDA margin ͷͲΨ ͷͲΨ ͷʹΨ
EBIT margin ͵ͲΨ ͵ͶΨ ͵͸Ψ
Net profit margin ʹͺΨ ͵ͲΨ ͵ʹΨ
Turnover
……'—–•"‡…‡‹˜ƒ"އǡ†ƒ›• 32 36 11
……'—–•'ƒ›ƒ"އǡ†ƒ›• 78 18 19
Financial structure
Debt ratio 0.18 0.04 0.04
Capital to assets ratio 0.85 0.96 0.96
"'••Ž‹"—‹†‹–›"ƒ–‹'ȋ…—""‡–"ƒ–‹'Ȍ 3.37 7.21 12.28
Market value ratios
Šƒ"‡'"‹…‡–'‡ƒ"‹‰•'‡"•Šƒ"‡"ƒ–‹'ȋȀȌǡ–‹‡• 10.8 10.5 10.3
‡–'"'ˆ‹–'‡"•Šƒ"‡ȋȌǡ 0.09 0.11 0.13

EBITDA = earnings before interest, taxation, depreciation and amortization.

EBIT = earnings before interest and taxation.

ȋȌαȀǤ

ȋȌαnet profit for the period / total average assets for the period.

Debt ratio = total current and non-current liabilities at the end of the period / total assets at the end of the period.

Gross liquidity ratio = total current assets at the end of the period / total current liabilities at the end of the period.

INVESTMENTS

The Company is seeking to be competitive Ǣ ǡ economically reasoned investment policy. The Company also ensures compliance with environmental requirements by Ǥ ǡ ǡr projects are being carried out.

The biggest investments challenge for the Company is the implementation of LNGT Project.

ǣ

  • To increase the oil terminal's flexibility in accepting different types of oil products;
  • To ensure the compliance with environmental and fire safety requirements for the Company and the general public;
  • The implementation of the LNGT Project.

ǣ

The Company invested LTL 3ͶǡͷͶ thousand into modernization of the oil terminal in 2013. The essential and the largest investments in 2013 were as follows:

Vapour recuperation unit was installed and launched. That is an environmental project to gather carbohydrate ǡ environment. That will allow significantly decrease air pollution and offensive odours emission to environmental regions. Value of already ǡͷʹ͵ ȋ ʹͲͳ͵ ͳǡͶͷͻ ȌǤ ʹͲͳͶ – to apply the vapour recuperation unit in HFO transhipment at railway piers.

Reconstruction of the storage tank park of HFO tanks park: demolition of the four old storage tanks each 5 000 m3 and construction of the two new universal storage tanks each ͵ʹǡʹͷͲ3. The objective of that investment – to expand ͶͶǡͷͲͲ3 and to enlarge technological flexibility by enabling to store both light and heavy oil products. It increases competitive ǡ types and to accumulate larger batches of oil products for transhipment into oil tankers.

ʹͲͳ͵ǡ͵͵ǡ163 ȋʹͲͳ͵ ʹͻǡ295 ȌǤ
ʹͲͳͶ and their exploitation was started.

  • ʹͲͳ͵ǡ e project of the HFO tanks ǡ adaptation ʹʹͲǡͲͲͲ3 for LFO ȋ only HFO products in those tanksȌǤents are also related to increasing of technologic flexibility of the storage tanks park. Total value of completed works of 2013 – ͳǡͲͶʹ;
  • ʹͲͳ͵ǡthe higher unloading system for the rail tank cars of the piers have been completed. The core of this investment - to create technological possibilities enabling to effectively unload HFO ǡ having a third additional valve. The Company purchased and installed additional loading arms in order to implement this gǤͷǡʹͻ ȋʹͲͳ͵ͺȌ;
  • Modernization works of the fire safety system investments for renovation of mechanical and automatic parts of the fire safety system. In 2013 fire equipment on rail pier was renovated and reconstruction of the automatic part began. All works are planned to be completed in 2014. As of 31 December 2013 the amount of completed works totalled LTL ͳǡͻʹͻȋͷͷʹͲͳ͵ȌǤ
  • ǡʹͲͳ͵ treatment facilities ǡͷͺͺǤ
  • ʹͲͳ͵ǡͷʹͶ ation of steam boilers of heat production with the total investments amount of LTL 930 thousand.

The LNGT project development and investments – 2013

͵ͳ ʹͲͳ͵ ͻͺǡ162 thousand. The LNGT ǡ accordance with the set deadlines.

  • ȋ Ȍogy. The FSRU is delivered by Höegh LNG.
  • ǡ Ǥ ǡ ǡ duction units were tested and the marine exposure tests were successfully executed.

ǣ ȋ Ȍ ȋȌ

Jettǣ ͳͺ ʹͲͳ͵ ȋ
Ȍ ȋȌ ǤʹͲͳ͵ ǡ
ȋͻȌǤ

  • ͶͷͲǡ -ǡ Curonian Lagoon in the southern part of Klaipeda port. Coordinates: 55º 43' N; 21º 07' E.
  • The ǡȋǡ ǡ -assembled with no further casting at the ȌǤ ǡ ȋ ǡ ȌǤ

ǣ

  • The Gas pipeline: on 6 May 2013 the contract with general contractor PPS Pipeline Systems GmbH on construction works of the LNG terminal gas pipeline and gas metering station engineering. During 2013 all planned preparation ǡ the gas metering station was started to be operated.
  • The LNG terminal will be connected to the Amber Grid AB operator of gas transmission system grid of 18 km length ǡǤ
  • ǡ ǡhydro-ǡȋ Ȍ Ǥ Ǥ -difficult ǡǡǤǤ of the connecting gas pipe line.
  • Pipes of surface- ǡ has ǡ ȋͳͺȌǡwere also launched.

ǣ

The main works related to the implementation of the LNGT Project in 2013:

Date Works implemented
7 February 2013 The Company concluded the Overdraft Facility Agreement for LTL 120 million with Nordea Bank
Finland Plc.
18 February 2013 Final tender offers were received and Latvian company AS BMSG was announced as the winner of
–Ї "'…—"‡‡– 'ˆ ‡‰‹‡‡"‹‰ ƒ† …'•–"—…–‹' ™'"• 'ˆ ''"– ‹ˆ"ƒ•–"—…–—"‡ ȋŒ‡––›Ȍ ™‹–Š
•—'‡"•–"—…–—"‡ȋ‡"—‹'‡–Ȍ™‹–Š
Ǥ
6 March 2013 Final tender offers ™‡"‡ "‡…‡‹˜‡† ‹ –Ї "'…—"‡‡– 'ˆ ‰‹‡‡"‹‰ǡ "'…—"‡‡– ƒ†
'•–"—…–‹'™'"•ˆ'"
'‹'‡Ž‹‡•›•–‡ȋȌǤ
8 March 2013 The Company and Lietuvos dujos AB concluded the Service Agreement on LNGT's connection to
the operating natural gas transmission system.
14 March 2013 The Company addressed the Ministry of Finance regarding the State Guarantee of LTL 200 million
granting.
20 March 2013 The Company and Lietuvos dujos AB concluded the Agreement on the gas main point assembling.
3 May 2013 The LNG ship-storage unit floated out from the dry dock.
4 June 2013 The Board of the Company called the extraordinary General Meeting of Shareholders that on 2 July
2013 confirmed credit conditions of the EIB.
13 June 2013 The Special plan of the
ǡ"‡Žƒ–‡†‹ˆ"ƒ•–"—…–—"‡ƒ†‰ƒ•'‹'‡Ž‹‡…'•–"—…–‹'™‡"‡…'ˆ‹"‡†Ǥ
14 June 2013 The State Credit commission confirmed the State Guarantee of LTL 280 million to secure the EIB
"‡†‹– ȋ–Ї ‰—ƒ"ƒ–‡‡ ™ƒ• …'ˆ‹"‡† "› –Ї
'˜‡"‡– ' ʹͲ —‡ ʹͲͳ͵Ȍǡ "› –Ї
Parliament - on 2 July 2013.
18 June 2013 Trial of regasification unit successfully completed.
27 June 2013 The Special plan of the LNGT gas metering station confirmed.
June 2013 Ї ‰ƒ•‹ˆ‹…ƒ–‹'—‹–•™‡"‡'"'†—…‡†ǡ–‡•–‡†ƒ†ƒ"‡–'"‡‹•–ƒŽŽ‡†Ǥ
1 July 2013 The KSSA territory and water area needed for the construction works were passed to PPS Pipeline
Systems Gmbh.
9 July 2013 The Company concluded the Financing Agreement for LTL 300 million loan with the European
Investment Bank.
10 July 2013 Pipes of gas pipeline were ordered.
July 2013 DG Competition notification of the State assistance initiated in May. The Ministry of Finance sent
pre-notification information that has been in advance coordinated with the Company.
July 2013 ‡…А‹…ƒŽ •—'‡"˜‹•'" 'ˆ …'•–"—…–‹' ™ƒ• •'‡…‹ˆ‹‡†ǡ ƒ"…Š‹–‡…–—"‡ ƒ† …'‡…–‹' "‡"—‹"‡‡–•
ȋ–‡…А‹…ƒŽ'"'˜‹•‹'•Ȍˆ'"–ЇŒ‡––›engineering were issued. The analysis of mooring started.
9 August 2013 The most important equipment of the jetty was ordered – cargo hooks and high pressure loading
arms.
21 August 2013 AS BMGS started preparatory works for construction at the site – necessary equipment for the
'•–"—…–‹'™ƒ•'"‹Ž‹œ‡†ǡ'"'†—…–‹''ˆ'‹Ž‡•™ƒ••–ƒ"–‡†Ǥ
11 September 2013 "‹ƒŽ'‹Ž‡•ƒ"‡†‡Ž‹˜‡"‡†ˆ"'–Ї'‹Ž‡•ˆƒ…–'"›‹'ŽŽƒ†ȋͳͲ'…•ǤȌ
11 September 2013 '•–"—…–‹''ˆ–‡''"ƒ"›ƒ''"'ƒ…Š"'ƒ†™ƒ•…''އ–‡†ǡconstruction site was equipped.
11-21 September 2013 Ї…•™‡"‡‡š‡…—–‡†‹–Їˆƒ…–'"›‹'ŽŽƒ†ǡ™Š‡"‡Œ‡––›'‹Ž‡•Šƒ˜‡"‡‡'"'†—…‡†ƒ†…Žƒ‹‡†
requirements were coordinated.
16 September 2013 The external audit of the activity effectiveness and feasibility of the Company was executed.
Positive conclusions received evaluating the Company activity from 1 January 2010 till 31
‡…‡"‡" ʹͲͳʹ —†‡" ƒ•'‡…– 'ˆ ƒ……‡'–‡† '"Ž‹‰ƒ–‹'• ˆ‡ƒ•‹"‹Ž‹–›ǡ އ‰ƒŽ "‹sks and executed
procedures of procurement compliance with legal acts of the Republic of Lithuania.
18 September 2013 Ї …''އ–‡† –‡…А‹…ƒŽ '"'Œ‡…– ȋˆ'" –Ї •‡…'† •‡…–‹'Ȍ ™ƒ• '"‡•‡–‡† ‹ '"†‡" –' "‡…‡‹˜‡
permission for construction.
27 September 2013
•–ƒ"–‡†–'†"‹˜‡–"‹ƒŽ'‹Ž‡•–'…'ˆ‹"‰‡'Ž'‰‹…ƒŽ‹–‡"'"‡–ƒ–‹'ȋ…'•–"—…–‹'"‡•‡ƒ"…Ї•ȌǤ
30 September 2013 '"• 'ˆ –Ї –‡""‹–'"› …އƒ‹‰ ƒ† ƒ''"'ƒ…Š "'ƒ† ‡"—‹'‡– ˆ'" –Ї …'•–"—…–‹' 'ˆ –Ї
ĥ
‡–‡"‹‰•–ƒ–‹'ȋ
Ȍ™‡"‡•–ƒ"–‡†Ǥ
Date Works implemented
7 October 2013 The technical project of the jetty was altered according to the received data of geotechnical piles
checks.
15 and 29 October 2013 Construction permissions were received for the 3 and 4 sections of the gas pipeline.
24 October 2013 According to the schedule all 24 piles of the services platform were driven.
1 November 2013 Ї •‹–‡ 'ˆ –Ї
ƒ• ‡–‡"‹‰ •–ƒ–‹' ™ƒ• —†‡" •'‹Ž •'"‡ƒ†‹‰ ȋƒ"'—– ͷ  'ˆ •—" •'‹Ž ™‡"‡
†‡Ž‹˜‡"‡†ȌǤ
12 November 2013 Isolation of HDD string connections was started.
18 November 2013 Ї™Š'އ"'—–‡ȋˆ'"–Їއ‰–Š'ˆͳͺȌ'ˆ…'‡…–‹‰‰ƒ•'‹'‡Ž‹‡™ƒ•ƒ"‡†Ǣ…އƒ‹‰™'"•
of the route were started.
17 November 2013 Reinforcement platform piles were started to drive.
19 November 2013 First pipes of the connecting gas pipeline were delivered.
16 November 2013 Reinforcement platform piles were started to drive.
20 November 2013 Conclusions of the European Commissions were received:
- Legal regulation of the LNG terminal complies with the requirements of internal market of the
European Union.
-
Financing of the LNGT project from the European Investment Bank was ensured.
27 November 2013 The optimized plan of works in winter time was prepared.
28 November 2013 Marine exposure tests of the LNG floating storage unit were executed.
29 November 2013 The HDD drilling works were started.
2 December 2013 Public market consultation regarding the LNGT capacities distribution demand was started.
4 December 2013 Pledge agreement necessary to receive the State Guarantee was concluded with the Ministry of
Finance of the Republic of Lithuania.
9 December 2013 Ї‰"‡‡‡–'ˆͷͲ‹ŽŽ‹'"ƒ‰—ƒ"ƒ–‡‡ǡ‹'"†‡"–'ƒ••—"‡'ƒ›‡–•ˆ'"–Ї"‡–'ˆ

floating •–'"ƒ‰‡'‡‰Š
ǡ™ƒ•…'…Ž—†‡†™‹–Š'"†‡ƒƒ ‹Žƒ†Ž…Ǥ
20 December 2013 ‹"•–…"‡†‹–ˆ—†•ȋEUR 15 millionȌ'ˆ–Ї—"''‡ƒ‹˜‡•–‡–"ƒ™‡"‡"‡…‡‹˜‡†Ǥ

List of adopted legal acts required for the implementation of the LNGT project:

Date Legal act Effect on the LNGT project
10 April 2013 Resolution No. 318 by the Government of the
Republic of Lithuania "On Activity priorities of the
Government of the Republic of Lithuania for 2013"
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͶͲ-ͳͻͶͻȌǤ
ȋ–ƒ–‡
The Government approved continuation of
the implementation of strategic energy
projects as one of the priority field
including
the
LNGT
project
implementation.
30 April 2013 Resolution No. 378 by the Government "On
determination of profit payment of state enterprise
Klaipeda –ƒ–‡ ‡ƒ''"– —–Š'"‹–›dz ȋ–ƒ–‡
ƒœ‡––‡ǡ
ʹͲͳ͵ǡ'Ͷ͸-ʹʹͷ͹ȌǤ
Stated
that
in
2013
payment
of
distributable profit of the company being
'ƒ‹† "› –' –Ї •–ƒ–‡ "—†‰‡– ȋ"›
†‹˜‹†‹‰–ЇʹͲͳʹ'"'ˆ‹–Ȍ‹•ͳ'‡"…‡–Ǥ‡
of the reasons of decision – the LNGT
project implementation.
23 April 2013 Resolution No 350 by the Government "On
dividends of the stock company Klaipeda Nafta".
Ї‹‹•–"›'ˆ‡"‰›ǡƒ•ƒƒ‰‡"'ˆ –Ї
Company's shares owned by the State on
'"''‡"–› "‹‰Š–ǡ ™ƒ• ƒ••‹‰‡† –' ‡–‹–އ ‹–•
representative at the General Meeting of
Shareholders to propose a decreasing of a
part of the 2012 Company's distributable
profit dividends to 1 percent and to vote
for the necessity to finance the LNGT
project.
13 June 2013 Decree No 1-130 by the Minister of Energy "On
confirmation of the Special plan of the Liquefied
ƒ–—"ƒŽ ‰ƒ• –‡"‹ƒŽǡ ‹–• "‡Žƒ–‡† ‹ˆ"ƒ•–"—…–—"‡ ƒd
construction of gas pipeline".
The Special plan of the LNGT project was
confirmed.
Date Legal act Effect on the LNGT project
20 June 2013 Resolution by the Government of the Republic of
Lithuania on granting the LTL 280 million State
Guarantee –'–Ї—"''‡ƒ ˜‡•–‡–ƒȋ–ƒ–‡
ƒœ‡––‡ǡʹͲͳ͵ǡ'Ǥ͸ͺ-͵Ͷʹ͹ȌǤ
The
Government
granted
the
State
Guarantee to the European Investment
ƒǡ ‹–‡†‡† –' ‡•—"‡ ˆ‹ƒ…‹‰ 'ˆ –Ї
LNGT project.
27 June 2013 Law No XII-426 on alteration of the articles No ͷǡͳͲ
and 11 of the Law on Liquefied Natural Gas
ƒœ‡––‡ǡʹͲͳ͵ǡ'͹͵-͵ͺͶʹȌǤ
‡"‹ƒŽȋ–ƒ–‡
†''–‡†ƒŽ–‡"ƒ–‹'•'ˆ–Їƒ™ǡ…'ˆ‹"‹‰
–Ї
'"'Œ‡…– ˆ‹ƒ…‹‰ •…Ї‡ǡ –Šƒ–
provide conditions to use the LNGT
terminal gasification capacities.
2 July 2013 Resolution No XII-479 by the Seimas "On granting
the State Guarantee to the European Investment
ƒœ‡––‡ǡʹͲͳ͵ǡ'͹͵-͵͸ͷͺȌǤ
ƒdzȋ–ƒ–‡
The Seimas of the Republic of Lithuania
confirmed the State Guarantee of LTL 280
million.
17 July 2013 Resolution No 640 by the Government "On
confirmation of the description of principles of
prices determination in the Natural gas sector
regulated by the State and Resolution No 1276 by
the Government "On confirmation of principles of
value of usable assets 'ˆ ƒ–—"ƒŽ ‰ƒ• –"ƒ•‹••‹'ǡ
†‹•–"‹"—–‹'ǡ Ž‹"—‡ˆ›‹‰ ƒ† •–'"ƒ‰‡ ‹ …''ƒ‹‡•
licensable
activities
determination"
and
confirmation
of
the
resolution
being
under
alteration as invalid.
"‹…‹'އ•'ˆ'"‹…‡•ǡ"‡‰—Žƒ–‡†"› –Ї–ƒ–‡
‹ –Ї ‰ƒ• •‡…–'"ǡ establishment were
confirmed.
23 July 2013 Decree No 1-196 by the Director of Fire and Rescue
Department "On Direct application of normative
construction technical document of foreign state"
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͺʹ-ͶͳͶͳȌǤ
ȋ–ƒ–‡
The
Company
was
permitted
while
engineering the LNGT jetty at Klaipeda
Seaport to apply directly certain standards
applicable by the National Fire Protection
••'…‹ƒ–‹'ȋ Ȍ'ˆ–ЇǤ
22 August 2013 Resolution No 730 by the Government "On
acquisition of shares of the company under indirect
control of the State".
The Company was permitted to increase
the authorized capital of LITGAS UABǡ
"‡Ž'‰‹‰ –' –Ї ''ƒ›ǡ ‹ •—…Š ™ƒ›
that it would be possible to grant not less
–Šƒ ʹȀ͵ 'ˆ •Šƒ"‡• –' ‹•ƒ‰‹' ƒ–'‹·
‡Ž‡–"‹·UAB or its controlled company.
4 October 2013 Decree No 1-194 by the Minister of Energy "On
confirmation of quality requirements for natural
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͲ͸-ͷʹͶͻȌǤ
‰ƒ•dzȋ–ƒ–‡
The highest and the lowest quality limits of
ǡwere
–Ї‰ƒ•ǡ‹''"–‡† –Š"'—‰Š –Ї
confirmed.
23 October 2013 Resolution No 677 by the Government "On
Confirmation of administration rules for the State
credits
re-financing
and
the
State
Guarantee
‰"ƒ–‹‰ǡ ‰"ƒ–‡† "‡ˆ‹ƒ…‡† …"‡†‹–• "‡–—"‹‰ ƒ†
the State Guaranteedz ȋ–ƒ–‡
ƒœ‡––‡ǡ ʹͲͳ͵ǡ ' ͳͳ͵-
ͷ͸ͷ͹ȌǤ
Special provisions were established as
essential for the LNGT terminal due to the
future evaluation of the real-estate and its
insurance after registration in the register
of real estate assets as ownership of the
security provider.
13 November 2013 Resolution No 1049 by the Government "On
Resolution No 199 by the Government dated 15
February 2012 "On implementation of the Law of
the Republic of Lithuania on Liquefied natural gas
terminal" amendments" project.
It was identified that the Company as the
LNGT project implementation company
would execute distribution of the LNG
terminal capacities.
5 December 2013 Žƒ‹'·†'•ƒˆ–ƒ…'…Ž—†‡†ƒ‰"‡‡‡–•™‹–Š –Ї
Ministry of Finance of the Republic of Lithuania
regarding the guaranteed pay and mortgageǡ
maximum conditional and ordinary pledge.
The Company obliged to pay to the
Ministry of Finance the guarantee pay of
EUR 81million and to mortgage for the
"‡‡ˆ‹– 'ˆ –Ї –ƒ–‡ ƒŽŽ‹–• ˆ—–—"‡ '"''‡"–›ǡ
which would be created during the period
of the LNGT project.
11 December 2013 Resolution by the Government of the Republic of
Lithuania "On the Resolution No 1354 by the
Government dated 7 November 2012 "On Approval
of the Diversification rules of Natural Gas Supply"
alteration.
The minimum amount of the imported and
gasified natural gases through the LNGT
was determined.
12 December 2013 The Seimas of the Republic of Lithuania adopted
Law No XII-659 on approval of financial indicators
of the State budget and municipality budgets for
2014.
The highest limit of the State Guaranteeǡ
‰"ƒ–‡† ˆ'" ‹˜‡•–‡– '"'Œ‡…–•ǡ ‹…Ž—†‹‰
–Ї
ǡ™ƒ•‡•–ƒ"Ž‹•Ї†Ǥ
23 December 2013 Agreement of shareholders between the Company
and Lietuvos energija UAB.
‹–Š "‡‰ƒ"† –' –Ї ‡"‰› 'ƒ…ƒ‰‡
"‡"—‹"‡‡–•ǡ –Ї ''ƒ› "‡ˆ—•‡† "‹‰Š–•
Date Legal act Effect on the LNGT project
of voting at LITGAS
UAB
meeting of
shareholders.
27 December 2013 Decree No 1-245 by the Ministry of Energy "On
approval
of
natural
gas
metering
procedure
description".
Metering units - ͵ ƒ† Š —•‡† ‹ ‰ƒ•
transferring system were determined.
31 December 2013 Decree No 3-663 by the Minister of Transport and
Communication "On Decree 3-246 by the Minister of
Transport and Communication dated 30 June 2008
"On Rules of taxes application of Klaipeda State
ƒœ‡––‡ǡ ʹͲͳ͵ǡ ' ʹͲͳ͵-
‡ƒ''"–dz ƒŽ–‡"ƒ–‹' ȋ–ƒ–‡
ͲͲ͵Ͷ͹ȌǤ
Updated Rules of taxes application of
Žƒ‹'·†ƒ–ƒ–‡‡ƒ''"–ǡ™‹–Š "‡‰ƒ"† –' –Ї

ǡ™‡"‡…'ˆ‹"‡†Ǥ
Changes in regulatory environment:
Date Legal act Effect on the LNGT project
27 June 2013 The NCCPE Resolution No 03-259 "On the
highest limit of transfer price of natural gas of
–'… …''ƒ› "‡"
"‹†ǡ ƒ††‹–‹'ƒŽ ƒ†
inseparable component to the highest limit of
–"ƒ•ˆ‡"
'"‹…‡

ƒ–—"ƒŽ
‰ƒ•
ȋ–Ї


‡†‡–Ȍƒ†ƒ''Ž‹…ƒ–‹''ˆ•'‡…‹ˆ‹…–"ƒ•ˆ‡"
services prices in 2013".
The LNGT Amendment – LTL 37.53 for
–Š'—•ƒ†͵ǡ™Š‡"‡"› –Ї…'ŽŽ‡…–‡† ˆ—†•
'—ކˆ‹ƒ…‡–Ї
‹ˆ"ƒ•–"—…–—"‡ǡ™ƒ•
established.
18 July 2013 The NCCPE Resolution No 03-316 "On approval
of description of accounting separation of
ƒ–—"ƒŽ ‰ƒ• …''ƒ‹‡•ǡ ƒŽŽ'…ƒ–‹' 'ˆ …'•–• ƒ†
requirements related to accounting separation
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͺͳ-ͶͲͺͲȌǤ
'ˆ‹"ƒ–‹'dzȋ–ƒ–‡
The description of accounting separation
'ˆ ƒ–—"ƒŽ ‰ƒ• …''ƒ‹‡•ǡ ƒŽŽ'…ƒ–‹' 'ˆ
costs
and
requirements
related
to
ƒ……'—–‹‰ •‡'ƒ"ƒ–‹'ǡ ™ƒ• …'ˆ‹"‡†ǡ
™Š‡"‡"›ǡinter aliaǡ†‡'"‡…‹ƒ–‹'•–ƒ†ƒ"†•
that should be applied also to the LNGT
infrastructure were approved.
13 September 2013 The NCCPE Resolution No 03-367 "On approval
of methodology of the State regulated prices in
–Їƒ–—"ƒŽ‰ƒ••‡…–'"dzȋ–ƒ–‡
ƒœ‡––‡ǡʹͲͳ͵ǡ'
98-ͶͺͻʹȌǤ
Formulas of the Security component and
the
Liquefying
service
prices
were
determined; income regulation of the
LNGT operator was set forth.
11 October 2013 The NCCPE Resolution No 03-445 "On the
additional Security component of the natural gas
supply to the natural gas transfer price for the
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͲͺ
›‡ƒ"'ˆʹͲͳͶdzȋ–ƒ–‡
ͷ͵͸ʹȌǤ
–‡" ƒŽ‹ƒǡ –Ї ‡…—"‹–› …'''‡– –Šƒ–
would be valid from 3 December 2014 till
31 December 2014 – ͵ͻǡ͵͸Ȁ–Š'—•ƒ†
m3. was established.
23 December 2013 The NCCPE Resolution No 03-750 "On the
Resolution No 03-294 by the State commission
of prices and energy control dated 9 October
2012 "On approval of the description of
administration
procedure
of
the
liquefied
ƒ–—"ƒŽ ‰ƒ• –‡"‹ƒŽǡ ‹–• ‹ˆ"ƒ•–"—…–—"‡ ƒ†
connection equipment and exploiting costs or
their part to be compensated" alteration.
"'˜‹•‹'ǡ •ƒ›‹‰ –Šƒ– –Ї
ˆ—†•ǡ
intended
to
compensate
exploiting
‡š'‡•‡• '" –Ї‹" 'ƒ"– 'ˆ –Ї
ǡ ‹–•
‹ˆ"ƒ•–"—…–—"‡ƒ†…'‡…–‹'ǡƒ"‡'ƒ›ƒ"އ
only to company possessing gas liquefying
Ž‹…‡•‡ǡ™ƒ•"‡ˆ—•‡†Ǥ
27 December 2013 The NCCPE Resolution No 03-758 "On Rules
coordination of
stock company Amber Grid
natural gas transmitting system balancing"
ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͶͳ-7142.
ȋ–ƒ–‡
The possibility to supply gas from the
liquefied natural gas terminal into the
ƒ–—"ƒŽ‰ƒ•–"ƒ•‹––‹‰•›•–‡ǡ‡˜ƒŽ—ƒ–‹‰
that amount of gas would be identified in
cubic
meters
and
energy
value
of
transmitted
gas
amount
would
be
calculated was set forth.

ACTIVITY PLANS AND FORECASTS

The Company's operational goals for 2014 are associated with the implementation of the Company's strategy. The following is planned:

  • The most important goal for 2014 is to complete the construction of the LNG terminal and start the LNG terminal operation. Projected construction completion date is 3 December 2014.
  • It is planned for 2014 to maintain the high level of oil transhipment and profitability;
  • Since the Company built 2 new universal oil storage tanks it will be looking for the opportunities for realisation of the ǡǢ
  • It will continue to work safely and confidently ensuring the compliance with the maximum environmental and safety requirements set for the terminal;
  • It is planned to establish official fire forces as well as to upgrade fire safety equipment and tools at S« storage facility;
  • ̵ǡȋǡ ǡǡacquisition of ǡ ǤȌ ȋ ǡ ǡ monitoring ǡǤȌǤ

ʹͲͳͶǢǡǡ is planned in 2014 to keep the transhipment of oil products on the same level as in 2013. The main income from oil product transhipment will be ensured through the long-ȋʹͲʹͶȌ beneficial transhipment agreement with the Swiss company Litasco SA.

In 2014 the list of customers that are supplying fuel to Lithuanian market is expanding. Since 2014 fuel import services will ǡ Ǥ

In 2014 the Company expects to allocate approx. LTL 26ͳǤǡʹͶʹǤͻ in the LNG terminal project as well as LTL 16.3 million to be invested in the oil terminal and LTL 2.5 million to be invested in « well as reconstruction of water treatment facilities.

Works planned for the implementation of the LNGT project in 2014

Overall LNGT project schedule is presented below. The main directions of works in order to start the operation of LNGT by 3 December 2014 are the following:

  • The construction of LNG FSRU :
  • ǡǡǢ
    • Delivery of FSRU to Klaipeda port and mooring to the LNG infrastructure;
  • Gas pipeline:

  • ǡ ǡ ǯ laying through the Curonian Lagoon;

  • ǡǡ pipeline to the connection trench and the its joining to the HDD strings;

  • Construction of the gas metering station and installation of a pipeline connecting the gas connection to the transmission system and connective pipeline testing.

Jetty:

  • ǡles and filling them with concrete for preparation for the mounting of ferroconcrete platforms

  • ǡ and preparation for the mounting of jetty suprastȋȌǤ

  • ȋȌǡ -pressure arms and release hooks to the ǡǤ

Regulatory development and implementation:

  • LNG transhipment regulations are developed in such a way that reduces the impact of operating costs of the LNG terminal on the Lithuanian gas customers;

  • The regulation for liquefaction service price is improved by making it more similar to the regulations of other LNG terminals in the European Union;

  • Terminal usage rules are developed and coordinated publicly before the beginning of allocation of the terminal capacity to third parties;

  • Detailed cost justification and coordination of the investment project with the National Control Commission for Prices and Energy seeking to establish the LNG terminal's regulated prices of services and security component.

Establishing of LNG operator:

  • LNGT usage rules are publicly coordinated and approved by the National Control Commission for Prices and ǡ ǡ plan for the first year i.e. 2015 is created;

  • Development and implementation of the LNGT operator's inteǡǡǡ ǡ Ǣ training; announcement about LNGT services

  • ǡǡion and testing works; acquisition of relevant certificates and licenses.

AUTHORIZED CAPITAL OF THE COMPANY

Shareholders and shares

The Company's shares are traded on the regulated market; they are listed in the Baltic Secondary list of the Stock Exchange of NASDAQ OMX AB Vilnius.

Їƒ‹†ƒ–ƒƒ"'—––Ї''ƒ›ǯ••Šƒ"‡•ǣ
ISIN code LT0000111650
Abbreviation KNF1L
Šƒ"‡‡‹••‹'ȋ'…•ǤȌ ͵ͺͲǡ͸Ͳ͸ǡͳͺͶ

ȋȌ Ǥ ordinary registered share of the Company grants one vote in the General Meeting of Shareholders.

ȋȌǣ

    1. ǯȋȌǢ
    1. to receive funds of the Company in the event the Authorized Capital of the Company is being reduced in order to pay funds of the Company to the shareholders;
    1. to receive a part of the assets of the Company in case of liquidation;
    1. to receive shares free of charge if the Authorized Capital is increased out of the funds ȋ ȌǢ
    1. to have the preferential right in acquiring shares or convertible bonds issued by the Company except in cases when the General Meeting of Shareholders by a qualified majority of votes that shall not be less than 3/4 of the participating and ǡǯ issued shares or convertible bonds for all the shareholders;
    1. ǡǡ Ǥǡ may not be higher than the average interest rate offered by commercial banks of the location where the Lender has his ǡǤ Company and its shareholders shall be prohibited from negotiating a higher interest rate;
    1. other economic rights established by the laws.

An ordinary registered share of the Company shall grant the following non-ȋȌǣ

    1. to attend the General Meeting of Shareholders ȋ ȌǢ
    1. to receive information on the Company to the extent allowed by the imperative norms of the valid laws;
    1. to file a claim with the court for reparation of damage resulting from misconduct by the Manager of the Company and Board members or noncompliance with their obligations prescribed by the laws and the Articles of Association of the Company as well as in other cases laid down by laws.
    1. the right to vote at General Meeting of Shareholders ǡ case share ownership is contested;
    1. other non-economic rights established by the laws and the Articles of Association of the Company.

As at 31 December 2013 all ͳǡͺʹͲȋ͵ͳʹͲͳʹ– ͳǡͺͷͺȌǤ

ͷΨ͵ͳʹͲͳʹʹͲͳ͵ǣ

31 December 2013 31 December 2012
Shareholder's name (company's name, address, Number of Part of Number of Part of
company code of registration) owned authorized owned authorized
•Šƒ"‡•ȋ—‹–Ȍ ƒ'‹–ƒŽȋΨȌ •Šƒ"‡•ȋ—‹–Ȍ ƒ'‹–ƒŽȋΨȌ
The Republic of ‹–Š—ƒ‹ƒǡ"‡'"‡•‡–‡†"›–Ї‹‹•–"›'ˆ
‡"‰› 'ˆ –Ї‡'—"Ž‹… 'ˆ ‹–Š—ƒ‹ƒ ȋ
‡†‹‹''"Ǥ ͵ͺȀʹǡ
275.241.290 ͹ʹǡ͵ʹ 275.241.290 ͹ʹǡ͵ʹ
‹Ž‹—•ǡ͵Ͳʹ͵Ͳͺ͵ʹ͹Ȍ
'…‡" …Ї'• ‰"—'·UAB ȋ 'ƒŽƒ—‹• ˜‹ŽŽƒ‰‡ǡ 'ƒ˜ƒ
†‹•–"‹…–ǡͳͷ͸͸͹͵ͶͺͲȌ 38.975.150 ͳͲǡʹͶ 38.975.150 ͳͲǡʹͶ
–Ї"ȋ‡ƒ…Š'™‹‰އ••–ŠƒͷΨȌ 66.389.744 ͳ͹ǡͶͶ 66.389.744 ͳ͹ǡͶͶ
Total 380.606.184 100,00 380.606.184 100,00

Dynamics of the share price at NASDAQ OMX Vilnius during 2011 – 2013

2013 m. 2012 m. 2011 m.
Highest share price in LTL ͳǡ͵Ͳ ͳǡͶ͹ ͳǡͺͷ
Lowest share price in LTL ͳǡͲͲ ͳǡʹͶ ͳǡʹͶ
Share price at the end of period in LTL ͳǡͲͳ ͳǡʹ͹ ͳǡ͵ͷ
Average share price in LTL ͳǡͳͻ ͳǡ͵͵ ͳǡͷͷ
—"'˜‡"ǡ—‹– 3.644.550 4.061.889 5.022.637
—"'˜‡"ǡ–Š'—•ƒ† 4.314 5.482 7.740
ƒ'‹–ƒŽ‹œƒ–‹'ǡ–Š'—•ƒ† 383.727 484.924 460.534

Authorized capital of the Company

The Company's authorized capital amounted to LTL 380.606 thousand as of 31 December 2013. All the shares of the Company are fully paid and no restrictions on the transfer of securities are applied to them. The authorized capital is divided into ͵ͺͲǡͲǡͳͺͶ ȋ -Ȍ value of 1 LTL. The Authorized capital has not altered during the reporting period.

Information on the Company's own shares

The Company did not acquire own shares in 2013.

Dividends

͵Ͳ ʹͲͳ͵ǡ General Meeting of Shareholders was held which approved the financial reports and profit distribution project of 2012. In order to ensure the Company's possibility to finance the LNGT project from its own and borrowed funds it was determined to allocate to the Shareholders smaller than usual amount – ͶͳͲͲǡͲͲͳ for one share from the 2012 profit.

Agreements with intermediaries of public securities trading

The Company has an agreement with Financial Markets Department of SEB Bankas AB for accounting of the Company's securities and related services.

"ƒ ‹ƒ…‹ƒŽƒ"‡–•‡'ƒ"–‡–ǣ
Company code 112021238
Address ‡†‹‹'ͳʹǡͲͳͳͲ͵‹Ž‹—•
Telephone +370 5 2681190
E-mail [email protected]
‡"•‹–‡ www.seb.lt

MANAGEMENT OF THE COMPANY

Information on adherence to the Governance Code

ǡǡ market. Refer to the Appendix to the Annual Report for the compliance report.

Management structure

ǡ ǡ Company and other legal acts of the Republic of Lithuania.

The Company's Articles of Association are registered in the Register of Legal Entities and indicate the following management bodies:

  • the General Meeting of Shareholdersǡ
  • ǡ
  • ǡ
  • the CEO General Manager.

The General Meeting of Shareholders is a body solving the essential issues of the Company's activity. Competences of the General Meeting of Shareholders of the Companyǡǯǡ Companies and in the Article of Association of the Company.

The head of the Company who is also a member of the Board ȋǤǤȌ while the member of the Supervisory board and the financier participate depending on the questions addressed.

The Supervisory Board ͵ȋȌǡGeneral Meeting of Shareholders according to the procedure established by the Law on Stock Companies. The number of the terms of office a member Ǥ ǡ ǡ ǡ Supervisory Board. The Superǡǡ Ǥ ǡ rights and duties of the Supervisory Ǥ

Ͷ ʹͲͳ͵Ǥ ǡ meeting when one member was absent but authorized other person to vote instead of him.

The Supervisory Board by its decision has established an Audit Committee as an advisory body. The Audit Committee is ͵ȋȌǤDznduct of · ABǡ ǯ ǡ ǡ duties of the Audit Committee. The key functions of this committee are: observe preparation process of the Company's Financial Sǡ ǡ analyse efficiency of the systems of internal audit and risk management.

The Board ͷȋȌǡ for the perͶȋȌǤȋNote: During the period of time from 20 March 2013 till 31 December 2013 including, in the ͺͻȌǤ ǤȋNote: During the period of ͶͶͷͷͶͷǡ ǡǡȌ.

The number of the terms of office a member may serve on the Board is not limited. A person who is a member of the ǡ member of the Board. The powers of the members of the Board and activities of the General Manager have been determined by the Law on Stock Companies and the Articles of Association of the Company.

The Company is managed by the General Manager which is a single-person managing body of the Company. The General Manager is the main person managing and representing the Company. The duties and competence of the General Manager have been determined by the Law on Stock Companies and the Articles of Association of the Company.

Members of the Supervisory Board as at 31 December 2013, their participation in the other companies

·«·

ȋ ͳͻͺʹȌ – Chairman of the Supervisory Board of the Company. as elected as a member of Supervisory Board at the extraordinary general meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: ǡ ǡ ȋʹͲͲͶȌǡ ǡ law and management studies progrǡ ȋʹͲͲͻȌ. Employment – Head of Legal department of Ministry of Energy of the Republic of Lithuania. Participation in the activity of companies and organizations – member of the Board of Kauno energetikos remontasǡ UAB till 3 December 2013ǡ member of · ·Ǥ · «· has no direct interest in the share capital of the Company.

Romas Švedas

ȋborn in ͳͻͲȌ - Member of the Supervisory Board of the Company. member of Supervisory Board at the extraordinary general meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: Vilnius University faculty of lawǡ qualification - lawyer ȋͳͻͻ͵ȌǤ Employment: Vilnius University Institute of international relations and political science - lecturerǡindependent consultantǡsince 20 September 2013 head of MB Romas Švedas ir partneriaiǡ European Union Agency for the Cooperation of Energy Regulators – member of the Administrative Board. Romas Švedas has no direct interest in the share capital of the Company.

Eimantas Kiudulas

ȋborn in 1970Ȍ - Member of the Supervisory Board of the Companyǡ member of Audit Committee. meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: ǡ ȋͳͻͻͶȌǡ SM University of Management and Economicsǡ module – management accounting: value analysis ȋʹͲ10Ȍ. Employment: - Klaipeda Free Economic Zone Management Companyǡ. Participation in the activity of other companies - Klaipeda Free Economic Zone Management Companyǡ Boardǡ Ƿ ÷ Dzǡ Board memberǡ ǷDzǡ directorǡ Ƿ capital" UAB Board member. Eimantas Kiudulas has no direct interest in the share capital of the Company.

During the year of 2013 no remuneration has been calculated for the member of the Supervisory Board. They did not receive ǡǤ

Members of the Audit Committee as at 31 December 2013 and their participation in the other companies

Eimantas Kiudulas

ȋ ͳͻͲȌ – Member of the Supervisory Board of the Companyǡ ǡ-elected by Supervisory Board on 18 March 2013 for the new term of four years. See above for more details.

Simonas Rimašauskas

ȋͳͻͻȌ- Member of Audit Committeeǡelected by the Supervisory Board on 18 March 2013 for a term of four years. Education: Vilnius ǡǡMaster in economics ȋʹͲͲ͵Ȍǡ Baltic Institute of Corporate Governance: executive program of corporate governance ȋʹͲͳ͵Ȍ. Employment: ǡUABǡ ; ͳͲͲΨǡ UABǤæhas no direct interest in the share capital of the Company.

Linas Sasnauskas

ȋͳͻͳȌ- ǡsory Board on 18 March 2013 for a term of four years. Education: Vilnius UniversityǡBachelor in economics ȋͳͻͻͶȌǡ Ƿ Dzǡ business management master ȋʹͲͲͲȌǤ Employment: "Ad ventum" chariman of the Boardǡ Ƿ æDzǡ AB Board member. Simonas æhas no direct interest in the share capital of the Company.

For ʹͲͳ͵ ǤæǤ Committee amounts to LTL 25 thousand. Members of the Audit CǡǤ The members of the Audit Committee are remunerated according to the Remuneration payment order for the activity of · ǡSupervisory Board.

«

ȋͳͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 October 2011. Education: Kaun ǡ faculty of mechanics - engineer diploma ȋͳͻͺͻȌǡ International Business School at Vilnius University – MBA in international trade ȋʹͲͲ͵ȌǡBaltic Institute of Corporate Governance: chairman program of corporate gȋʹͲͳ͵Ȍexecutive program of corporate gȋʹͲͳʹȌ. Participation in the activity of other companies: by the 22 November 2013 - Board member of LITGAS UABǡfrom November 2013ǡ ǡ– Board member. «has no direct interest in the share capital of the Company.

Mindaugas Jusius

ȋborn ͳͻͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 October 2011. Education: Vilnius UniversityǡMaster in Banking ȋʹͲͲ͵Ȍǡ University of Management and EconomicsǡEMBA ȋʹͲͲͺȌǤ ǡ leadership program ȋʹͲͲͺȌ; Baltic Institute of Corporate Governance: chairman program of corporate g ȋʹͲͳ͵Ȍ executive program of corporate g ȋʹͲͳ0Ȍ. Employment: Swedbank Life Insurance SE Lithuanian branchǡ chairman of the Board and CEO; by the 22 November 2013 - Board member of LITGAS UAB. Mindaugas Jusius has no direct interest in the share capital of the Company.

Valdas Lastauskas

ȋborn ͳͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 May 2013. Education: Vilnius University ǡ qualification - lawyer ȋͳͻͻʹȌǤ Employment - Chancellor of Ministry of Energy of the Republic of Lithuania. Participation in the activity of other companies: Member of the Board of Lietuvos dujos AB from 25 April 2013. Valdas Lastauskas has no direct interest in the share capital of the Company.

Rokas Masiulis

ȋborn ͳͻͻȌ- Member of the Board of the Companyǡ General Manager. Elected as the Board member by the Supervisory Board on 17 September 2010. Education: Vilnius University faculty of economics and industry managementǡ economist diploma ȋͳͻͻͶȌǡ Vilnius University Institute of international relations and political scienceǡ bachelor in international relations and politics ȋͳͻͻͶȌǤ Participation in the activity of other companies: vice-president and Council member of Lithuania seaways shipping companies association; by the 22 November 2013 - Board member of LITGAS UABǡ by the 9 September 2013 – General Manager of LITGAL UAB. ͳͲͲΨ ǡ Rokas Masiulis has no direct interest in the share capital of the Company.

Member of the management bodies of the Company are remunerated according to the determined Regulations or Agreements provisions of the same management bodies or those management bodies that elect them. According to the provisions of the ǡ the meeting of shareholders agreements regarding the activity in the Supervisory Board with the Supervisory Board Members can be concluded providing an encouragement policy for the Members of the Supervisory Board with respect to activity results and perspectives of the Company.

Independent member of the Board are paid based on the agreement concluded with the Company that is approved by the Supervisory Board. During 2013 the calculated remuneration for independent members of the Board M. Jusius and R. « ompany's Board amounted to LTL 75.5 thousand. Member of the Board R. Masiulis received remuneration associated only with labour relationship; additionally for work in the Board he has not been paid. Members of ǡs or assets.

The Directors of the Company

ȋͳͻͻȌǡISM University of Management and EconomicsǡEMBA ȋʹͲͲͷȌǤ No participation in other companies management. Rolandas Zukas has no direct interest in the share capital of the Company.

ǮǡǤ

INFORMATION ABOUT THE EMPLOYEES OF THE COMPANY

Personnel

The Company's main asset is its employees who are the most important link to the Company's achievement of goals. ̵ ǡ ǡ ǡopment of the Company culture that creates increased added value.

In 2013 the average number of employees was 368 and it has an increase by 13 percent or 41 employee compared to 2012 ȋ͵ʹȌǤ ͵ͲʹͲͳʹ« storage facility as well as due to the formation of LNGT personnel.

ʹͲͳ͵ʹȋʹͲͳʹ- ͶǤȌǡʹͻȋʹͲͳʹ- 28 ǤȌǡ ͻȋʹͲͳʹ- ͺǤȌǤ

Average number of employees Šƒ‰‡ǡ‹
Employee category 2013 2012 percent
Managers ͳȌ 32 27 ͳͻǡͲ
Specialists 108 90 ʹͲǡͲ
'"‡"• 228 210 ͺǡ͸
Total 368 327 12,5

Employees of the Company according to categories

ͳȌ Ǯ ǣ ǡ ǡ ǡ Divisions.

On 31 December 2013 the Company employed 71 percent of males and 29 percent of females. This is due to the Company's activities: traditionally engineering-technical works and hard work outdoors is preferred by males. The average age of ͶͷǤǡǡ graphs below.

Payroll system

̵ ǡ employees whose skills and work results will help the Company to successfully develop its mission and achieve business objectives at the lowest cost.

˜‡"ƒ‰‡'–ŠŽ›•ƒŽƒ"›ȋ‰"'••Ȍǡ
Employee group 2013 2012
Managers ͳȌ 10.842 10.959
Specialists 5.082 4.969
'"‡"• 3.465 3.547
Total 3.986 3.973
Average monthly salary according to employee groups

Notes:

ͳȌ Ǯǣ ǡǡǡ Ǥ ʹͲͳ͵ Ͷǡͳ ͳ͵ͳ employee per year.

ʹȌThe average monthly salary includes accumulated annual bonuses for the specified period.

Employee's remuneration consists of: the compensation for the work done - ǡǡ ǡ Ǣbenefits unrelated to the direct work - ǡ received benefits in non- ǯǡ ǡ ǡ ǡǡ to the gym and so on.

The Company has implemented the procedures for employee performance evaluation and bonus allocation. Employee performance management is one of the most important management and effective leadership techniques that help achieve the organizational goals and create positive relationships between managers and their subordinates that allow planning employees' career and increasing their motivation. An annual interview at the Company is a tool for employee performance management that ensures that employees' personal goals are set in accordance with the Company's goals. The annual interview helps to assess the employee's goal achievement as well as set new goals and form the feedback culture between a supervisor and a subordinate. During the ǡ ǡ discussed.

In September 2013 the Company's requested Alliance Recruitment UAB to conduct the staff survey to determine the level of employee satisfaction with the work environment and the Company and the level of engagement as well as to improve relevant areas and working conditions of employees. Employee opinion survey revealed that 70.48 percent of employees are satisfied with their work environment and the Company itself. The overall average employee satisfaction index in Lithuanian manufacturing companies is about 50-55 percent. The study results showed that people highly value the quality of relationships with co-workers and supervisors; they have no hesitations that they do tǡ ǡ-ǡǡǤ

The Company's management payroll system

All Companies employment agreements with the ǡǡ the requirements of the Labour Code of the Republic of Lithuania. Employees are employed and laid off following requirements of the Labour Code.

The Board approves the provisions for p ǡǡǤ Board of Company also approve the monthly fixed part and a variable part for the Company's management. According to the ǡy is paid based on the quarterly results only if set goals are achieved. The Company does not provide for the change periodicity of set fixed and variable management remuneration components.

ǯ ǡǡ and Heads of Divisions are calculated in accordance with Ǥ ǡ for these employees depends on both the Company's financial and personal achieved results. There are no compensation agreements for the management of the Company that could be paid in case they leave the Company.

The Collective Agreement

The Company has a Collective Agreement. In the Collective Agreement it is specified that the Company's employee's ǣȋͳȌ– ȋ ȌȋʹȌariable part – a bonus to a monthly salary and a wage which comes in two types: bonuses for quarterly and monthly performance. Also the Collective Agreement provides for the following additional social guarantees:

  • 9 An annual one-time allowance equal to 2.5 MM is paid before the school year on 1 September to an employee raising three or more children under the age of 18;
  • 9 A funeral allowance equal to 1.5MM is paid to the employees of the Company after the death of a family member ȋǡǡǡȌǢ
  • 9 A one-time funeral allowance is paid to the family of a deceased employee;
  • 9 A one-time allowance equal to 2 MM is paid to an employee for the birth of a child on a day of his/her birth;
  • 9 Anniversary allowances equal to 1 MM are paid to the e ȋͷͲǡ ͲǡͲȌǢ

9 Other allowances are paid based the decisions of Administration in the following cases: employee's difficult material ǡǡǡǡǤ

During 2013 60 employees were awarded these social benefits.

Development of Competencies

The Company organizes two types of trainings for employees:

  • 9 The Company continually instructs and teaches safe working methods to all employees. Introductory safety and ǡ Department of the Company. During 201͵ ʹͷ Ǥ ǡ practices that help practice for emergency response are periodically conducted. Personnel from other companies that perform contractual works on the property of the Company are instructed about set requirements for health and ǡ ȋ ʹͲͳ͵ ͳǡͲͶ͵ ȌǤ
  • 9 The general trainings for the development of competencies of employees are performed by sending staff to the seminars and conferences organized by external parties.

Health of employees

The Company is one of the few companies in Lithuania that has a licensed infirmary. It provides the immediate first aid and initial preventive practical and theoretical health support. A range of physiotherapy treatments are provided based on the doctor's referral. Physical medicine and rehabilitation room with modern and approved practice-proven equipment is set in the infirmary. Employees are provided with free vaccines against tick-ǡǡǤ 2013 69 employees were vaccinated. In its rehabilitation centre the Company from its own funds organizes preventive rehabilitation treatment to the employees that work in the increased pollution conditions. During 2013 these services were used by 68 employees.

In 2013 ͶȋȌȋͳͲͺȌǤ

SOCIAL RESPONSIBILITY OF THE COMPANY

ǡǤstrives to become a reliable social partner and contribute to solving of important social problems. The funds allocated for support first of all are ǡǡ ǡ Ǥ ʹͲͳ͵ͺͷȋʹͲͳʹ– ͷͻȌǤ

The Company sponsors significant cultural centres of the Lithuania region – ǡ Ǥ It has ǡ ǡ Ǥ ǯǣDz dzǡy care ǡ·ǯcentreǡ·Ǥ Ǣ Dz~·dzǡǡǡ· – ā- the organized Dz ó÷æ·DzǤ

· developed. In 2013 Vytautas ǡ · ǡ ǡ ǡ a ·ʹͲͳ͵Ǥ

Environment protection has always been one of the Company's priorities. The Company allocates significant funds for ǡ fulfilling all the environmental protection requirements set for the oil terminal. See more activities concerning environment protection as the paragraph "Environment protection".

The Company gives significant importance to occupational safety. The work places are being modernized and additional funds are allocated for individual safety means which are provided for in the Collective Agreement. Safety training sessions are ǡ accident prevention and work supervision is constantly performed. The Company puts efforts to create a safe and healthy work environment.

The Company is one of few Lithuanian companies which have a certified medical aid centre. The first medical aid and the first preventive practical and theoretical aid of health are rendered there. Different physiotherapeutic treatments are performed according to doctor's referral letter. Physical medicine and rehabilitation cabinet with the up-to-date equipment was esta Ǥ ǡ ǡ other diseases. The Company at its own expense arranges for a preventive – rehabilitation treatment at a rehabilitation centre "TulpedzæǤ

ʹͲͳͳǡ ǡǡǤ

REFERENCES AND ADDITIONAL EXPLANATIONS ABOUT FINANCIAL STATEMENTS

All the financial data in this Annual Report have been audited and accounted for according to the International Financial Reporting Standards.

This annual report and financial statements are prepared in accordance to the requirements set in the Resolution of the ͳͶ
ʹͲͳͲǡǤͳͲͷʹDz the approval of the transparency guidelines and appointing of the coordinating institution dzȋǡʹͲͳͲǡǤͺͺ-4637; ʹͲͳʹǡǤ ͵Ͳ-ͳ͵ͻͻȌ Resolution of the Government of the Republic of Lithuania dated
ʹͲͳʹǡǤ ͷ Dz procedure approval of the implementation of the State property and non-property rights in the State managed entities" ȋ ǡʹͲͳʹǡǤ-͵͵ͻͶȌ.

OTHER INFORMATION

Procedure of changing Articles of Association

ǡe Republic of Lithuania. Changes in the Articles of Association can be made by the General Meeting of Shareholders.

Transactions with related parties

The Company did not have any transactions or agreements with the members of its Supervisory Board and the Board. More information regarding transactions with related Parties is presented in the Notes to the Financial Statements for 2013.

Information about the audit

ǡǯǡ ǡ notes for the years ended 31 ʹͲͲͺǡ͵ͳʹͲͲͻǡ͵ͳʹͲͳͲǡ͵ͳʹͲͳͳǡ͵ͳʹͲͳʹ͵ͳʹͲͲͻǤ ͵ͲʹͲͳ͵ ǡl statementsǡ year ended 31 December 2013. Shareholders authorized General Manager to sign the audit contract addressing the total amount for the services of LTL 57 thousand excluding VAT.

CONFIRMATION OF RESPONSIBLE PERSONS

Following Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Preparation and Submission of Periodic and Additional Information of the ǡ ǡ ǡ · ABǡ ǡDirector of Finance and Administrative Department o · ABǡ Asta Sedlauskien·ǡInterim Head of Accounting Department · Nafta ABǡ the above-·AB for 2013 gives a true and fair view of the business development and ǡǤ

General Manager Rokas Masiulis

Director of Finance and Administrative Department æ

Interim Head of Accounting Department ·

·

÷ǤͳͻǡǤȀb. 81 91003 ·-C ǤΪ͵ͲͶ͵ͻͳʹǡ Fax. +370 46 311399 E-mail: [email protected]

Annex to the annual report

8 DISCLOSURE CONCERNING THE COMPLIANCE WITH THE GOVERNANCE CODE FOR THE COMPANIES LISTED ON REGULATED MARKET IN 2013

·ʹͳ͵ʹͶǤͷe Listing Rules of the NASDAQ OMX AB ȋring the NASDAQ OMX AB Vilnius Board meeting on 25 May 2012< Minutes No. 12-ͷͳȌ ȋ Ȍǡ ǡǤ

PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
Principle I: Basic Provisions
The overriding objective of a company should be to operate in common interests of all the shareholders by optimizing
over time shareholder value.
1.1. The company should adopt and make public
the
company's
development
strategy
and
objectives by clearly declaring how the company
intends to meet the interests of its shareholders
and optimize shareholder value.
Yes Ї†‡˜‡Ž''‡–•–"ƒ–‡‰›ƒ†'"Œ‡…–‹˜‡•'ˆ 8
NAFTA AB have been set up in its internal documents
ȋ—ƒŽ ‡''"– 'Žƒ…‡† '—"Ž‹…Ž› ' –Ї ™‡"•‹–‡ 'ˆ
NASDAQ OMX AB ‹Ž‹—•Ȍ ƒ……'"†‹‰ –' –Ї •‡'ƒ"ƒ–‡
directions and objectives of its activities. The Company
updates its development plans subject to the situation
on the market as well as to the changes in the
"‡‰—Žƒ–'"›‡˜‹"'‡–ǡ†‡…Žƒ"‹‰Š'™‹–'Žƒ•–'ƒ…–‹
the
interests
of
the
shareholders
and
increase
shareholders' equity.
In accordance with requirements of the resolution by
the Government No. 655 of 06 06 2Ͳͳʹǡ –Ї…''ƒ›̵•
ƒ"–‹…އ•
™‡"‡
•—''އ‡–ǡ
'"'˜‹†‹‰
™Š‹…Š
–Ї
Company's objectives are long-–‡" ȋ•–"ƒ–‡‰‹…Ȍ ƒ†
short-–‡" ȋ–ƒ…–‹…ƒŽȌǡ ƒ† ‡•–ƒ"Ž‹•Š‹‰ –Šƒ– '‡ 'ˆ –Ї
main objectives of the Company is the adequate return
of the invested capital of the shareholders.
The Articles of Association of the Company are
publically announced on AV NASDAQ OMX Vilnius Stock
š…Šƒ‰‡̵• ™‡"•‹–‡ǡ ƒ……'"†‹‰ –' –Ї '"'…‡†—"‡•
defined for the companies listed on the regulated
market.
1.2. All management bodies of a Company should
act in furtherance of the declared strategic
objectives in view of the need to optimize
shareholder value.
Yes The General Meeting of Shareholders and the Board of
–Ї ''ƒ› ƒ†''– –Ї ƒ‹ •–"ƒ–‡‰‹… "‡•'Ž—–‹'•ǡ
influencing optimization of the shareholder value
ȋ•‡'ƒ"ƒ–‹' 'ˆ –Ї ˆ—…–‹'• 'ˆ ''ƒ›ǯ• ''‡"ƒ–‹'ǡ
‡•–ƒ"Ž‹•Š‡– 'ˆ •—"•‹†‹ƒ"‹‡•ǡ '–Ї" ƒ…–‹'• ''–‹‹œ‹‰
effectiveness of the Company'•''‡"ƒ–‹'ƒ†‹–•'"'ˆ‹–ȌǤ
—"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї General Meeting of
Shareholders of the Company and the Board adopted a
number
of
decisions
ensuring
the
adequate
implementation of the primary implemented objective
of the Company with strategic meaning for national
security –
the construction and preparation for
''‡"ƒ–‹' 'ˆ –Ї Ž‹"—‡ˆ‹‡† ƒ–—"ƒŽ ‰ƒ• ȋ
Ȍ –‡"‹ƒŽǤ
This project is also focused on the creation of additional
value for shareholders' property. During the year under
"‡˜‹‡™ǡ –Ї Company also adopted decisions to
additionally invest into increase of the authorized
capital of BALTPOOL UAB.
The Company's Supervisory Board and its advisory
"'†›ǡ—†‹–'‹––‡‡Šƒ˜‡‡•—"‡†ƒ…–‹˜‡'‹–'"‹‰
and
supervision
of
the
Company's
activity
implementing LNG terminal project.
1.3. The company's supervisory and management
bodies should act in close co-operation in order
to attain maximum benefit for the company and
its shareholders.
Yes Ї ''ƒ›̵• —'‡"˜‹•'"› 'ƒ"†ǡ‹–• ƒ†˜‹•'"› "'†›-
—†‹– '‹––‡‡ǡ –Ї ''ƒ›̵• 'ƒ"† ƒ† –Ї
Company's Chief Executive Officers implement this
recommendation.
The documents regulating the
activities of the management and supervisory bodies
were approved providing the principles and procedures
for
the
cooperation
between
the
Company's
ƒƒ‰‡‡– ƒ† •—'‡"˜‹•'"› "'†‹‡•ǡ ƒ† "‡‰—Žƒ"
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
supervision and control carried out by the supervisory
bodies additionally ensure the proper functioning of the
governing bodies in order to maximize the benefit for
–Ї…''ƒ›ƒ†‹–••Šƒ"‡Š'ކ‡"•Ǥ ˆ‡…‡••ƒ"›ǡ‰‡‡"ƒŽ
‡‡–‹‰• ƒ"‡ '"‰ƒ‹œ‡†ǡ ™Š‡"‡ –Ї ‡"‡"• 'ˆ –Ї
''ƒ›̵• 'ƒ"†ǡ —'‡"˜‹•'"› 'ƒ"†ǡ ƒ† —†‹–
Committee are invited.
1.4. The company's supervisory and management
bodies should ensure that the rights and
interests of persons other than the company's
•Šƒ"‡Š'ކ‡"•
ȋ‡Ǥ‰Ǥ
‡'Ž'›‡‡•ǡ
"‡†‹–'"•ǡ
•—''Ž‹‡"•ǡ…Ž‹‡–•ǡŽ'…ƒŽ…'—‹–›Ȍǡ'ƒ"–‹…‹'ƒ–‹‰
‹ '" …'‡…–‡† ™‹–Š –Ї …''ƒ›ǯ• ''‡"ƒ–‹'ǡ
are duly respected.
Yes The Company's bodies respect the rights and interests
of the persons participating in or connected with the
Company's operation:
1. Employees – since its establishment the Company has
been cooperating and performing social partnership
with the represe–ƒ–‹˜‡•'ˆ‹–•‡'Ž'›‡‡•ȋ–Ї'ƒ"†'ˆ
the Company by its resolutions assigns additional
means for the execution of the Collective Agreement
ƒ†‡š–"ƒ•–‹—Žƒ–‹''ˆ–Ї‡'Ž'›‡‡•ǡ‡–…ǤȌǢ
2. Creditors - the Company takes on and fulfils its
financial and other obligations in accordance with the
budget approved by the Board of the Company and the
LNG
terminal
project
investment
financing
plan
provided within it;
3. suppliers –
the Company's Boards adopts the
decisions on the conclusion of the contracts with the
•—''Ž‹‡"•ǡ ƒŽ•' ' ƒ''"'˜ƒŽ ƒ† …Šƒ‰‡ 'ˆ –Ї ƒ‹
conditions of these contracts in the cases defined in the
Articles of Association;
4. clients –the Company's Boards adopts the decisions
on the approval of the conditions of the contracts
concluded with the clients and approves the minimum
prices and service rates for loading of oil products in
the cases defined in the Articles of Association;
ͷǤ–Ї"'‡"•'•ȋŽ'…ƒŽ…''ƒ›Ȍ– by the resolution of
the meeting of shareholders part of the Company's
'"'ˆ‹– ‹• ƒ—ƒŽŽ› †‡†‹…ƒ–‡† –' •—'''"– ȋ•'…‹ƒŽǡ ƒ"–ǡ
—Ž–—"ƒŽǡ •''"–• ƒ…–‹˜‹–‹‡•ǡ ‡–…ǤȌǤ Ї ''ƒ›̵• 'ƒ"†
adopts the decisions on the support exceeding LTL 50
thousand according to the principle of the prioritized
support for Klaipeda region and focusing on the support
to be annually dedicated for both local company and
institutions
and
organizations
located
near
the
Company.
"‹…‹'އ ǣЇ…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'" The corporate governance framework should ensure the strategic guidance of the company, the effective oversight of

the company's management bodies, an appropriate balance and distribution of functions between the company's bodies, protection of the shareholders' interests.

2.1. Besides obligatory bodies provided for in the
Law on Companies of the Republic of Lithuania –
a General Meeting of Shareholders and the chief
‡š‡…—–‹˜‡ 'ˆˆ‹…‡"ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– ƒ
company
should
set
up
both
a
collegial
supervisory body and a collegial management
body. The setting up of collegial bodies for
supervision and management facilitates clear
separation of management and supervisory
ˆ—…–‹'• ‹ –Ї …''ƒ›ǡ ƒ……'—–ƒ"‹Ž‹–› ƒ†
'–"'Ž' –Ї'ƒ"–'ˆ –Ї…Š‹‡ˆ‡š‡…—–‹˜‡'ˆˆ‹…‡"ǡ
™Š‹…Šǡ‹‹–• –—"ǡ ˆƒ…‹Ž‹–ƒ–‡ ƒ '"‡ ‡ˆˆ‹…‹‡– ƒ†
transparent management process.
Yes The Company has set up a collegial supervisory body -
the Supervisory Board and a collegial management
body - the Board of the Company. According to the
decision of the Supervis'"›'ƒ"†ǡ–Їƒ†˜‹•'"›"'†›'ˆ
–Ї —'‡"˜‹•'"› 'ƒ"†ǡ ‹Ǥ‡Ǥ –Ї —†‹– '‹––‡‡ǡ ™ƒ•
also created within the Company.
2.2. A collegial management body is responsible
for the strategic management of the company
and performs other key functions of corporate
governance.
A collegial supervisory body is
responsible for the effective supervision of the
company's management bodies.
Yes The Supervisory Board of the Company is responsible
for the effective supervision of the activities of the
Company's maƒ‰‡‡– "'†‹‡• ȋ‹– ‡Ž‡…–• ƒ† "‡…ƒŽŽ•
members of the Board; should the Company operate in
the red it should discuss fitness of the members for the
position; it supervises the activities of the Board and
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
ʹǤ͵ǤЇ"‡ƒ…''ƒ›…Š''•‡• –' ˆ'"'Ž›'‡
'ŽŽ‡‰‹ƒŽ "'†›ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– ‹– •Š'—ކ
"‡ƒ•—'‡"˜‹•'"›"'†›ǡ‹Ǥ‡Ǥ–Ї•—'‡"˜‹•'"›"'ƒ"†Ǥ
 •—…Š ƒ …ƒ•‡ǡ –Ї •—'‡"˜‹•'"› "'ƒ"† is
Not applicable the Chief Executive Officer; submits proposals and
comments to the General Meeting of Shareholders
"‡‰ƒ"†‹‰ –Ї•–"ƒ–‡‰›'ˆ –Ї''ƒ›ǯ•''‡"ƒ–‹'ǡ –Ї
activities of the Board and the Chief Executive Officer;
performs other activities attributed to it by the laws and
'–Ї"އ‰ƒŽƒ…–•ȌǤ
The Board of the Company is responsible for the
effective
strategic
management
of
the
Company
ȋƒ''"'˜‡• –Ї •–"ƒ–‡‰› 'ˆ ‹–• ''‡"ƒ–‹'Ǣ ƒ''"'˜‡• –Ї
ƒ—ƒŽ "—†‰‡–ǡ ƒ—ƒŽ ''Ž‹…› 'Žƒ ƒ† ''‡"ƒ–‹'ƒŽ
'"Œ‡…–‹˜‡•ǡ ˆ—†• ‹˜‡•–‡– '"'…‡†—"‡ǡ ƒ†''–• –Ї
most relevant resolutions provided for by the legal acts
"‡‰ƒ"†‹‰…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'"ǡ•‹‰‹ˆ‹…ƒ–
–"ƒ•ƒ…–‹'•ǡ "‡ƒŽ‹œƒ–‹' 'ˆ "‹‰Š–• 'ˆ –Ї ‡‰ƒŽ –‹–›̵•
‡"‡"™‹–Š‹ –Ї …''ƒ‹‡• —†‡" …'–"'Žǡ †‹ˆˆ‡"‡–
'‹–‡–•ǡ‡–…ǤȌǤ
The Company's Audit Committee performs the assigned
by
the
Supervisory
Board
separate
supervisory
ˆ—…–‹'• ȋ'‹–'"• ƒ† •—'‡"˜‹•‡• –Ї '"‡'ƒ"ƒ–‹' 'ˆ
Company's financial reports and the processes of the
ƒ—†‹–ǡ…ƒ""‹‡•–ЇƒƒŽ›•‹•'ˆ–Ї•›•–‡•ˆ'"–Ї‹–‡"ƒŽ
'–"'Ž ƒ† "‹• ƒƒ‰‡‡–ǡ ‡nsures the existing
•›•–‡ˆ'"‹–‡"ƒŽ…'–"'Žƒ†"‹•ƒƒ‰‡‡–ȌǤ
The Company has set up a collegial supervisory body -
the Supervisory Board and a collegial management
body - the Board of the Company.
responsible for the effective monitoring of the
functions performed by the company's chief
executive officer.
2.4. The collegial supervisory body to be elected
by the General Meeting of Shareholders should be
set up and should act in the manner defined in
"‹…‹'އ• ƒ† Ǥ Ї"‡ ƒ …''ƒ› •Š'—ކ
decide not to set up a collegial supervisory body
"—– "ƒ–Ї" ƒ …'ŽŽ‡‰‹ƒŽ ƒƒ‰‡‡– "'†›ǡ ‹Ǥ‡Ǥ –Ї
"'ƒ"†ǡ "‹…‹'އ• ƒ† •Š'—ކ ƒ''Ž› –' –Ї
board as long as that does not contradict the
essence and purpose of this body.
Yes Taking into account the specific character of the
''ƒ›ǯ•''‡"ƒ–‹'ǡ‹–‹••–"‹…–Ž›"‡‰—Žƒ–‡†"›–Їއ‰ƒŽ
acts and supervised by the respective state institutions.
Therefore in the process of decision-making by the
bodies of the Company the transparency of the
decision-ƒ‹‰ǡ –Ї‹" ‡ˆˆ‡…–‹˜‡‡•• ‹• ‡•—"‡†Ǣ –Ї
principles of non-discrimination of the Company's
ȋ‡š'‡•‡•Ȍ-reduction
and
other
Ž‹‡–•ǡ

'•–•
principles are realized.
The Company has an Audit Committee created
ƒ……'"†‹‰–'–Ї†‡…‹•‹''ˆ–Ї—'‡"˜‹•'"›'ƒ"†ǡ™‹–Š
the assigned separate supervisory functions – refer to
the comment in item 2.2 above. The Company does not
have
specialized
designation
and
remuneration
committees.
2.5. Company's management and supervisory
bodies should comprise such number of board
ȋ‡š‡…—–‹˜‡ †‹"‡…–'"•Ȍ ƒ† •—'‡"˜‹•'"› ȋ'-
‡š‡…—–‹˜‡ †‹"‡…–'"•Ȍ "'ƒ"† ‡"‡"• –Šƒ– '
individual or small group of individuals can
dominate decision-making on the part of these
bodies.
Yes The Board of the Company is comprised of five
members elected by the Supervisory Board1.
The Supervisory Board is comprised of three members
elected by the General Meeting of Shareholders of the
Company.
The Audit Committee of the Company is comprised of
three members elected by the Supervisory Board.
None of the Company's management or supervisory
bodies are comprised of that number of members that a
separate person or group of persons could dominate
them adopting the decisions.
2.6. Non-executive directors or members of the
supervisory board should be appointed for
specified terms subject to individual re-‡Ž‡…–‹'ǡ
at maximum intervals provided for in the
Yes The opportunity to recall both separate members of
collegial bodies and the whole collegial body in corpore,
before the end of the term of officeis provided in the
documents regulating activity of the management and

1 Note: During the period from 20/03/2013 to 31/12/2013 and including, 4 and 5 Board members were elected and acting in the Company.

PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
Lithuanian legislation with a view to ensuring
necessary
development
of
professional
experience
and
sufficiently
frequent
reconfirmation of their status. A possibility to
remove them should also be stipulated however
this procedure should not be easier than the
removal procedure for an executive director or a
member of the management board.
supervisory bodies and the Company's Articles of
Association.
Ї'ƒ"†‡"‡"•ȋ'‡'"ƒŽŽȌŠƒ˜‡–Ї"‹‰Š––'"‡…ƒŽŽ
–Ї —'‡"˜‹•'"› 'ƒ"†ǡ ƒ† –Ї General Meeting of
Shareholders has the right to recall the Supervisory
'ƒ"†‡"‡"•ȋ'‡'"ƒŽŽȌǤ
The members of the Supervisory Board are elected for
the maximum term of four years provided for in the
Law on Companies of the Republic of Lithuania. There
are no limitations for re-election of the members;
Š'™‡˜‡"ǡ –Ї "‡•–"‹…–‹'• ' –Ї …ƒ†‹†ƒ–‡• –' –Ї
Supervisory Board are applied according to the
applicable legal acts ensuring an appropriate rotation of
–Ї‡"‡"•'ˆ–Ї•‡"'†‹‡•ǡ‡…‡••ƒ"›†‡˜‡Ž'pment of
their
professional
experience
and
rather
often
additional approval of their status.
Audit Committee corresponds to the term of office of
the Supervisory Board by which it was elected and
which can also recall it before the end of the term of
office.
Š—•ǡ –Ї '"'…‡†—"‡ 'ˆ "‡…ƒŽŽ 'ˆ –Ї ‡"‡"• 'ˆ –Ї
Company's supervisory bodies is not easier than the
procedure of dismissal of the Company's Executive
‹"‡…–'"ȋ
‡‡"ƒŽƒƒ‰‡"Ȍ'"–Ї'ƒ"†‡"‡"Ǥ
2.7. Chairperson of the collegial body elected by
the General Meeting of Shareholders may be a
person whose current or past office constitutes
no
obstacle
to
conduct
independent
and
‹'ƒ"–‹ƒŽ•—'‡"˜‹•‹'ǤЇ"‡ƒ…''ƒ›•Š'—ކ
decide not to set up a supervisory board but
"ƒ–Ї" –Ї "'ƒ"†ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– –Ї
chairperson of the board and chief executive
officer of the company should be a different
person.
Former company's chief executive
officer should not be immediately nominated as
the chairperson of the collegial body elected by
the General Meeting of ShareholdersǤ Ї ƒ
company chooses to departure from these
"‡…'‡†ƒ–‹'•ǡ ‹– •Š'—ކ ˆ—"‹•Š ‹ˆ'"ƒ–‹'
on the measures it has taken to ensure
impartiality of the supervision.
Yes The Chief Executive Officer of the Company is a member
of its Board. The chairperson of the Company's Board
and the Chief Executive Officer of the Company is not
the same person2. The Chief Executive Officer of the
Company has not been a chairperson of the Company's
General Meeting of Shareholders elected by the collegial
body.
The chairperson of the Company's Supervisory Board
and its members have not been a Board member or the
Chief Executive Officer of the Company.
The chairperson of the Company's Audit Committee is
also the member of the Company's Supervisory Board.
Principle III The order of the formation of a collegial body to be elected by a General Meeting of Shareholders The order of the formation a collegial body to be elected by a General Meeting of Shareholders should ensure
representation of minority shareholders, accountability of this body to the shareholders and objective monitoring of
the company's operation and its management bodies.
3.1. The mechanism of the formation of a
collegial body to be elected by a General Meeting
of Shareholders ȋЇ"‡‹ƒˆ–‡" ‹ –Š‹• "‹…‹'އ
"‡ˆ‡""‡†–'ƒ•–ЇǮ…'ŽŽ‡‰‹ƒŽ"'†›ǯȌ•Š'—ކ‡•—"‡
objective and fair monitoring of the company's
management bodies as well as representation of
minority shareholders.
Yes The collegial body of the Company is elected following
the order established by the Law on Companies of the
Republic of Lithuania and the Articles of Association of
the Company. Additional candidates for the members
of the collegial body elected by the General Meeting of
Shareholdersǡ ƒ……'"†‹‰ –' –Ї '"'…‡†—"‡• †‡ˆ‹‡†ǡ …ƒ
be delegated by all shareholders holding the amount of
shares giving them not less than 1/20 of the total votes.
3.2. Names and surnames of the candidates to
become members of a colle‰‹ƒŽ"'†›ǡ‹ˆ'"ƒ–‹'
ƒ"'—– –Ї‹"‡†—…ƒ–‹'ǡ"—ƒŽ‹ˆ‹…ƒ–‹'ǡ'"'ˆ‡••‹'ƒŽ
"ƒ…‰"'—†ǡ
''•‹–‹'•
–ƒ‡
ƒ†
''–‡–‹ƒŽ
conflicts of interest should be disclosed early
enough
before
the
General
Meeting
of
Yes Information about the candidates to become members
of a collegial body is presented in advance publishing
this information on the website of NASDAQ OMX AB
Vilnius before the General Meeting of Shareholders or
publishing it during the meeting for the shareholders
participating in the General Meeting of Shareholders if

2 During the period from 20/03/2013 to 31/12/2013 and including, a permanent chairperson of the Board was not elected in the Company, therefore, every time one of the Board members is elected as the chairperson of the Board under the principle ad hoc, the Company's Chief Executive Officer was four times elected as the chairperson of the meeting ad hoc.

PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
Shareholders so that the shareholders would have
sufficient time to make an informed voting
decision.
All factors affecting the candidate's
‹†‡'‡†‡…‡ǡ–Ї•ƒ'އŽ‹•–'ˆ™Š‹…Š‹••‡–'—–
‹‡…'‡†ƒ–‹'͵Ǥ͹ǡ•Š'—ކ"‡ƒŽ•'†‹•…Ž'•‡†Ǥ
The collegial body should also be informed on
any
subsequent
changes
in
the
provided
information. Ї…'ŽŽ‡‰‹ƒŽ"'†›•Š'—ކǡ'›‡ƒ"Ž›
"ƒ•‹•ǡ …'ŽŽ‡…– †ƒ–ƒ '"'˜‹†‡† ‹ –Š‹• ‹–‡ ' ‹–•
members and disclose this in the company's
annual report.
the shareholders holding the amount of shares giving
them not less than 1/20 of the total votes delegate the
additional candidate for the members of Company's
Bodies during the meeting. All members of the collegial
bodies must immediately inform the body by which
they
we"‡
ƒ'''‹–‡†
ȋ‡Ž‡…–‡†Ȍ

ƒ›
‡™
‹"…—•–ƒ…‡• –Šƒ–ƒ›އƒ† –' –Ї …'ˆŽ‹…– 'ˆ‹–‡"‡•–ǡ
and for this purpose they submit declarations about the
absence of conflict of interest and are obliged to
immediately inform the body by which they were
elected of any new circumstances that may lead to the
conflict of interest.
The Company informs the public of the positions by the
collegial body in its annual and six month interim
report in order that the Company's shareholders and
interested persons be informed of
the important
changes of the members of the Company's bodies.
3.3. Should a person be nominated for members
'ˆ ƒ …'ŽŽ‡‰‹ƒŽ "'†›ǡ •—…Š '‹ƒ–‹' •Š'—ކ "‡
followed by the disclosure of information on
candidate's particular competences relevant to
his/her service on the collegial body. In order
shareholders and investors are able to ascertain
whether
member's
competence
is
further
"‡Ž‡˜ƒ–ǡ –Ї …'ŽŽ‡‰‹ƒŽ "'†› •Š'—ކǡ‹‹–• ƒ—ƒŽ
"‡''"–ǡ
†‹•…Ž'•‡
–Ї
‹ˆ'"ƒ–‹'

‹–•
composition and particular competences of
individual members which are relevant to their
service on the collegial body.
Yes All applicants for the Company's collegial body
members shall in advance submit their CVs and
declarations of interests to the Company's body that
elects them.
The objective is that the skills of a
particular candidate were related directly to the work
in the correspondent collegial body.
The
information
about
the
composition
of
the
Company's collegial bodies and the specific directly
related competences of their members was publicly
disclosed to the shareholders on 24 05 2012 on
NASDAQ OMX AB Vilnius Stock Exchange website by
distributing the circular about the additional shares of
Klaipedos Nafta AB providing the information indicated
above and in the Company's report of 2012. The
company anticipates the improvements of the means of
information distribution to the investors additionally.
3.4. In order to maintain a proper balance in
terms of the current qualifications possessed by
‹–•‡"‡"•ǡ–Ї…'ŽŽ‡‰‹ƒŽ"'†›should determine
its desired composition with regard to the
''ƒ›ǯ••–"—…–—"‡ƒ†ƒ…–‹˜‹–‹‡•ǡƒ†Šƒ˜‡–Š‹•
periodically evaluated. The collegial body should
‡•—"‡–Šƒ–‹–‹•…'''•‡†'ˆ‡"‡"•™Š'ǡƒ•ƒ
™Š'އǡŠƒ˜‡–Ї"‡"—‹"‡††‹˜‡"•‹–›'ˆ'™Ž‡†‰‡ǡ
judgment and experience to complete their tasks
'"''‡"Ž›Ǥ Ї‡"‡"• 'ˆ –Їƒ—†‹– …'‹––‡‡ǡ
'ŽŽ‡…–‹˜‡Ž›ǡ•Š'—ކŠƒ˜‡ƒ"‡…‡–'™Ž‡†‰‡ƒ†
"‡Ž‡˜ƒ– ‡š'‡"‹‡…‡ ‹ –Ї ˆ‹‡Ž†• 'ˆ ˆ‹ƒ…‡ǡ
accounting and/or audit for the stock exchange
listed companies.
Yes The collegial body ensures that its members are
competent
however
periodic
evaluation
is
not
performed.
The Company ensures the diversity of
'™Ž‡†‰‡ǡ''‹‹'•ƒ†‡š'‡"‹‡…‡‹–Ї…'''•‹–‹'
of the collegial bodies by including the independent
members with relevant knowledge and experience. The
members of the Company's Audit were appointed
ˆ'…—•‹‰'–Šƒ–ƒ•ƒ™Š'އǡ–Ї—†‹–'‹––‡‡•Š'—ކ
have recent knowledge and experience in the fields of
ˆ‹ƒ…‡ƒ†ƒ……'—–‹‰ǡƒ†ȋ'"Ȍƒ—†‹–‹–Ї…'panies
listed on the regulated market.
3.5. All new members of the collegial body should
be offered a tailored program focused on
‹–"'†—…‹‰ ƒ ‡"‡" ™‹–Š Š‹•ȀЇ" †—–‹‡•ǡ
corporate organization and activities.
The
collegial body should conduct an annual review
to identify fields where its members need to
update their skills and knowledge.
Not applicable The members of the collegial body are regularly
informed at its meetings and individually if required
ƒ"'—– –Ї ''ƒ›ǯ• ''‡"ƒ–‹' ƒ† ‹–• …Šƒ‰‡•ǡ ƒ"'—t
–Ї ‡••‡–‹ƒŽ …Šƒ‰‡• 'ˆ –Ї އ‰ƒŽ ƒ…–•ǡ "‡‰—Žƒ–‹‰ –Ї
''ƒ›ǯ• ''‡"ƒ–‹'ǡ ƒ† 'ˆ '–Ї" …‹"…—•–ƒ…‡•
influencing its operation.
Up to now there has been neither need nor practice in
the Company to offer a special tailored program focused
on introducing all new members of the Board and the
—'‡"˜‹•'"›
'ƒ"†
™‹–Š
–Ї‹"
†—–‹‡•ǡ
'"''"ƒ–‡
organization and activities and to organize annual
‡šƒ‹ƒ–‹'•Ǥ'™‡˜‡"ǡ –Ї ''ƒ›̵• …Š‹‡ˆ ‡š‡…—–‹˜‡
officers personally inform and introduce the Company's
organization and activity to the new members of the
collegial bodies.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
3.6. In order to ensure that all material conflicts
of interest related with a member of the collegial
"'†› ƒ"‡ "‡•'Ž˜‡† '"''‡"Ž›ǡ –Ї …'ŽŽ‡‰‹ƒŽ "'†›
should
comprise
a
sufficient
number
of
independent members.
Yes Since over 70 per cent of the Company's shares are
owned by the State represented by the Ministry of
…''›'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒǡ–ЇƒŒ'"'ƒ"–'ˆ
the members of the Supervisory Board are elected by
the General Meeting of Shareholders taking into account
interests of the controlling shareholder. The Company's
"–‹…އ•'ˆ••'…‹ƒ–‹''"'˜‹†‡–Šƒ–ǡ™Š‡‡˜‡"''••‹"އǡ
†—"‹‰ –Ї ‡Ž‡…–‹'• 'ˆ –Ї —'‡"˜‹•'"› 'ƒ"†ǡ ƒ– އƒ•–
1/3 of the Supervisory Board members shall be
indepe†‡–ǡƒ•™‡ŽŽƒ•–Šƒ–ƒ–އƒ•–'‡‡"‡"'ˆ–Ї
Audit Committee shall be independent.
—"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї ''ƒ›̵• 'ƒ"†
Šƒ† ʹ ‹†‡'‡†‡– ‡"‡"• ȋ'—– 'ˆ ͶȌǡ —†‹–
'‹––‡‡Šƒ†ʹ‹†‡'‡†‡–‡"‡"•ȋ'—–'ˆ͵Ȍǡƒ†
the Supervisory Board Šƒ†ͳ‹†‡'‡†‡–‡"‡"ȋ'—–
'ˆ͵ȌǤ
3.7. A member of the collegial body should be
considered to be independent only if he is free of
ƒ› "—•‹‡••ǡ ˆƒ‹Ž› '" '–Ї" "‡Žƒ–‹'•Š‹' ™‹–Š
–Ї …''ƒ›ǡ ‹–• …'–"'ŽŽ‹‰ •Šƒ"‡Š'ކ‡" '" –Ї
ƒƒ‰‡‡– 'ˆ ‡‹–Ї"ǡthat creates a conflict of
interest such as to impair his judgment. Since all
cases when member of the collegial body is likely
–' "‡…'‡ †‡'‡†‡– ƒ"‡ ‹''••‹"އ –' Ž‹•–ǡ
'"‡'˜‡"ǡ
"‡Žƒ–‹'•Š‹'•
ƒ†
‹"…—•–ƒ…‡•
associated
with
the
determination
of
independence may vary amongst companies and
the best practices of solving this problem are yet
–' ‡˜'Ž˜‡ ‹ –Ї …'—"•‡ 'ˆ –‹‡ǡ ƒ••‡••‡– 'ˆ
independence of a member of the collegial body
should be based on the contents of the
relationship and circumstances rather than their
form. The key criteria for identifying whether a
member of the collegial body can be considered
to be independent are the following:
He/she is not an executive director or
ͳȌ
‡"‡"'ˆ –Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡†
by the General Meeting of Shareholders is the
•—'‡"˜‹•'"› "'ƒ"†Ȍ 'ˆ –Ї …''ƒ› '" ƒ›
associated company and has not been such
during the last five years;
He/she is not an employee of the
ʹȌ
company or some any company and has not been
•—…І—"‹‰–ЇŽƒ•––Š"‡‡›‡ƒ"•ǡ‡š…‡'t for cases
when a member of the collegial body does not
belong to the senior management and was
elected to the collegial body as a representative
of the employees;
He/she is not receiving or has been not
͵Ȍ
receiving significant additional remuneration
from the company or associated company other
than remuneration for the office in the collegial
body.
Such additional remuneration includes
participation in share options or some other
performance based pay systems; it does not
include compensation payments for the previous
'ˆˆ‹…‡ ‹ –Ї …''ƒ› ȋ'"'˜‹†‡† –Šƒ– •—…Š
'ƒ›‡–‹•'™ƒ›"‡Žƒ–‡†™‹–ŠŽƒ–‡"''•‹–‹'Ȍƒ•
'‡"
'‡•‹'
'Žƒ•
ȋ‹…Ž—•‹˜‡

†‡ˆ‡""‡†
''‡•ƒ–‹'•ȌǢ
He/she is not a controlling shareholder
ͶȌ
'""‡'"‡•‡–ƒ–‹˜‡'ˆ•—…Š•Šƒ"‡Š'ކ‡"ȋ…'–"'Žƒ•
defined in the Council Directive 83/349/EEC
"–‹…އͳƒ"–ͳȌǢ
He/she does not have and did not have
ͷȌ
Yes The criteria of independence of the collegial bodies
have not been determined in the documents of the
''‡"ƒ–‹' 'ˆ –Ї ''ƒ›ǯ• …'ŽŽ‡‰‹ƒŽ "'†‹‡•ǡ Š'™‡˜‡"ǡ
the appointment of the independent members for
collegial
bodies
is
governed
by
the
applicable
"‡"—‹"‡‡–•'ˆއ‰ƒŽƒ…–ǡ‹…Ž—†‹‰–Ї"‡"—‹"‡‡–•'ˆ
the Governance Code of the companies listed on the
regulated market by NASDAQ OMX Vilnius.
In
determining whether an audit committee member may
"‡‹†‡'‡†‡–ǡ–Їƒ‹…"‹–‡"‹ƒƒ"‡ƒ''Ž‹‡†–Šƒ–™‡"‡
established by the Independency Criteria defined by the
‡"—‹"‡‡–•
ˆ'"
—†‹–
'‹––‡‡•
ȋ™‹–Š
Žƒ–‡"
ƒ‡†‡–•ƒ†•—''އ‡–•Ȍ –Šƒ–™‡"‡ƒ''"'˜‡†"›
the Resolution No. 1K-18 of the Lithuanian Securities
Commission on 21 August 2008.
The independent
‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†‹‡• ƒ"‡ǡ –''ǡ ƒ'''‹–‡†
ȋ‡Ž‡…–‡†Ȍ ‹ …''Ž‹ƒ…‡ ™‹–Š –Ї '"'˜‹•‹'• 'ˆ –Ї
paragraph 64 of the Procedure description of the
Implementation of the State Proprietary and Non
proprietary
Rights
in
State-owned
Companies
ȋƒ''"'˜‡†"›–Ї
'˜‡"‡–†‡…‹•‹''Ǥ͸͸ͷ'ˆͲ͸Ͳ͸
ʹͲͳʹȌǤ
In order to assure the independence of the candidates
ˆ'" –Ї …''ƒ›̵• …'ŽŽ‡‰‹ƒŽ "'†‹‡•ǡ ƒŽŽ …ƒ†‹†ƒ–‡• •ŠƒŽŽ
submit their declarations of interest to the appointing
ȋ‡Ž‡…–‹‰Ȍ "'†›ƒ† •ŠƒŽŽ‹‡†‹ƒ–‡Ž›‹ˆ'" –Ї "'†›
"› ™Š‹…Š –Ї› ™‡"‡ ƒ'''‹–‡† ȋ‡Ž‡…–‡†Ȍ 'ˆ ƒ› ‡™
circumstances that may lead to the conflict of interest.
The independent members of the Company's Board and
Audit Committe‡…''Ž›™‹–ŠƒŽŽ –Ї…"‹–‡"‹ƒ'"'˜‹†‡†ǡ
'"‡'˜‡"ǡ ƒ……'"†‹‰ –' –Ї …"‹–‡"‹ƒ '"'˜‹†‡†ǡ‹– …ƒ "‡
stated that independent member of the Company's
Supervisory Board member complies with the criteria
'ˆ ‹†‡'‡†‡…‡ǡ •—…Š ‡˜ƒŽ—ƒ–‹' 'ˆ ‹†‡'‡†‡…‡
basing on the relation and circumstance content not the
form.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
any
material
business
relations
with
the
company or associated company within the past
›‡ƒ" †‹"‡…–Ž› '" ƒ• ƒ 'ƒ"–‡"ǡ •Šƒ"‡Š'ކ‡"ǡ
director or superior employee of the subject
having such relationship. A subject is considered
to have business relations when it is a major
•—''Ž‹‡"
'"
•‡"˜‹…‡
'"'˜‹†‡"
ȋ‹…Ž—•‹˜‡

ˆ‹ƒ…‹ƒŽǡ
އ‰ƒŽǡ
'—•‡ŽŽ‹‰
ƒ†
'•—Ž–‹‰
•‡"˜‹…‡•Ȍǡ ƒŒ'" …Ž‹‡– '" '"‰ƒ‹œƒ–‹' "‡…‡‹˜‹‰
significant payments from the company or its
group;
͸Ȍ
‡Ȁ•Ї‹•'–ƒ†Šƒ•'–"‡‡ǡ†—"‹‰
–ЇŽƒ•– –Š"‡‡ ›‡ƒ"•ǡ 'ƒ"–‡" '" ‡'Ž'›‡‡ 'ˆ –Ї
current or former external audit company of the
company or associated company;
He/she is not an executive director or
͹Ȍ
member of the board in some other company
where executive director of the company or
‡"‡"'ˆ –Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡†
by the General Meeting of Shareholders is the
•—'‡"˜‹•'"› "'ƒ"†Ȍ ‹• '-executive director or
member of the supervisory boa"†ǡ ЇȀ•Ї ƒ›
not also have any other material relationships
with executive directors of the company that
arise from their participation in activities of
other companies or bodies;
He/she has not been in the position of a
ͺȌ
member of the collegial body for over than 12
years;
He/she is not a close relative to an
ͻȌ
‡š‡…—–‹˜‡ †‹"‡…–'" '" ‡"‡" 'ˆ –Ї "'ƒ"† ȋ‹ˆ ƒ
collegial body elected by the General Meeting of
Shareholders ‹• –Ї •—'‡"˜‹•'"› "'ƒ"†Ȍ '" –'ƒ›
person listed in above items 1 to 8. Close relative
‹• …'•‹†‡"‡† –' "‡ ƒ •''—•‡ ȋ…''-law
•''—•‡Ȍǡ…Ћކ"‡ƒ†'ƒ"‡–•Ǥ
3.8. The determination of what constitutes
independence is fundamentally an issue for the
collegial body itself to determine. The collegial
"'†› ƒ› †‡…‹†‡ –Šƒ–ǡ †‡•'‹–‡ ƒ 'ƒ"–‹…—Žƒ"
member meets all the criteria of independence
Žƒ‹††'™‹ –Š‹•'†‡ǡЇ…ƒ'–"‡…'•‹†‡"‡†
independent due to special personal or company
related circumstances.
Yes Refer to the comment regarding the item 3.7 above.
 ƒ††‹–‹'ǡ –Ї …'…‡'– 'ˆ –Ї ‹†‡'‡†‡…‡ 'ˆ –Ї
member of the Company's collegial body is defined in
the
documents
governing
the
activities
of
the
Company's collegial bodies and in the Company's
Articles of Association.
3.9. Necessary information on conclusions the
collegial body has come to in its determination of
whether a particular member of the body should
be considered to be independent should be
†‹•…Ž'•‡†Ǥ Ї ƒ '‡"•' ‹• '‹ƒ–‡† –'
"‡…'‡ ƒ ‡"‡" 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї
company should disclose whether it considers
the person to be ind‡'‡†‡–ǤЇƒ'ƒ"–‹…—Žƒ"
member of the collegial body does not meet one
or more criteria of independence set out in this
'†‡ǡ –Ї …''ƒ› •Š'—ކ †‹•…Ž'•‡ ‹–• "‡ƒ•'•
for nevertheless considering the member to be
‹†‡'‡†‡–Ǥ  ƒ††‹–‹'ǡ –Ї …''ƒ› should
annually disclose which members of the collegial
body it considers to be independent.
Not applicable Refer to the comment submitted regrading the item 3.6
above.
The Company has not yet applied in practice disclosure
of the criteria of independence of the members of
collegial bodies set out in the Code.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
͵ǤͳͲǤЇ'‡'"'"‡…"‹–‡"‹ƒ'ˆ‹†‡'‡†‡…‡
set out in this Code has not been met throughout
–Ї›‡ƒ"ǡ–Ї…''ƒ›•Š'—ކ†‹•…Ž'•‡‹–•"‡ƒ•'•
for considering a particular member of the
collegial body to be independent.
To ensure
accuracy of the information disclosed in relation
with the independence of the members of the
'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї …''ƒ› •Š'—ކ "‡"—‹"‡
independent
members
to
have
their
independence periodically re-confirmed.
Yes There have not so far been such cases in the Company
that would result in the need to apply the provided
evaluation of the independence of the members of
collegial bodies and to publish such information.
The Company regularly specify in its published
periodical reports the relation of the Company's
'ŽŽ‡‰‹ƒŽ"'†‹‡•–'–Ї''ƒ›ǡƒ•™‡ŽŽƒ•‹ˆ'"ƒ–‹'
ƒ"'—–''••‡••‹'ȋƒ"•‡…‡Ȍ'ˆ–Ї''ƒ›̵••Šƒ"‡•
The
documents
governing
the
activities
of
the
Company's collegial bodies obliges all members of
collegial bodies to inform the body which elected them
and
the
Company
immediately
of
any
new
circumstances that may lead to the conflict of interest
between them and the Company.
3.11. In order to remunerate members of a
collegial body for their work and participation in
–Ї ‡‡–‹‰• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї› ƒ› "‡
remunerated from the company's funds.
The
General Meeting of Shareholders should approve
the amount of such remuneration.
Yes Some of the members of the collegial body are
remunerated from the Company's funds for their
participation and work in the meetings. A fixed monthly
"‡—‡"ƒ–‹'‹•'ƒ‹†ǡ™Š‹…І‡'‡†•'–Їƒ…–—ƒŽ–‹‡
•'‡–ǡ"—–‹•Ž‹‹–‡†–'ƒƒš‹—'ƒ›ƒ"le amount.
The size and procedures of the reward for the
independent
members
of
the
Board
and
Audit
Committee is regulated by the corresponding decisions
of the Supervisory Board.
The General Meeting of Shareholders has a right to
the work of independent
"‡™ƒ"† ȋ'ƒ› –ƒ–‹‡‡•Ȍ
members of the Supervisory board members for their
work participation in the meetings of the Supervisory
but only using the net profit and in compliance with
applicable legal acts and the Company's Articles of
Association.
"‹…‹'އ ǣЇ†—–‹‡•ƒ†Ž‹ƒ"‹Ž‹–‹‡•'ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡†"›–ЇGeneral Meeting of Shareholders The corporate governance framework should ensure proper and effective functioning of the collegial body elected by
the General Meeting of Shareholders, and the powers granted to the collegial body should ensure effective monitoring of
the company's management bodies and protection of interests of all the company's shareholders
4.1. The collegial body elected by the General
Meeting of Shareholders
ȋЇ"‡‹ƒˆ–‡" ‹ –Š‹•
"‹…‹'އ "‡ˆ‡""‡† –' ƒ• –Ї Ǯ…'ŽŽ‡‰‹ƒŽ "'†›ǯȌ
should ensure integrity and transparency of the
company's financial statements and the control
system.
The collegial body should issue
recommendations to the company's management
bodies and monitor and control the company's
management performance.
Yes The Company's Board approves the business strategy of
''ƒ›ǯ•ƒ…–‹˜‹–‹‡•ǡƒ—ƒŽ"—†‰‡–ƒ†"—•‹‡••'Žƒǡ
ƒ—ƒŽ "‡''"–ǡ –Ї '"†‡" 'ˆ ‹˜‡•–‡–• 'ˆ –Ї
Company's funds and order and the amendments to the
†'…—‡–•Ž‹•–‡†ǤЇ''ƒ›̵•'ƒ"†ǡ –''ǡƒƒŽ›œ‡•
and evaluates the implementation of the Company's
•–"ƒ–‡‰›ǡ '"‰ƒ‹œƒ–‹' 'ˆ ƒ…–‹˜‹–‹‡•ǡ –Ї …''ƒ›̵•
ˆ‹ƒ…‹ƒŽ …'†‹–‹'ǡ "‡•—Ž–• 'ˆ "—•‹‡•• ƒ…–‹˜‹–‹‡•ǡ ƒ†
other significant information.
 ƒ††‹–‹'ǡ –Ї 'ƒ"† ƒƒŽ›•‡• ƒ† ‡˜ƒŽ—ƒ–‡• –Ї
''ƒ›̵• ˆ‹ƒ…‹ƒŽ •–ƒ–‡‡–•ƒ† –Ї '"'ˆ‹– ȋŽ'••Ȍ 'ˆ
–Ї †"ƒˆ– "‡''"– ƒ†ǡ ƒˆ–‡" –Ї 'ƒ"† ƒ''"'˜ƒŽǡ –ƒ‡•
decisions on these projects and the submission of the
Company's annual report to the Supervisory Board and
the General Meeting of Shareholders.
The Board regularly analyses and assesses financial
•–ƒ–—• 'ˆ –Ї ''ƒ›ǡ ƒ• ™‡ŽŽ ƒ• '‡"‹'†‹… ˆ‹ƒ…‹ƒŽ
"‡•—Ž–•ǡ •—"‹–• "‡…'‡†ƒ–‹'• ' –Ї ƒ''"''"‹ƒ–‡
management of the Company to the Company's
managing bodies.
4.2. Members of the collegial body should act in
‰''† ˆƒ‹–Šǡ ™‹–Š …ƒ"‡ ƒ† "‡•''•‹"‹Ž‹–› ˆ'" –Ї
benefit and in the interests of the company and
its shareholders with due regard to the interests
of employees and public welfare. Independent
‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†› •Š'—ކ ȋƒȌ —†‡"
all circumstances maintain independence of their
ƒƒŽ›•‹•ǡ†‡…‹•‹'-ƒ‹‰ƒ†ƒ…–‹'• ȋ"Ȍ†''–
seek and accept any unjustified privileges that
‹‰Š– …''"'‹•‡ –Ї‹" ‹†‡'‡†‡…‡ǡ ƒ† ȋ…Ȍ
clearly express their objections should a member
Yes According to the information available to the Company
all the members of the collegial body act in good faith
for the benefit and in the interests of the Company but
not in their own or third parties' interests seeking to
maintain their independence in decision-ƒ‹‰ǡ ƒ•
well as taking into account employees' interests and
public welfare. Independent members maintain their
ƒƒŽ›•‡•ǡ ƒ• ™‡ŽŽ ƒ• ‹†‡'‡†‡…‡ ‹ †‡…‹•‹'-ƒ‹‰ǡ
and acting.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
consider that decision of the collegial body is
against the interests of the company. Should a
collegial
body
have
passed
decisions
‹†‡'‡†‡– ‡"‡" Šƒ• •‡"‹'—• †'—"–• ƒ"'—–ǡ
the member should make adequate conclusions.
Should an independent member resign from his
'ˆˆ‹…‡ǡ Ї •Š'—ކ ‡š'Žƒ‹ –Ї "‡ƒ•'• ‹ ƒ އ––‡"
addressed to the collegial body or audit
'‹––‡‡
ƒ†ǡ
‹ˆ
‡…‡••ƒ"›ǡ
"‡•'‡…–‹˜‡
company-not-'‡"–ƒ‹‹‰"'†›ȋ‹•–‹–—–‹'ȌǤ
4.3. Each member should devote sufficient time
Yes The members of the collegial body duly perform their
and attention to perform his duties as a member
of the collegial body.
Each member of the
collegial body should limit other professional
'"Ž‹‰ƒ–‹'•'ˆŠ‹•ȋ‹'ƒ"–‹…—Žƒ"ƒ›†‹"‡…–'"•Š‹'•
Їކ‹'–Ї"…''ƒ‹‡•Ȍ‹•—…Šƒƒ‡" –Ї›
do not interfere with proper performance of
duties of a member of the collegial body. In the
event a member of the collegial body should be
present in less than a half of the meetings of the
collegial body throughout the financial year of
–Ї …''ƒ›ǡ •Šƒ"‡Š'ކ‡"• 'ˆ –Ї …''ƒ›
should be notified.
functions: they actively attend the meetings and devote
sufficient time and attention to perform their duties as
members of the collegial body. The members of the
collegial bodies actively participate in the ongoing
meetings both directly and voting in advance in written
or by telecommunication means. During the year under
"‡˜‹‡™ǡ ‡‹–Ї" 'ˆ –Ї ''ƒ›̵• …'ŽŽ‡‰‹ƒŽ "'†‹‡•
missed so many meetings that hence it would have
participated less than in the half of the meetings of the
respective collegial body.
ͶǤͶǤЇ"‡†‡…‹•‹'•'ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›ƒ›Šƒ˜‡
ƒ†‹ˆˆ‡"‡–‡ˆˆ‡…–'–Ї…''ƒ›ǯ••Šƒ"‡Š'ކ‡"•ǡ
the collegial body should treat all shareholders
impartially and fairly.
It should ensure that
shareholders are properly informed on the
''ƒ›ǯ• ƒˆˆƒ‹"•ǡ •–"ƒ–‡‰‹‡•ǡ "‹• ƒƒ‰‡‡–
and resolution of conflicts of interest.
The
company should have a clearly established role
of
members
of
the
collegial
body
when
communicating
with
and
committing
to
shareholders.
Yes The Company follows the stated recommendations. The
‡"‡"•'ˆ–Ї…'ŽŽ‡‰‹ƒŽ"'†›"‡ˆ'"‡ƒ‹‰†‡…‹•‹'•ǡ
the criteria of which have been determined in the
"–‹…އ• 'ˆ ••'…‹ƒ–‹' 'ˆ –Ї ''ƒ›ǡ †‹•…—•• –Ї‹"
possible effect on the shareholders.
The Company's
Articles of Association obliges the Company's collegial
"'†‹‡•ǡ ƒ† ‡ƒ…Š 'ˆ –Ї‹" ‡"‡"• –' ''‡"ƒ–‡
beneficially for the Company's shareholders. The Board
is accountable to the Supervisory Board and the General
Meeting of Shareholders. According to the Company's
Articles of Associatioǡ ‹ …‡"–ƒ‹ …ƒ•‡• –Ї '•–
important decisions of the company shall be taken only
after they are approved by the General Meeting of
Shareholders.
All significant Company's events are publicly available
according to the procedure prescribed by law for the
Company's shareholders on the website of NASDAQ
OMX AB Vilnius Stock Exchange. Additional informing
of the shareholders except that provided in the legal
acts is not carried.
ͶǤͷǤ –‹•"‡…'‡†‡† –Šƒ– –"ƒ•ƒ…–‹'•ȋ‡š…‡'–
insignificant ones due to their low value or
concluded when carrying out routine operations
‹
–Ї
''ƒ›
—†‡"
—•—ƒŽ
'†‹–‹'•Ȍǡ
concluded
between
the
company
and
its
•Šƒ"‡Š'ކ‡"•ǡ ‡"‡"• 'ˆ –Ї •—'‡"˜‹•'"› '"
managing bodies or other natural or legal
persons that exert or may exert influence on the
company's management should be subject to
approval of the collegial body.
The decision
concerning approval of such transactions should
be deemed adopted only provided the majority
of the independent members of the collegial body
voted for such a decision.
4.6. The collegial body should be independent in
Yes
Yes
The contracts on the activities in the Supervisory Board
are concluded with the members of the Supervisory
Board in compliance with the decision of the General
Meeting of Shareholders; the member of the Supervisory
Board can conclude other transactions with the
company
mandatory
informing
about
them
the
Supervisory Board and other bodies of the company.
The conditions of the contracts on the activities in the
Board concluded with members and the chairperson of
the Board are determined by the Supervisory Board.
The contracts on the activities in the Audit Committee
are concluded with the members of the Audit
Committee according to the decision of the Supervisory
Board.
The Board defines the conditions of the employment
contract concluded with the Company's manager.
……'"†‹‰ –' –Ї ‰‡‡"ƒŽ '"ƒ…–‹…‡ 'ˆ –Ї ''ƒ›ǡ –Ї
majority of the independent members of the collegial
bodies vote for the conclusion of corresponding
contracts.
The Company's collegial bodies are independent from
passing decisions that are significant for the –Ї ''ƒ›ǯ• ƒƒ‰‹‰ "'†‹‡• ƒ†ǡ ƒ……'"†‹‰ –' –Ї
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
company's operations and strategy.
Taken
•‡'ƒ"ƒ–‡Ž›ǡ
–Ї
'ŽŽ‡‰‹ƒŽ
"'†›
•Š'—ކ
"‡
''ƒ›ǯ• †ƒ–ƒǡ "‡ƒ‹ ‹†‡'‡†‡– ™Š‹Ž‡ ƒ†''–‹‰
the decisions affecting the Company's activity and
independent of the company's management
bodies. Members of the collegial body should act
and pass decisions without an outside influence
from the persons who have elected it. Companies
strategies
The Company's collegial bodies are provided with all
the necessary resources including the right to approach
and receive consultations by third parties on the issues
should ensure that the collegial body and its
committees
are
provided
with
sufficient
administrative
and
financial
resources
to
discharge their dut‹‡•ǡ ‹…Ž—†‹‰ –Ї "‹‰Š– –'
'"–ƒ‹ǡ ‹ 'ƒ"–‹…—Žƒ" ˆ"' ‡'Ž'›‡‡• 'ˆ –Ї
–Šƒ– ˆƒŽŽ —†‡" –Ї …'ŽŽ‡‰‹ƒŽ "'†›̵• '" ȋƒ†Ȍ ‹–•
committees' competence.
''ƒ›ǡ ƒŽŽ –Ї ‡…‡••ƒ"› ‹ˆ'"ƒ–‹' '" –'
•‡‡‹†‡'‡†‡–އ‰ƒŽǡƒ……'—–‹‰ '"ƒ› '–Ї"
advice on issues pertaining to the competence of
the collegial body and its committees.
4.7. Activities of the collegial body should be
organized
in
a
manner
that
independent
members of the collegial body could have major
influence in relevant areas where chances of
occurrence of conflicts of interest are very high.
Such areas to be considered as highly relevant
are issues of nomination oˆ…''ƒ›ǯ•†‹"‡…–'"•ǡ
determination of directors' remuneration and
Not applicable Їƒ†˜‹•'"›"'†›ǡ‹Ǥ‡Ǥ—†‹–'‹––‡‡ǡˆ'"‡†"›–Ї
Supervisory Body acts within the Company. The
—'‡"˜‹•'"› '†› †‡–‡"‹‡† ‹–• ˆ—…–‹'•ǡ "‹‰Š–•ǡ
obligations
and
remuneration
procedure.
The
Company's Audit Committee has been assigned with
advisory functions related to the audit control and
assessment and covering supervision of financial
"‡''"–• '"‡'ƒ"ƒ–‹' ƒ† ƒ—†‹– ‡š‡…—–‹' '"'…‡••ǡ
control and assessment of company's audit.
Therefore when the mentioned issues are
attributable to the competence of the collegial
"'†›ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– –Ї …'ŽŽ‡‰‹ƒŽ "'†›
should e•–ƒ"Ž‹•Š '‹ƒ–‹'ǡ "‡—‡"ƒ–‹'ǡ ƒ†
audit committees. Companies should ensure that
–Ї ˆ—…–‹'• ƒ––"‹"—–ƒ"އ –' –Ї '‹ƒ–‹'ǡ
examination of its effectiveness and implementation of
"‡…'‡†ƒ–‹'•ǡ ƒƒŽ›•‹• 'ˆ ‡‡† 'ˆ ‹–‡"ƒŽ ƒ—†‹–
functions ƒ† •' 'ǡ '"•‡"˜‡• –Ї ‹–‡‰"‹–› 'ˆ –Ї
ˆ‹ƒ…‹ƒŽ‹ˆ'"ƒ–‹''"'˜‹†‡†"›–Ї''ƒ›ǡ'ƒ›‹‰
special attention to the relevance and transparency of
the accounting methods used by the Company and its
group.
"‡—‡"ƒ–‹'ǡƒ†ƒ—†‹– …'‹––‡‡•ƒ"‡ …ƒ""‹‡†
out. However they may decide to merge these
functions and set up less than three committees.
In such case a company should explain in detail
reasons behind the selection of alternative
approach and
how
the
selected
approach
complies with the objectives set forth for the
Other specialized committees are not established within
–Ї ''ƒ›ǡ Š'™‡˜‡" …'ŽŽ‡‰‹ƒŽƒƒ‰‡‡– "'†›ǡ‹Ǥ‡Ǥ
–Ї ''ƒ›̵• 'ƒ"†ǡ ‹• "‡•''•‹"އ ˆ'" –Ї ‹••—‡•
related to the appointment of the Company's directors
and determination of the remuneration for the
Company's directors. The Board appoints and dismisses
–Ї ''ƒ›̵• Š‹‡ˆ š‡…—–‹˜‡ ˆˆ‹…‡"ǡ "‡‰—Žƒ"Ž›
three different committees. Should the collegial
body of the company comprise small number of
‡"‡"•ǡ –Ї ˆ—…–‹'• ƒ••‹‰‡† –' –Ї –Š"‡‡
committees may be performed by the collegial
"'†› ‹–•‡Žˆǡ '"'˜‹†‡† –Šƒ– ‹– ‡‡–• …'''•‹–‹'
requirements advocated for the committees and
that adequate information is provided in this
‡˜ƒŽ—ƒ–‡• •‹ŽŽ•ǡ '™Ž‡†‰‡ ƒ† ‡š'‡"‹‡…‡ 'ˆ '–Ї"
Company's directors; discusses general application
''Ž‹…›'ˆ"‡—‡"ƒ–‹'ȋ‹…Ž—†‹‰•–‹—Žƒ–‹'Ȍ•›•–‡•Ǣ
determines
remuneration
of
all
Company's
management personnel as it is defined in the
Description of the Company's Management Structure
ȋ'"‹–ЇŽ‹•–'ˆ•–ƒˆˆ''•‹–‹'•Ȍƒ''"'˜‡†"›–Ї'ƒ"†
respect.
In such case provisions of this Code
relating to the committees of the collegial body
ȋ‹
'ƒ"–‹…—Žƒ"
™‹–Š
"‡•'‡…–
–'
–Ї‹"
"'އǡ
''‡"ƒ–‹'ǡ ƒ† –"ƒ•'ƒ"‡…›Ȍ •Š'—ކ ƒ''Ž›ǡ
™Š‡"‡"‡Ž‡˜ƒ–ǡ–'–Ї…'ŽŽ‡‰‹ƒŽ"'†›ƒ•ƒ™Š'އǤ
and its bonus procedure.
According to the practice established within the
''ƒ›ǡ –ЇƒŒ'"‹–›'ˆindependent Board members
vote for the adoption of the decisions on the relative
issues.
4.8. The key objective of the committees is to
increase efficiency of the activities of the collegial
body by ensuring that decisions are based on due
'•‹†‡"ƒ–‹'ǡƒ†–'Їޒ'"‰ƒ‹œ‡‹–•™'"™‹–Š
a view to ensuring that the decisions it takes are
Not applicable Refer to the comment submitted regarding the item 4.7
above.
free of material conflicts of interest. Committees
should
present
the
collegial
body
with
recommendations concerning the decisions of
the collegial body.
Nevertheless the final
decision shall be adopted by the collegial body.
The recommendation on creation of committees
‹• '– ‹–‡†‡†ǡ ‹ '"‹…‹'އǡ –' …'•–"‹…– –Ї
competence of the collegial body or to remove
the matters considered from the purview of the
'ŽŽ‡‰‹ƒŽ
"'†›
‹–•‡Žˆǡ
™Š‹…Š
"‡ƒ‹•
ˆ—ŽŽ›
responsible for the decisions taken in its field of
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
competence.
4.9. Committees established by the collegial body
should normally be composed of at least three
Not applicable Refer to the comment submitted regarding the item 4.7
above.
members. In companies with small number of
‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ they could
exceptionally be composed of two members.
Majority of the members of each committee
should
be
constituted
from
independent
members of the collegial body. In cases when the
company chooses not to set up a supervisory
"'ƒ"†ǡ "‡—‡"ƒ–‹' ƒ† ƒ—†‹t committees
should be entirely comprised of non-executive
directors.
Їƒ†˜‹•'"›"'†›ǡ–Ї—†‹–'‹––‡†ǡˆ'"‡†"›–Ї
—'‡"˜‹•'"› 'ƒ"†ǡ …''"‹•‡• 'ˆ –Š"‡‡ ‡"‡"•Ǥ ™'
of this body's members are independent and the
chairperson of the Audit Committee is also a member of
the Company's Supervisory Board.
4.10. Authority of each of the committees should
be determined by the collegial body. Committees
should perform their duties in line with authority
delegated to them and inform the collegial body
on their activities and performance on regular
basis. Authority of every committee stipulating
the role and rights and duties of the committee
should be made public at least onc‡ ƒ ›‡ƒ" ȋƒ•
part of the information disclosed by the company
annually on its corporate governance structures
ƒ† '"ƒ…–‹…‡•ȌǤ ''ƒ‹‡• •Š'—ކ ƒŽ•' ƒ‡
public
annually
a
statement
by
existing
'‹––‡‡• ' –Ї‹" …'''•‹–‹'ǡ —"‡" 'ˆ
meetings and attendƒ…‡'˜‡"–Ї›‡ƒ"ǡƒ†–Ї‹"
main activities. Audit committee should confirm
that it is satisfied with the independence of the
audit process and describe briefly the actions it
has taken to reach this conclusion.
Yes Refer to the comment submitted regarding the item 4.7
above.
The documents of the operation of the Company
†‡–‡"‹‡–Šƒ––Ї—†‹–'‹––‡‡Šƒ•–'"‡‰—Žƒ"Ž›ȋƒ–
އƒ•––™'–‹‡•'‡"›‡ƒ"Ȍ‹ˆ'"–Ї—'‡"˜‹•'"›'ƒ"†
ƒ"'—– ‹–• ''‡"ƒ–‹'ǡ ƒ† –' '"'˜‹†‡ –Ї —'‡"˜‹•'"›
Board with its operation report one time per year.
The main information about the Company's Audit
Committee and its composition is published in the
Company's annual report.
4.11. In order to ensure independence and
‹'ƒ"–‹ƒŽ‹–› 'ˆ –Ї …'‹––‡‡•ǡ ‡"‡"• 'ˆ –Ї
collegial body that are not members of the
committee should commonly have a right to
participate in the meetings of the committee only
if invited by the committee. A committee may
invite or demand participation in the meeting of
particular officers or experts.
Chairperson of
each of the committees should have a possibility
to maintain direct communication with the
shareholders.
Events when such are to be
performed should be specified in the regulations
for committee activities.
Yes Refer to the comment submitted regarding the item 4.7
above.
The documents of the operation of the Company
provide the right for the members of the Audit
Committee according to the need to invite at its
discretion to its meetings the Company's responsible
persons and receive from them necessary explanations.
The system of anonymous postings about the violations
done in the Company is also provided and introduced in
the Company.
4.12. Nomination Committee.
4.12.1.
Key
functions
of
the
nomination
committee should be the following:
ͳȌ †‡–‹ˆ› ƒ† "‡…'‡†ǡ ˆ'" –Ї ƒ''"'˜ƒŽ 'ˆ
–Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ …ƒ†‹†ƒ–‡• –' ˆ‹ŽŽ "'ƒ"†
vacancies. The nomination committee should
‡˜ƒŽ—ƒ–‡ –Ї "ƒŽƒ…‡ 'ˆ •‹ŽŽ•ǡ '™Ž‡†‰‡ ƒ†
‡š'‡"‹‡…‡ ' –Ї ƒƒ‰‡‡– "'†›ǡ '"‡'ƒ"‡ ƒ
description of the roles and capabilities required
–'ƒ••—‡ƒ'ƒ"–‹…—Žƒ"'ˆˆ‹…‡ǡƒ†ƒ••‡••–Ї–‹‡
commitment expected.
Nomination committee
can also consider candidates to members of the
collegial body delegated by the shareholders of
the company;
ʹȌ ••‡•• ' "‡‰—Žƒ" "ƒ•‹• –Ї •–"—…–—"‡ǡ •‹œ‡ǡ
composition and performance of the supervisory
ƒ†
ƒƒ‰‡‡–
"'†‹‡•ǡ
ƒ†
ƒ‡
recommendations to the collegial body regarding
the means of achieving necessary changes;
͵Ȍ ••‡•• ' "‡‰—Žƒ" "ƒ•‹• –Ї •‹ŽŽ•ǡ '™Ž‡†‰‡
and experience of individual directors and report
No Refer to the comment submitted regarding the item 4.7
above.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
on this to the collegial body;
ͶȌ"''‡"Ž›…'•‹†‡"‹••—‡•"‡Žƒ–‡†–'•—……‡••‹'
planning;
ͷȌ ‡˜‹‡™ –Ї ''Ž‹…› 'ˆ –Їƒƒ‰‡‡– "'†‹‡•
for
selection
and
appointment
of
senior
management.
4.12.2. Nomination committee should consider
proposaޕ
"›
'–Ї"
'ƒ"–‹‡•ǡ
‹…Ž—†‹‰
ƒƒ‰‡‡– ƒ† •Šƒ"‡Š'ކ‡"•Ǥ Ї †‡ƒŽ‹‰
with issues related to executive directors or
‡"‡"•'ˆ–Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡†
by the General Meeting of Shareholders is the
•—'‡"˜‹•'"› "'ƒ"†Ȍ ƒ† •‡‹'" ƒƒ‰‡‡–ǡ
chief executive officer of the company should be
'•—Ž–‡†"›ǡƒ†‡–‹–އ†–'•—"‹–'"'''•ƒŽ•–'
the nomination committee.
4.13. Remuneration Committee. No Refer to the comment submitted regarding the item 4.7
4.13.1. Key functions of the remuneration above.
committee should be the following:
ͳȌ ƒ‡ '"'''•ƒŽ•ǡ ˆ'" –Ї ƒ''"'˜ƒŽ 'ˆ –Ї
'ŽŽ‡‰‹ƒŽ "'†›ǡ ' –Ї "‡—‡"ƒ–‹' ''Ž‹…› ˆ'"
members of management bodies and executive
directors. Such policy should address all forms
the
fixed

''‡•ƒ–‹'ǡ
‹…Ž—†‹‰
"‡—‡"ƒ–‹'ǡ '‡"ˆ'"ƒ…‡-based remuneration
•…Ї‡•ǡ'‡•‹'ƒ""ƒ‰‡‡–•ǡƒ†–‡"‹ƒ–‹'
payments. Proposals considering performance
based
remuneration
schemes
should
be
accompanied with recommendations on the
related objectives and evaluati'…"‹–‡"‹ƒǡ™‹–Šƒ
view to properly aligning the pay of executive
director and members of the management bodies
with the long-term interests of the shareholders
and the objectives set by the collegial body;
ʹȌ ƒ‡ '"'''•ƒŽ• –' –Ї …'ŽŽ‡‰‹ƒŽ "'†› ' –Ї
individual remuneration for executive directors
and member of management bodies in order
their
remunerations
are
consistent
with
company's
remuneration
policy
and
the
evaluation of the performance of these persons
'…‡"‡†Ǥ †'‹‰•'ǡ–Ї…'‹––‡‡•Š'—ld be
properly informed on the total compensation
obtained by executive directors and members of
the management bodies from the affiliated
companies;
͵Ȍ ƒ‡ '"'''•ƒŽ• –' –Ї …'ŽŽ‡‰‹ƒŽ "'†› '
suitable
forms
of
contracts
for
executive
directors and members
of the management
bodies;
ͶȌ••‹•––Ї…'ŽŽ‡‰‹ƒŽ"'†›‹'˜‡"•‡‡‹‰Š'™–Ї
company complies with applicable provisions
regarding the remuneration-related information
†‹•…Ž'•—"‡ȋ‹'ƒ"–‹…—Žƒ"–Ї"‡—‡"ƒ–‹'''Ž‹…›
applied
and
individual
remuneration
of
†‹"‡…–'"•ȌǢ
ͷȌ ƒ‡ ‰‡‡"ƒŽ "‡…'‡†ƒ–‹'• –' –Ї
executive
directors
and
members
of
the
management bodies on the level and structure of
"‡—‡"ƒ–‹'ˆ'"•‡‹'"ƒƒ‰‡‡–ȋƒ•†‡ˆ‹‡†
"› –Ї …'ŽŽ‡‰‹ƒŽ "'†›Ȍ ™‹–Š "‡‰ƒ"† –' –Ї
respective information provided by the executive
directors and members of the management
bodies.
ͶǤͳ͵ǤʹǤ ‹–Š "‡•'‡…– –' •–'… ''–‹'• ƒ† '–Ї"
share-based incentives which may be granted to
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
†‹"‡…–'"• '" '–Ї" ‡'Ž'›‡‡•ǡ –Ї …'‹––‡‡
should:
ͳȌ'•‹†‡"‰‡‡"ƒŽ''Ž‹…›"‡‰ƒ"†‹‰–Še granting
'ˆ –Ї ƒ"'˜‡ ‡–‹'‡† •…Ї‡•ǡ ‹ 'ƒ"–‹…—Žƒ"
•–'…''–‹'•ǡƒ†ƒ‡ƒ›"‡Žƒ–‡†'"'''•ƒŽ•–'
the collegial body;
ʹȌšƒ‹‡ –Ї"‡Žƒ–‡†‹ˆ'"ƒ–‹' –Šƒ–‹•‰‹˜‡
in the company's annual report and documents
intended for the use during the meeting of the
shareholders;
͵Ȍ
ƒ‡
'"'''•ƒŽ•
–'
–Ї
'ŽŽ‡‰‹ƒŽ
"'†›
regarding the choice between granting options to
subscribe shares or granting options to purchase
•Šƒ"‡•ǡ •'‡…‹ˆ›‹‰ –Ї "‡ƒ•'• ˆ'" ‹–• …Š'‹…‡ ƒ•
well as the consequences that this choice has.
4.13.3. Upon resolution of the issues attributable
to
the
competence
of
the
remuneration
'‹––‡‡ǡ –Ї …'‹––‡‡ •Š'—ކ ƒ– އƒ•–
address the chairperson of the collegial body
and/or chief executive officer of the company for
their opinion on the remuneration of other
executive
directors
or
members
of
the
management bodies.
4.14. Audit Committee Yes Refer to the comment submitted regarding the item 4.7
4.14.1. Key functions of the audit committee above.
should be the following:
the
financial
‹–‡‰"‹–› of
ͳȌ
"•‡"˜‡
–Ї
‹ˆ'"ƒ–‹'
'"'˜‹†‡†
"›
–Ї
''ƒ›ǡ
‹
particular by reviewing the relevance and
consistency of the accounting methods used by
–Ї…''ƒ›ƒ†‹–•‰"'—'ȋ‹…Ž—†‹‰–Ї…"‹–‡"‹ƒ
for
the
consolidation
of
the
accounts
of
companies in the gro—'ȌǢ
ʹȌ – އƒ•– '…‡ ƒ ›‡ƒ" "‡˜‹‡™ –Ї •›•–‡• 'ˆ
internal control and risk management to ensure
–Šƒ– –Ї ‡› "‹•• ȋ‹…Ž—•‹˜‡ 'ˆ –Ї "‹•• ‹
relation with compliance with existing laws and
"‡‰—Žƒ–‹'•Ȍ ƒ"‡ '"''‡"Ž› ‹†‡–‹ˆ‹‡†ǡ ƒƒ‰‡†
and reflected in the information provided;
͵Ȍ •—"‡ –Ї ‡ˆˆ‹…‹‡…› 'ˆ –Ї ‹–‡"ƒŽ ƒ—†‹–
ˆ—…–‹'ǡ
ƒ'‰
'–Ї"
–Š‹‰•ǡ
"›
ƒ‹‰
"‡…'‡†ƒ–‹'•'–Ї•‡Ž‡…–‹'ǡƒ'''‹–‡–ǡ
reappointment and removal of the head of the
internal audit department and on the budget of
the
†‡'ƒ"–‡–ǡ
ƒ†
"›
'‹–'"‹‰
–Ї
responsiveness of the management to its findings
and recommendations.
Should there be no
‹–‡"ƒŽƒ—†‹–ƒ—–Š'"‹–›‹–Ї…''ƒ›ǡ–Ї‡‡†
for one should be reviewed at least annually;
ͶȌ ƒ‡ "‡…'‡†ƒ–‹'• –' –Ї …'ŽŽ‡gial body
"‡Žƒ–‡†
™‹–Š
•‡Ž‡…–‹'ǡ
ƒ'''‹–‡–ǡ
reappointment and removal of the external
ƒ—†‹–'" ȋ–' "‡ †'‡ "› –Ї General Meeting of
ShareholdersȌƒ†™‹–Š –Ї –‡"•ƒ† …'†‹–‹'•
of his engagement.
The committee should
investigate situations that lead to a resignation of
the audit company or auditor and make
recommendations on required actions in such
situations;
ͷȌ'‹–'"‹†‡'‡†‡…‡ƒ†‹'ƒ"–‹ƒŽ‹–›'ˆ –Ї
‡š–‡"ƒŽ ƒ—†‹–'"ǡ ‹ 'ƒ"–‹…—Žƒ" "› "‡˜‹‡™‹‰ –Ї
audit company's compliance with applicable
guidance relating to the rotation of audit
'ƒ"–‡"•ǡ –Ї އ˜‡Ž 'ˆ ˆ‡‡• 'ƒ‹† "› –Ї …''ƒ›ǡ
and similar issues.
In order to prevent
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
'……—""‡…‡ 'ˆ ƒ–‡"‹ƒŽ …'ˆŽ‹…–• 'ˆ ‹–‡"‡•–ǡ –Ї
'‹––‡‡ǡ"ƒ•‡†'–Їƒ—†‹–'"ǯ•†‹•…Ž'•‡†‹–‡"
alia data on all remunerations paid by the
''ƒ› –' –Ї ƒ—†‹–'" ƒ† ‡–™'"ǡ •Š'—ކ ƒ–
all times monitor nature and extent of the non
audit services. Having regard to the principals
and guidelines established in the 16 May 2002
'‹••‹'‡…'‡†ƒ–‹'ʹͲͲʹȀͷͻͲȀǡ–Ї
committee should determine and apply a formal
policy establishing types of non-audit services
–Šƒ– ƒ"‡ ȋƒȌ ‡š…Ž—†‡†ǡ ȋ"Ȍ '‡"‹••‹"އ 'Ž› ƒˆ–‡"
"‡˜‹‡™ "› –Ї …'‹––‡‡ǡ ƒ† ȋ…Ȍ '‡"‹••‹"އ
without referral to the committee;
͸Ȍ‡˜‹‡™‡ˆˆ‹…‹‡…›'ˆ–Ї‡š–‡"ƒŽƒudit process
and
responsiveness
of
management
to
recommendations made in the external auditor's
management letter.
4.14.2. All members of the committee should be
furnished
with
complete
information
on
'ƒ"–‹…—Žƒ"• 'ˆ ƒ……'—–‹‰ǡ ˆ‹ƒ…‹ƒŽ ƒ† '–Ї"
operations
of
the
company.
Company's
management should inform the audit committee
of the methods used to account for significant
and unusual transactions where the accounting
treatment may be open to different approaches.
In such case a special consideration should be
given to company's operations in offshore
centres and/or activities carried out through
•'‡…‹ƒŽ '—"''•‡ ˜‡Š‹…އ• ȋ'"‰ƒ‹•ƒ–‹'•Ȍ ƒ†
justification of such operations.
4.14.3. The audit committee should decide
whether participation of the chairperson of the
'ŽŽ‡‰‹ƒŽ "'†›ǡ …Š‹‡ˆ ‡š‡…—–‹˜‡ 'ˆˆ‹…‡" 'ˆ –Ї
''ƒ›ǡ …Š‹‡ˆ ˆ‹ƒ…‹ƒŽ 'ˆˆ‹…‡" ȋ'" •—'‡"‹'"
‡'Ž'›‡‡• ‹ …Šƒ"‰‡ 'ˆ ˆ‹ƒ…‡•ǡ –"‡ƒ•—"› ƒ†
ƒ……'—–‹‰Ȍǡ'"‹–‡"ƒŽƒ†‡š–‡"ƒŽƒ—†‹–'"•‹
–Ї ‡‡–‹‰• 'ˆ –Ї …'‹––‡‡ ‹• "‡"—‹"‡† ȋ‹ˆ
"‡"—‹"‡†ǡ ™Š‡ȌǤ Ї …'‹––‡‡ •Š'—ކ "‡
‡–‹–އ†ǡ™Š‡‡‡†‡†ǡ–'‡‡–™‹–Šƒ›"‡Ž‡˜ƒ–
person without executive directors and members
of the management bodies present.
4.14.4. Internal and external auditors should be
secured
with
not
only
effective
working
"‡Žƒ–‹'•Š‹'™‹–Šƒƒ‰‡‡–ǡ"—–ƒŽ•'™‹–Šˆ"‡‡
access to the collegial body. For this purpose the
audit committee should act as the principal
contact person for the internal and external
auditors.
4.14.5. The audit committee should be informed
of the in–‡"ƒŽ ƒ—†‹–'"ǯ• ™'" '"'‰"ƒǡ ƒ†
should be furnished with internal audit's reports
or periodic summaries.
The audit committee
should also be informed of the work program of
the external auditor and should be furnished
with report disclosing all relationships between
the independent auditor and the company and its
group.
The committee should be timely
furnished information on all issues arising from
the audit.
4.14.6. The audit committee should examine
whether the company is following applicable
provisions
regarding
the
possibility
for
employees
to
report
alleged
significant
‹""‡‰—Žƒ"‹–‹‡• ‹ –Ї …''ƒ›ǡ "› ™ƒ› 'ˆ
complaints or through anonymous submissions
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
ȋ'"ƒŽŽ› –' ƒ ‹†‡'‡†‡– ‡"‡" 'ˆ –Ї
'ŽŽ‡‰‹ƒŽ"'†›Ȍǡƒ†•Š'—ކ‡•—"‡–Šƒ––Ї"‡‹•ƒ
procedure established for proportionate and
independent investigation of these issues and for
appropriate follow-up action.
4.14.7. The audit committee should report on its
activities to the collegial body at least once in
‡˜‡"›•‹š'–Š•ǡƒ––Ї–‹‡–Ї›‡ƒ"ly and half
yearly statements are approved.
4.15. Every year the collegial body should No The internal documents of the Company do not provide
conduct the assessment of its activities.
The
for a separate assessment of the collegial body's
assessment should include evaluation of collegial activities because it was not required by the legal acts of
body's •–"—…–—"‡ǡ™'"'"‰ƒ‹•ƒ–‹'ƒ†ƒ"‹Ž‹–›–' the Republic of Lithuania.
During the year under
ƒ…–ƒ•ƒ‰"'—'ǡ‡˜ƒŽ—ƒ–‹''ˆ‡ƒ…Š'ˆ–Ї…'ŽŽ‡‰‹ƒŽ "‡˜‹‡™ǡ–Ї''ƒ›ƒŽ•'†‹†'–'"ƒ…–‹…‡–Ї‹†‹…ƒ–‡†
body member's and committee's competence and information about the internal organization of the
work efficiency and assessment whether the collegial bodies and publicity of the activity procedures.
collegial body has achieved its objectives. The Decisions on the Company's activities are made by the
'ŽŽ‡‰‹ƒŽ"'†›•Š'—ކǡ ƒ–އƒ•–'…‡ƒ›‡ƒ"ǡƒ‡ Board of the Company which reports to the Supervisory
'—"Ž‹… ȋƒ• 'ƒ"– 'ˆ –Ї ‹ˆ'"ƒ–‹' –Ї …''ƒ› Board
and
the
Company's
General
Meeting
of
annually discloses on its management structures Shareholders.
ƒ† '"ƒ…–‹…‡•Ȍ "‡•'‡…–‹˜‡ ‹ˆ'"ƒ–‹' ' ‹–•
‹–‡"ƒŽ '"‰ƒ‹•ƒ–‹' ƒ† ™'"‹‰ '"'…‡†—"‡•ǡ
and specify what material changes were made as
a result of the assessment of the collegial body of
its own activities.
"‹…‹'އǣЇ™'"‹‰'"'…‡†—"‡'ˆ–Ї…''ƒ›ǯ•…'ŽŽ‡‰‹ƒŽ"'†‹‡•
The working procedure of supervisory and management bodies established in the company should ensure efficient
operation of these bodies and decision-making and encourage active co-operation between the company's bodies.
5.1. The company's supervisory and management Yes A chairperson of the collegial body of supervision - the
"'†‹‡• ȋЇ"‡‹ƒˆ–‡"‹ –Š‹• "‹…‹'އ –Ї …'…‡'– Supervisory Board and a chairperson of the collegial
'collegial bodies' covers both the collegial bodies body of management - the Board implement this
of supervision and the collegial bodies of provision in the Company.3.
ƒƒ‰‡‡–Ȍ•Š'—ކ"‡…Šƒ‹"‡†"›…Šƒ‹"'‡"•'•
of these bodies. The chairperson of a collegial
body is responsible for proper convocation of the
collegial body meetings. The chairperson should
ensure that information about the meeting being
convened and its agenda are communicated to all
members of the body.
The chairperson of a
collegial
body
should
ensure
appropriate
conducting of the meetings of the collegial body.
The
chairperson should ensure order and
working atmosphere during the meeting.
5.2. It is recommended that meetings of the
company's collegial bodies should be carried out
Yes The documents of the operation of the Company
provides
that
the
meetings
of
the
Company's
according to the schedule approved in advance at Supervisory Board are convened at least once in a
certain intervals of time. Each company is free to "—ƒ"–‡"ƒ……'"†‹‰–'‡‡†ǡƒ†–Ї ordinary meetings of
decide how often to convene meetings of the the Company's Board are carried out according to the
collegial "'†‹‡•ǡ"—–‹–‹•"‡…'‡†‡†–Šƒ––Ї•‡ •…Ї†—އ ƒ''"'˜‡† "› –Ї 'ƒ"†ǡ ™Š‹…Š †—"‹‰ –Ї
‡‡–‹‰• •Š'—ކ "‡ …'˜‡‡† ƒ– •—…Š ‹–‡"˜ƒŽ•ǡ reporting period provided frequency of the Board
which
would
guarantee
an
interrupted
‡‡–‹‰•ǡ‹Ǥ‡Ǥ '…‡‹ ƒ …ƒŽ‡†ƒ"'–Š '"'"‡ 'ˆ–‡ǡ
resolution of the essential corporate governance thereby ensuring continuous solution of the essential
issues. Meetings of the company's supervisory Company's management issues.
board should be convened at least once in a
"—ƒ"–‡"ǡƒ†–Ї…''ƒ›ǯ•"'ƒ"†•Š'—ކ‡‡–ƒ–
least once a month.

3 During the period from 20/03/2013 to 31/12/2013 and including, a permanent chairperson of the Board was not elected in the Company, therefore, every time one of the Board members is elected as the chairperson of the Board under the principle ad hoc, the Board meeting was convened at the discretion of the Board members according to the procedure established by the Company's Articles of Association.

PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
5.3. Members of a collegial body should be
notified about the meeting being convened in
advance in order to allow sufficient time for
proper preparation for the issues on the agenda
of the meeting and to ensure fruitful discussion
and
adoption
of
appropriate
decisions.
Alongside with the notice about the meeting
"‡‹‰ …'˜‡‡†ǡ ƒŽŽ –Ї †'…—‡–• "‡Ž‡˜ƒ– –'
the issues on the agenda of the meeting should
be submitted to the members of the collegial
body. The agenda of the meeting should not be
Šƒ‰‡† '" •—''އ‡–‡† †—"‹‰ –Ї ‡‡–‹‰ǡ
unless all members of the collegial body are
present or certain issues of great importance to
the company require immediate resolution.
Yes The Company observes provisions stated in this
recommendation. The members of the collegial body
together with the convocation to the meeting receive a
notice on the agenda of the meeting convened.
According to the procedure and the terms provided in
the documents of the operation 'ˆ –Ї ''ƒ›ǡ –Ї
Company's collegial bodies receive according to the set
form written information about the matter under
consideration in that cases when the decision is
ƒ†''–‡†ǡ ƒ† ™Š‡ ‹ˆ'"ƒ–‹' ‹• •—"‹––‡† 'Ž› –'
collegial body's knowledge – on demand.
 –Ї ''ƒ›̵• '"ƒ…–‹…‡ǡ –Ї meeting agenda during
the meeting is changed and supplemented only in cases
when all members of the collegial body participate in
the meeting and it is necessary to immediately solve
important Company's issues and all members of the
collegial body agreed with this agenda change and
supplement.
5.4. In order to co-ordinate operation of the
company's collegial bodies and ensure effective
decision-ƒ‹‰ '"'…‡••ǡ …Šƒ‹"'‡"•'• 'ˆ –Ї
company's collegial bodies of supervision and
management should closely co-operate by co-
''"†‹ƒ–‹‰†ƒ–‡•'ˆ–Ї‡‡–‹‰•ǡ–Ї‹"ƒ‰‡†ƒ•
and
resolving
other
issues
of
corporate
governance. Members of the company's board
should be free to attend meetings of the
company's supervisory "'ƒ"†ǡ ‡•'‡…‹ƒŽŽ› ™Š‡"‡
issues
concerning
removal
of
the
board
‡"‡"•ǡ –Ї‹" Ž‹ƒ"‹Ž‹–› '" "‡—‡"ƒ–‹' ƒ"‡
discussed.
Yes The Company observes provisions stated in this
"‡…'‡†ƒ–‹'Ǥ ˆ ‡…‡••ƒ"›ǡ ‹ –Ї ''ƒ›̵•
''ƒy's
†‡–‡"‹‡†
'"ƒ…–‹…‡ǡ
–Ї
‰‡‡"ƒŽ
management and supervision bodies' meetings are also
convened.
"‹…‹'އ ǣЇ‡"—‹–ƒ"އ–"‡ƒ–‡–'ˆ•Šƒ"‡Š'ކ‡"•ƒ†•Šƒ"‡Š'ކ‡""‹‰Š–• Ї…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'"•Š'—ކ‡•—"‡–Ї‡"—‹–ƒ"އ–"‡ƒ–‡–'ˆƒŽŽ•Šƒ"‡Š'ކ‡"•ǡ‹…Ž—†‹‰minority
and foreign shareholders. The corporate governance framework should protect the rights of the shareholders.
6.1. It is recommended that the company's
capital should consist only of the shares that
‰"ƒ– –Ї •ƒ‡ "‹‰Š–• –' ˜'–‹‰ǡ '™‡"•Š‹'ǡ
dividend and other rights to all their holders.
Yes The Company's capital consists of ordinary registered
shares that grant the same rights to all their holders.
6.2. It is recommended that investors should
have access to the information concerning the
rights attached to the shares of the new issue or
–Š'•‡ ‹••—‡† ‡ƒ"Ž‹‡" ‹ ƒ†˜ƒ…‡ǡ ‹Ǥ‡Ǥ "‡ˆ'"‡ –Ї›
purchase shares.
Yes The Company observes provisions stated in this
recommendation.
6.3. Transactions that are important to the
''ƒ› ƒ† ‹–• •Šƒ"‡Š'ކ‡"•ǡ •—…Š ƒ• –"ƒ•ˆ‡"ǡ
‹˜‡•–‡–ǡ ƒ† 'އ†‰‡ 'ˆ –Ї …''ƒ›ǯ• ƒ••‡–•
or any other type of encumbrance should be
subject to approval of the General Meeting of
Shareholders.
All
shareholders
should
be
furnished with equal opportunity to familiarise
with and participate in the decision-making
'"'…‡••
™Š‡
•‹‰‹ˆ‹…ƒ–
'"''"ƒ–‡
‹••—‡•ǡ
including approval of transactions referred to
ƒ"'˜‡ǡƒ"‡†‹•…—••‡†Ǥ
Yes According to the Law on Companies of the Republic of
Lithuania and Articles of Association all important
trƒ•ƒ…–‹'•ǡ ƒ† ‹ •‡– …ƒ•‡• –Ї ‡› …'†‹–‹'• 'ˆ
–Ї•‡–"ƒ•ƒ…–‹'•ƒ"‡ƒ''"'˜‡†"›–Ї'ƒ"†ǡƒ†ƒŽ•'
in cases prescribed by the Law on Companies an
approval of the General Meeting of Shareholders is
additionally received for such Board's decisions.
6.4. Procedures of convening and conducting a
General Meeting of Shareholders should ensure
equal opportunities for the shareholders to
effectively participate at the meetings and should
not prejudice the rights and interests of the
shareholders. The venu‡ǡ †ƒ–‡ǡ ƒ† –‹‡ 'ˆ –Ї
meeting of shareholders should not hinder wide
attendance of the shareholders. Prior to the
meeting
of the shareholdersǡ –Ї …''ƒ›ǯ•
supervisory and management bodies should
enable the shareholders to lodge questions on
Yes All the shareholders of the Company are informed
ƒ"'—––Ї˜‡—‡ǡ†ƒ–‡ƒ†–‹‡'ˆ–ЇGeneral Meeting of
Shareholders
publicly in advance according to the
procedure prescribed within the terms established by
the legal acts publishing about the convened General
Meeting of Shareholdersǡ ‹–• ƒ‰‡†ƒ ‹ –Ї ‹ˆ'"ƒ–‹'
disclosure system of NASDAQ OMX AB Vilnius Stock
š…Šƒ‰‡ƒ†'–Ї''ƒ›̵•™‡"•‹–‡ȋwww.oil.ltȌǤ
Prior to the General Meeting of Shareholders all the
shareholders of the Company are furnished with
opportunity to receive information on the issues on the
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
issues on the agenda of the General Meeting of
Shareholders and receive answers to them.
agenda of the General Meeting of Shareholdersǡ –' ƒ•
questions related to the agenda of the General Meeting
of Shareholdersǡ–'"‡…‡‹˜‡ƒ•™‡"•–'–ЇǤ
6.5. It is recommended that documents on the
course of the General Meeting of Shareholdersǡ
‹…Ž—†‹‰†"ƒˆ–"‡•'Ž—–‹'•'ˆ–Ї‡‡–‹‰ǡ•Š'—ކ
be placed on the publicly accessible website of
the company in advance. It is recommended that
the
minutes
of
the
General
Meeting
of
Shareholders after signing them and/or adopted
resolutions should be also placed on the publicly
accessible website of the company. Seeking to
ensure the right of foreigners to familiarise with
–Ї ‹ˆ'"ƒ–‹'ǡ ™Š‡‡˜‡" ˆ‡ƒ•‹"އǡ †'…—‡–•
referred to in this recommendation should be
published in English and/or other foreign
languages.
Documents referred to in this
recommendation may be published on the
publicly accessible website of the company to the
extent that publishing of these documents is not
detrimental to the company or the company's
commercial secrets are not revealed.
Yes ‹–Š‹ –Ї –‡"• •‡– "› –Їއ‰ƒŽƒ…–•ǡ –Ї ''ƒ›‹
advance publicly disclose the documents on the course
of the General Meeting of Shareholdersǡ ‹…Ž—†‹‰ †"ƒˆ–
"‡•'Ž—–‹'• 'ˆ –Ї ‡‡–‹‰ǡ –Š"'—‰Š –Ї ‹ˆ'"ƒ–‹'
disclosure system of NASDAQ OMX AB Vilnius Stock
Exchange and it is planned to place them constantly on
the website of the Company www.oil.ltȌǤ
The adopted decisions of the General Meeting of
Shareholders are also disclosed through the information
disclosure systems of NASDAQ OMX AB Vilnius Stock
Exchange and it is planned to place them constantly on
–Ї™‡"•‹–‡'ˆ–Ї''ƒ›ȋwww.oil.ltȌǤ
Information indicated and the documents are published
in the information disclosure system of NASDAQ OMX
AB Vilnius Stock Exchange in Lithuanian and English
languages.
6.6. Shareholders should be furnished with the
opportunity to vote in the General Meeting of
Shareholders
in
person
and
in
absentia.
Shareholders should not be prevented from
voting in writing in advance by completing the
general voting ballot.
Yes The shareholders of the Company can implement their
right to participate at the meeting of the shareholders
both in person and through a representative should he
be duly authorised according to the procedure
established by the legal acts.
The Company also furnishes its shareholders with the
opportunity to vote in advance in written by completing
and submitting to the Company the general voting
ballot.
͸Ǥ͹Ǥ‹–Š ƒ ˜‹‡™ –'‹…"‡ƒ•‹‰ –Ї •Šƒ"‡Š'ކ‡"•ǯ
opportunities
to
participate
effectively
at
meetings of the shareholdersǡ –Ї…''ƒ‹‡•ƒ"‡
recommended
to
expand
use
of
modern
technologies in voting processes by allowing the
shareholders to vote in general meetings via
terminal equipment of telecommunications. In
such
cases
security
of
telecommunication
‡"—‹'‡–ǡ –‡š– '"'–‡…–‹' ƒ† ƒ ''••‹"‹Ž‹–› –'
identify the signature of the voting person should
be guarantee†Ǥ '"‡'˜‡"ǡ …''ƒ‹‡• …'—ކ
ˆ—"‹•Š ‹–• •Šƒ"‡Š'ކ‡"•ǡ ‡•'‡…‹ƒŽŽ› ˆ'"‡‹‰‡"•ǡ
with the opportunity to watch meetings of the
shareholders by means of modern technologies.
Not applicable Taking into account the structure of the shareholders
ȋ…'–"'ŽŽ‹‰‹–erest is owned by the Government of the
‡'—"Ž‹… 'ˆ ‹–Š—ƒ‹ƒȌ ƒ† –Ї ˜ƒŽ‹† "‡‰—Žƒ–‹'• ˆ'"
organisation of the meeting of shareholders ensuring
full advance publication of the material of the General
Meeting of Shareholders and publicity of the decisions
ƒ†''–‡† "› –Ї •Šƒ"‡Š'ކ‡"• ȋ'—"Ž‹•Š‹‰ ƒŽŽ –Š‹•
information on the website of NASDAQ OMX AB Vilnius
–'… š…Šƒ‰‡Ȍ ƒ† –Ї ''''"–—‹–› –' ˜'–‡ ‹
ƒ†˜ƒ…‡ǡ –Ї"‡ ‹• ' ‡…‡••‹–› –' ƒ††‹–‹'ƒŽŽ› ‹•–ƒŽŽ
'•–Ž› •›•–‡ 'ˆ ǡ ™Š‹…Š ™'—ކ ‰‹˜‡ –Ї ''''"–—‹ty
for the shareholders to vote during the meeting of the
shareholders
using
telecommunication
terminal
equipment.
"‹…‹'އ ǣЇƒ˜'‹†ƒ…‡'ˆ…'ˆŽ‹…–•'ˆ‹–‡"‡•–ƒ†–Ї‹"†‹•…Ž'•—"‡
the corporate bodies The corporate governance framework should encourage members of the corporate bodies to avoid conflicts of
interest and assure transparent and effective mechanism of disclosure of conflicts of interest regarding members of
7.1. Any member of the company's supervisory
and management body should ƒ˜'‹† ƒ •‹–—ƒ–‹'ǡ
in which his/her personal interests are in conflict
or may be in conflict with the company's
‹–‡"‡•–•Ǥ  …ƒ•‡ •—…Š ƒ •‹–—ƒ–‹' †‹† '……—"ǡ ƒ
member of the company's supervisory and
ƒƒ‰‡‡– "'†› •Š'—ކǡ ™‹–Š‹ "‡ƒ•'ƒ"އ
–‹‡ǡ‹ˆ'" other members of the same collegial
body or the company's body that has elected
Š‹ȀЇ"ǡ'"–'–Ї…''ƒ›ǯ••Šƒ"‡Š'ކ‡"•ƒ"'—–
ƒ •‹–—ƒ–‹' 'ˆ ƒ …'ˆŽ‹…– 'ˆ ‹–‡"‡•–ǡ ‹†‹…ƒ–‡ –Ї
ƒ–—"‡'ˆ–Ї…'ˆŽ‹…–ƒ†˜ƒŽ—‡ǡ™Š‡"‡''••‹"އǤ
Yes The members of the Company's supervisory and
management bodies oblige to act in such a manner so as
to avoid conflict of interests with the Company. This is
determined in the Articles of Association of the
Company and in other documents of operation of the
Company.
For this '—"''•‡ǡ –Ї ‡"‡" 'ˆ –Ї ''ƒ›̵•
supervisory and management bodies submit to the
Company's body that elected them and the Company
the declarations about the absence of the conflict of
interests and oblige to immediately inform about any
change
of
the
circumstances
revealed
in
these
declarations.
—"‹‰–Ї"‡''"–‹‰'‡"‹'†ǡ–Ї"‡™ƒ•'–ƒ›…ƒ•‡•'ˆ
conflict of interests between the Company and the
member of its supervisory and management.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
7.2. Any member of the company's supervisory
and management body may not mix the
''ƒ›ǯ•ƒ••‡–•ǡ –Ї—•‡'ˆ™Š‹…ŠŠƒ•'–"‡‡
—–—ƒŽŽ› ƒ‰"‡‡† —''ǡ ™‹–Š Š‹•ȀЇ" '‡"•'ƒŽ
assets or use them or the information which
he/she learns by virtue of his/her position as a
member of a corporate body for his/her personal
benefit or for the benefit of any third person
without a prior agreement of the General Meeting
of Shareholders or any other corporate body
authorised by the meeting.
Yes Refer to the comment submitted regarding the item 7.1
above.
7.3. Any member of the company's supervisory
and
management
body
may
conclude
a
–"ƒ•ƒ…–‹' ™‹–Š –Ї …''ƒ›ǡ ƒ ‡"‡" 'ˆ ƒ
corporate body of which he/she is.
Such a
–"ƒ•ƒ…–‹' ȋ‡š…‡'– ‹•‹‰‹ˆ‹…ƒ– '‡• †—‡ –'
their low value or concluded when carrying out
routine operations in the company under usual
'†‹–‹'•Ȍ —•– "‡ ‹‡†‹ƒ–‡Ž› "‡''"–‡† ‹
™"‹–‹‰'"'"ƒŽŽ›ǡ"›"‡…'"†‹‰–Š‹•‹–Ї‹—–‡•
'ˆ –Ї ‡‡–‹‰ǡ –' '–Ї" ‡"‡"• 'ˆ –Ї •ƒ‡
corporate body or to the corporate body that has
elected
him/her
or
to
the
company's
shareholders.
Transactions specified in this
recommendation
are
also
subject
to
recommendation 4.5.
Yes —"‹‰ –Ї "‡''"–‹‰ '‡"‹'†ǡ –Ї ‡"‡"• 'ˆ –Ї
Company's
supervisory
and
management
bodies
concluded with the Company only the following
transactions: non-†‹•…Ž'•—"‡ ƒ‰"‡‡‡– ȋ'"Ž‹‰ƒ–‹'•Ȍ
and the independent members of the collegial bodies -
also concerning remunerations for the work in the
Company's collegial body according to the conditions
established by the body that elected them. The General
Manager of the Company has also concluded the
Employment Contract with the Company under the
conditions approved by the Company's Board. During
–Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ ' '–Ї" –"ƒ•ƒ…–‹'• "‡–™‡‡
the Company and the members of its collegial bodies
were concluded.
7.4. Any member of the company's supervisory
and management body should abstain from
voting when decisions concerning transactions
or other issues of personal or business interest
are voted on.
Yes The members of the Company's Board have been
familiarised with these provisions and they oblige to
observe these recommendations.
……'"†‹‰ –' –Ї '"ƒ…–‹…‡ ‡•–ƒ"Ž‹•Ї† ‹ –Ї ''ƒ›ǡ
the members of the Company's management and
supervisory bodies withdraw both when the decisions
adopted and in the cases when –Ї–"ƒ•ƒ…–‹'•ƒ†ȋ'"Ȍ
issues related to the member of the collegial body by
'‡"•'ƒŽ '" "—•‹‡•• ‹–‡"‡•– ƒ"‡ …'•‹†‡"‡† ȋƒ• ˆ'"
"‹…‹'އ ǣ''ƒ›ǯ•"‡—‡"ƒ–‹'''Ž‹…› ‹ˆ'"ƒ–‹'Ȍ‹–Ї…'ŽŽ‡‰‹ƒŽ"'†›Ǥ
Remuneration policy and procedure for approval, revision and disclosure of directors' remuneration established in
addition to secure the publicity and transparency of the remuneration policy of the company and managers the company should prevent potential conflicts of interest and abuse in determining remuneration of directors, in
8.1. A company should make a public statement
of
the
company's
remuneration
policy
ȋЇ"‡‹ƒˆ–‡" –Ї "‡—‡"ƒ–‹' •–ƒ–‡‡–ȌǤ Š‹•
statement should be part of the company's
annual accounts.
Remuneration statement
should also be posted on the company's website.
No —"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї ''ƒ› †‹† '–
apply the practice to make public statement of its
"‡—‡"ƒ–‹' ''Ž‹…›ǡ Š'™‡˜‡"ǡ ‹ˆ'"ƒ–‹' ƒ"'—– –Ї
key principles of the Company's General Manager's
remuneration payment is revealed in the annual report
of the year under review.
The information about the Company's accrued average
'–ŠŽ› "‡—‡"ƒ–‹' ȋ‹…Ž—†‹‰ ƒ……'"†‹‰ –' –Ї
†‹ˆˆ‡"‡– …ƒ–‡‰'"‹‡• 'ˆ –Ї ‡'Ž'›‡‡Ȍ †—"‹‰ –Ї ›‡ƒ"
under review is published on the website www.oil.lt .
8.2. Remuneration statement should mainly
focus on directors' remuneration policy for the
ˆ'ŽŽ'™‹‰
›‡ƒ"
ƒ†ǡ
‹ˆ
ƒ''"''"‹ƒ–‡ǡ
–Ї
subsequent years. The statement should contain
a summary of the implementation of the
remuneration policy in the previous financial
year. Special attention should be given to any
significant changes in company's remuneration
policy as compared to the previous financial
year.
No Refer to the comment in item 8.1 above.
The Company's directors' remuneration policy for the
subsequent years has not been provided in the annual
report. The annual report contains information about
the amount of money accrued for the members of he
Company's bodies.
8.3. Remuneration statement should leastwise
include the following information:
ͳȌ š'Žƒƒ–‹' 'ˆ –Ї relative importance of the
variable
and
non-variable
components
of
directors' remuneration;
No Refer to the comment in items 8.1 and 8.2 above.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
ʹȌ—ˆˆ‹…‹‡–‹ˆ'"ƒ–‹'''‡"ˆ'"ƒ…‡…"‹–‡"‹ƒ
–Šƒ–‡–‹–އ•†‹"‡…–'"•–'•Šƒ"‡''–‹'•ǡ•Šƒ"‡•'"
variable components of remuneration;
͵Ȍ—ˆˆ‹…‹‡–‹ˆ'"ƒ–‹'n on the linkage between
the remuneration and performance;
ͶȌ Ї ƒ‹ 'ƒ"ƒ‡–‡"• ƒ† "ƒ–‹'ƒŽ‡ ˆ'" ƒ›
annual bonus scheme and any other non-cash
benefits;
ͷȌ †‡•…"‹'–‹' 'ˆ –Ї ƒ‹ …Šƒ"ƒ…–‡"‹•–‹…• 'ˆ
supplementary pension or early retirement
schemes for directors.
8.4.
Remuneration
statement
should
also
summarize
and
explain
company's
policy
regarding the terms of the contracts executed
with executive directors and members of the
ƒƒ‰‡‡–"'†‹‡•Ǥ –•Š'—ކ‹…Ž—†‡ǡinter aliaǡ
information on the duration of contracts with
executive
directors
and
members
of
the
ƒƒ‰‡‡–
"'†‹‡•ǡ
–Ї
ƒ''Ž‹…ƒ"އ
'–‹…‡
periods and details of provisions for termination
payments linked to early termination under
contracts for executive directors and members of
the management bodies.
No Refer to the comment in items 8.1 and 8.2 above.
8.5.
The
information
on
preparatory
and
decision-ƒ‹‰ '"'…‡••‡•ǡ †—"‹‰ ™Š‹…Š ƒ
policy of remuneration of directors is being
‡•–ƒ"Ž‹•Ї†ǡ
•Š'—ކ
ƒŽ•'
"‡
†‹•…Ž'•‡†Ǥ
ˆ'"ƒ–‹'•Š'—ކ‹…Ž—†‡†ƒ–ƒǡ‹ˆƒ''Ž‹…ƒ"އǡ'
authorities and composition of the remuneration
'‹––‡‡ǡ ƒ‡• ƒ† •—"ƒ‡• 'ˆ ‡š–‡"ƒŽ
consultants whose services have been used in
determination of the remuneration policy as well
as the role of annual General Meeting of
Shareholders.
No Refer to the comment in items 8.1 and 8.2 above.
ͺǤ͸Ǥ
‹–Š'—–
'"‡Œ—†‹…‡
–'
–Ї
"'އ
ƒ†
organisation of the relevant bodies responsible
ˆ'"
•‡––‹‰
†‹"‡…–'"•ǯ
"‡—‡"ƒ–‹'•ǡ
–Ї
remuneration policy or any other significant
change
in
remuneration
policy
should
be
included into the agenda of the annual General
Meeting
of
Shareholders.
Remuneration
statement should be put for voting in annual
General Meeting of Shareholders. The vote may be
either mandatory or advisory.
No Refer to the comment in items 8.1 and 8.2 above.
8.7. Remuneration statement should also contain
detailed information on the entire amount of
"‡—‡"ƒ–‹'ǡ ‹…Ž—•‹˜‡ 'ˆ '–Ї" "‡‡ˆ‹–•ǡ –Šƒ–
was paid to individual directors over the relevant
financial year. This document should list at least
the information set out in items 8.7.1 to 8.7.4 for
each person who has served as a director of the
company at any time during the relevant
financial year.
8.7.1. 8.7.1. The following remuneration and/or
emoluments-related
information
should
be
disclosed:
ͳȌЇ–'–ƒŽƒ'—–'ˆ"‡—‡"ƒ–‹''ƒ‹†'"†—e
to the director for services performed during the
"‡Ž‡˜ƒ– ˆ‹ƒ…‹ƒŽ ›‡ƒ"ǡ ‹…Ž—•‹˜‡ 'ˆǡ ™Š‡"‡
"‡Ž‡˜ƒ–ǡ ƒ––‡†ƒ…‡ ˆ‡‡• ˆ‹š‡† "› –Ї ƒ—ƒŽ
General Meeting of Shareholders;
ʹȌ Ї "‡—‡"ƒ–‹' ƒ† ƒ†˜ƒ–ƒ‰‡• "‡…‡‹˜‡†
from any undertaking belonging to the same
group;
͵Ȍ Ї "‡—‡"ƒ–‹' 'ƒ‹† ‹ –Ї ˆ'" 'ˆ '"'ˆ‹–
No Refer to the comment in items 8.1 and 8.2 above.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
sharing and/or bonus payments and the reasons
why such bonus payments and/or profit sharing
were granted;
ͶȌ ˆ '‡"‹••‹"އ "› –Ї Žƒ™ǡ ƒ› •‹‰‹ˆ‹…ƒ–
additional remuneration paid to directors for
special services outside the scope of the usual
functions of a director;
ͷȌ ''‡•ƒ–‹' "‡…‡‹˜ƒ"އ '" 'ƒ‹† –' ‡ƒ…Š
former executive director or member of the
management body as a result of his resignation
from the office during the previous financial
year;
͸Ȍ '–ƒŽ ‡•–‹ƒ–‡† ˜ƒŽ—‡ 'ˆ '-cash benefits
'•‹†‡"‡† ƒ• "‡—‡"ƒ–‹'ǡ '–Ї" –Šƒ –Ї
items covered in the 1-5 points.
8.7.2. 8.7.2. As regards shares and/or rights to
acquire share options and/or all other share-
‹…‡–‹˜‡ •…Ї‡•ǡ –Ї ˆ'ŽŽ'™‹‰ ‹nformation
should be disclosed:
ͳȌЇ—"‡"'ˆ•Šƒ"‡''–‹'•'ˆˆ‡"‡†'"•Šƒ"‡•
granted by the company during the relevant
financial year and their conditions of application;
ʹȌ Ї —"‡" 'ˆ •Šƒ"‡• ''–‹'• ‡š‡"…‹•‡†
during the relevant financial year andǡˆ'"‡ƒ…Š'ˆ
–Їǡ –Ї —"‡" 'ˆ •Šƒ"‡• ‹˜'Ž˜‡† ƒ† –Ї
exercise price or the value of the interest in the
share incentive scheme at the end of the financial
year;
͵Ȍ Ї —"‡" 'ˆ •Šƒ"‡ ''–‹'• —‡š‡"…‹•‡† ƒ–
the end of the financial year; their exercis‡'"‹…‡ǡ
the exercise date and the main conditions for the
exercise of the rights;
ͶȌ ŽŽ …Šƒ‰‡• ‹ –Ї –‡"• ƒ† …'†‹–‹'• 'ˆ
existing share options occurring during the
financial year.
8.7.3. The following supplementary pension
schemes-related
information
should
be
disclosed:
ͳȌЇ–Ї'‡•‹'•…Ї‡‹•ƒ†‡ˆ‹‡†-benefit
•…Ї‡ǡ …Šƒ‰‡• ‹ –Ї †‹"‡…–'"•ǯ ƒ……"—‡†
benefits under that scheme during the relevant
financial year;
ʹȌ Ї –Ї '‡•‹' •…Ї‡ ‹• †‡ˆ‹‡†-
'–"‹"—–‹' •…Ї‡ǡ †‡–ƒ‹Ž‡† information on
contributions paid or payable by the company in
respect of that director during the relevant
financial year.
8.7.4. The statement should also state amounts
that the company or any subsidiary company or
entity included in the consolidated annual
financial statements of the company has paid to
each person who has served as a director in the
company at any time during the relevant
ˆ‹ƒ…‹ƒŽ ›‡ƒ" ‹ –Ї ˆ'" 'ˆ Ž'ƒ•ǡ ƒ†˜ƒ…‡
'ƒ›‡–• '" ‰—ƒ"ƒ–‡‡•ǡ ‹…Ž—†‹‰ –Ї ƒ'—–
outstanding and the interest rate.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
8.8.
Schemes
anticipating
remuneration
of
†‹"‡…–'"• ‹ •Šƒ"‡•ǡ •Šƒ"‡ ''–‹'• '" ƒ› '–Ї"
right to purchase shares or be remunerated on
the basis of share price movements should be
subject to the prior approval of annual General
Meeting of Shareholders by way of a resolution
prior to their adoption. The approval of scheme
should be related with the scheme itself and not
to the grant of such share-based benefits under
that
scheme
to
individual
directors.
All
significant changes in scheme provisions should
also be subject to shareholders' approval prior to
their adoption; the approval decision should be
made in annual General Meeting of Shareholders.
In such case shareholders should be notified on
all terms of suggested changes and get an
explanation on the impact of the suggested
changes.
Not applicable During the year under review the Company has not
applied any schemes anticipating remuneration of
†‹"‡…–'"•‹•Šƒ"‡•ǡ•Šƒ"‡''–‹'•'"ƒ›'–Ї" right to
purchase shares or be remunerated on the basis of
share price movements. This has not been provided for
neither
by
the
existing
Management
personnel
remuneration procedure nor employment contracts
with directors and other employees of the Company.
8.9. The following issues should be subject to
approval by the annual General Meeting of
Shareholders:
"ƒ–'ˆ•Šƒ"‡-"ƒ•‡†•…Ї‡•ǡ‹…Ž—†‹‰•Šƒ"‡
ͳȌ
''–‹'•ǡ–'†‹"‡…–'"•Ǣ
ʹȌ‡–‡"‹ƒ–‹''ˆƒš‹——"‡"'ˆ•Šƒ"‡•
and main conditions of share granting;
͵Ȍ Ї –‡" ™‹–Š‹ ™Š‹…Š ''–‹'• …ƒ "‡
exercised;
ͶȌ Ї …'†‹–‹'• ˆ'" ƒ› •—"•‡"—‡– …Šƒ‰‡‹
–Ї‡š‡"…‹•‡'ˆ–Ї''–‹'•ǡ‹ˆ'‡"‹••‹"އ"›Žƒ™Ǣ
ͷȌ ŽŽ '–Ї" Ž'‰-term incentive schemes for
which directors are eligible and which are not
available to other employees of the company
under similar terms.
Annual general meeting should also set the
deadline within which the body responsible for
remuneration
of
directors
may
award
compensations listed in this article to individual
directors.
8.10. Should national law or company's Articles
'ˆ ••'…‹ƒ–‹' ƒŽŽ'™ǡ ƒ› †‹•…'—–‡† ''–‹'
arrangement under which any rights are granted
to subscribe to shares at a price lower than the
market value of the share prevailing on the day
'ˆ –Ї'"‹…‡†‡–‡"‹ƒ–‹'ǡ'" –Їƒ˜‡"ƒ‰‡'ˆ –Ї
market values over a number of days preceding
–Ї †ƒ–‡ ™Š‡ –Ї ‡š‡"…‹•‡ '"‹…‡ ‹• †‡–‡"‹‡†ǡ
should also be subject to the shareholders'
approval.
8.11. Provisions of Articles 8.8 and 8.9 should not
be
applicable
to
schemes
allowing
for
participation
under
similar
conditions
to
company's employees or employees of any
subsidiary
company
whose
employees
are
eligible to participate in the scheme and which
has been approved in the annual General Meeting
of Shareholders.
Not applicable Refer to the comment submitted regarding the item 8.8
above.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
8.12. Prior to the annual general meeting that is
intended to consider decision stipulated in
"–‹…އͺǤͺǡ–Ї•Šƒ"‡Š'ކ‡"•—•–"‡'"'˜‹†‡†ƒ
opportunity to familiarise with draft resolution
and
project-"‡Žƒ–‡†
'–‹…‡
ȋ–Ї
†'…—‡–•
•Š'—ކ "‡ ''•–‡† ' –Ї …''ƒ›ǯ• ™‡"•‹–‡ȌǤ
The notice should contain the full text of the
share-based
remuneration
schemes
or
a
†‡•…"‹'–‹' 'ˆ –Ї‹" ‡› –‡"•ǡ ƒ• ™‡ŽŽ ƒ• ˆ—ŽŽ
names of the participants in the schemes. Notice
should also specify the relationship of the
schemes and the overall remuneration policy of
the directors. Draft resolution must have a clear
reference to the scheme itself or to the summary
of its key terms.
Shareholders must also be
presented with information on how the company
intends to provide for the shares required to
meet its obligations under incentive schemes. It
should be clearly stated whether the company
‹–‡†• –' "—› •Šƒ"‡• ‹ –Ї ƒ"‡–ǡ Бކ –Ї
shares in reserve or issue new ones. There
should also be a summary on scheme-related
expenses the company will suffer due to the
anticipated application of the scheme. All
information given in this article must be posted
on the company's website.
"‹…‹'އ ǣЇ"'އ'ˆ stakeholders in corporate governance
The corporate governance framework should recognise the rights of stakeholders as established by law and
encourage active co-operation between companies and stakeholders in creating the company value, jobs and financial
sustainability. For the purposes of this Principle, the concept "stakeholders" includes investors, employees, creditors,
suppliers, clients, local community and other persons having certain interest in the company concerned.
9.1. The corporate governance framework should
assure that the rights of stakeholders that are
protected by law are respected.
9.2. The corporate governance framework should
create
conditions
for
the
stakeholders
to
participate in corporate governance in the
manner prescribed by law.
Examples of
mechanisms of stakeholder participation in
corporate
governance
include:
employee
participation in adoption of certain key decisions
for the company; consulting the employees on
corporate governance and other important
issues; employee participation in the company's
share
capital;
creditor
involvement
in
governance in the context of the company's
‹•'Ž˜‡…›ǡ‡–…Ǥ
ͻǤ͵Ǥ ͻǤ͵Ǥ Ї"‡ stakeholders participate in the
'"''"ƒ–‡‰'˜‡"ƒ…‡'"'…‡••ǡ –Ї›•Š'—ކŠƒ˜‡
access to relevant information.
"‹…‹'އǣ ˆ'"ƒ–‹'†‹•…Ž'•—"‡ƒ†–"ƒ•'ƒ"‡…›
Yes The execution of this recommendation is ensured by the
accurate
supervision
and
control
of
the
state
institutions
and
organisations
regulating
and
controlling the Company's activities.
The management bodies consult with the employees on
corporate governƒ…‡ ƒ† '–Ї" ‹''"–ƒ– ‹••—‡•ǡ
employee participation in the Company's share capital
is not limited.
Publicity of the essential information about the
Company's activity creates the conditions for the
holders of interests to participate in the management of
the Company according to the procedure established by
–ЇŽƒ™ƒ†–Ї"–‹…އ'ˆ••'…‹ƒ–‹'ǡƒ•™‡ŽŽƒ•ˆ'"–Ї
Company's employees also according to the Collective
Agreement of the Company.
The corporate governance framework should ensure that timely and accurate disclosure is made on all material
information regarding the company, including the financial situation, performance and governance of the company.
10.1. The company should disclose information
on:
The financial and operating results of the
company;
Company objectives;
Persons holding by the right of ownership or in
control of a block of shares in the company;
Members of the company's supervisory and
ƒƒ‰‡‡–"'†‹‡•ǡ…Š‹‡ˆ‡š‡…—–‹˜‡'ˆˆ‹…‡"'ˆ–Ї
company and their remuneration;
Material foreseeable risk factors;
Transactions
between
the
company
and
Yes Performance and corporate governance is regularly
disclosed by distributing press posts about material
events on NASDAQ OMX AB Vilnius Stock Exchange
™‡"•‹–‡ǡƒ•™‡ŽŽƒ•‹–Ї''ƒ›̵•ƒ—ƒŽ"‡''"–•ƒ†
ˆ‹ƒ…‹ƒŽ •–ƒ–‡‡–•ǡ '"‡•• "‡Ž‡ƒ•‡• '—"Ž‹•Ї† ‹ –Ї
exchange and in other public presentations of the
Company activity.
The Company is not limited only by disclosure of
minimum necessary public information and also
publishes other important information about the
Company's activity.
The documents that contain certain information are
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
'‡…–‡† '‡"•'•ǡ ƒ• ™‡ŽŽ ƒ• –"ƒ•ƒ…–‹'•
concluded outside the course of the company's
regular operations;
Material issues regarding employees and other
stakeholders;
Governance structures and strategy.
This list should be deemed as a minimum
"‡…'‡†ƒ–‹'ǡ
™Š‹Ž‡
–Ї
''ƒ‹‡•
ƒ"‡
encouraged not to limit themselves to disclosure
of the information specified in this list.
10.2. It is recommended that consolidated results
of the whole group to which the company
belongs should be disclosed when information
specified in item 1 of Recommendation 10.1 is
under disclosure.
10.3. It is recommended that information on the
'"'ˆ‡••‹'ƒŽ "ƒ…‰"'—†ǡ "—ƒŽ‹ˆ‹…ƒ–‹'• 'ˆ –Ї
members
of
supervisory
and
management
"'†‹‡•ǡ …Š‹‡ˆ executive officer of the company
should be disclosed as well as potential conflicts
of interest that may have an effect on their
decisions when information specified in item 4 of
Recommendation 10.1 about the members of the
company's supervisory and management bodies
is under disclosure. It is also recommended that
information about the amount of remuneration
received from the company and other income
should be disclosed with regard to members of
the company's supervisory and management
bodies and chief executive officer as per Principle
VIII.
10.4. It is recommended that information about
the
links
between
the
company
and
its
•–ƒ‡Š'ކ‡"•ǡ ‹…Ž—†‹‰ ‡'Ž'›‡‡•ǡ …"‡†‹–'"•ǡ
•—''Ž‹‡"•ǡ Ž'…ƒŽ …'—‹–›ǡ ƒ• ™‡ŽŽ ƒ• –Ї
company's
policy
with
regard
to
human
resou"…‡•ǡ‡'Ž'›‡‡'ƒ"–‹…‹'ƒ–‹'•…Ї‡•‹–Ї
''ƒ›ǯ••Šƒ"‡…ƒ'‹–ƒŽǡ‡–…Ǥ•Š'—ކ"‡†‹•…Ž'•‡†
when information specified in item 7 of
Recommendation 10.1 is under disclosure.
published in Lithuanian and English on the publicly
accessible website of the NASDAQ OMX AB Vilnius Stock
Exchange.
10.5. Information should be disclosed in such a
way that neither shareholders nor investors are
discriminated with regard to the manner or
scope of access to information.
Information
should be disclosed to all simultaneously. It is
recommended that notices about material events
should be announced before or after a trading
•‡••‹''–Ї‹Ž‹—•–'…š…Šƒ‰‡ǡ•'–Šƒ–ƒŽŽ
the
company's
shareholders
and
investors
should have equal access to the information and
make informed investing decisions.
Yes The Company discloses information in Lithuanian and
English
simultaneously
through
the
information
disclosure system of NASDAQ OMX AB Vilnius Stock
Exchange so that the submitted identical information in
both languages could simultaneously be announced
thus guaranteeing its simultaneous dissemination to all
Company's
shareholders
so
that
all
Company's
shareholders
and
investors
have
the
same
opportunities to familiarize with information and adopt
certain investment decisions.
In its practice the Company focuses on publication of
notifications about essential events before or after
Vilnius Stock Exchange trading session.
10.6. Channels for disseminating information
should provide ˆ'" ˆƒ‹"ǡ –‹‡Ž› ƒ† …'•–-efficient
access to relevant information by users.
It is
recommended that information technologies
should be employed for wider dissemination of
‹ˆ'"ƒ–‹'ǡ
ˆ'"
‹•–ƒ…‡ǡ
"›
'Žƒ…‹‰
–Ї
information on the company's website.
It is
recommended
that
information
should
be
published and placed on the company's website
'– 'Ž› ‹ ‹–Š—ƒ‹ƒǡ "—– ƒŽ•' ‹ ‰Ž‹•Šǡ ƒ†ǡ
™Š‡‡˜‡" ''••‹"އ ƒ† ‡…‡••ƒ"›ǡ ‹ '–Ї"
languages as well.
Yes Refer to the comment in item 10.5 above.
Similarly to published information in the system of
NASDAQ OMX AB ‹Ž‹—• –'… š…Šƒ‰‡ǡ ‹ˆ'"ƒ–‹'
is also published on the Company's website.
Access to information in the system of NASDAQ OMX AB
Vilnius Stock Exchange and on the Company's website
is free for the shareholders.
PRINCIPLES / RECOMMENDATIONS Yes and NO
Not applicable
COMMENTARY
10.7. It is recommended that the company's
annual reports and other periodical accounts
prepared by the company should be placed on
the company's website. It is recommended that
the company should announce information about
material events and changes in the price of the
company's shares on the Stock Exchange on the
company's website too.
Yes The Company takes into account this recommendation
and places the information on the Company's website.
"‹…‹'އ ǣЇ•‡Ž‡…–‹''ˆ–Ї…''ƒ›ǯ• auditor
The mechanism of the selection of the company's auditor should ensure independence of the firm of auditor's
conclusion and opinion.
11.1. An annual audit of the company's financial
statements and report should be conducted by
an independent firm of auditors in order to
provide an external and objective opinion on the
company's financial statements.
Yes Ї''ƒ›'"•‡"˜‡•–Š‹•"‡…'‡†ƒ–‹'ǡƒ—ƒŽŽ›ǡ
an independent firm of auditors conducts an audit of
the Company's annual financial statements and report
according to the International Accounting Standards
and
submits
an
independent
auditor's
report
concerning financial statements and annual report.
11.2. It is recommended that the company's
•—'‡"˜‹•'"›"'ƒ"†ƒ†ǡ™Š‡"‡‹–‹•'–•‡–—'ǡ–Ї
company's board should propose a candidate
firm of auditors to the General Meeting of
Shareholders.
No The Company's Board proposes a candidate firm of
auditors to the General Meeting of Shareholders taking
into account the results of Public Procurement of
acquiring audit services.
……'"†‹‰ –' –Ї '"ƒ…–‹…‡ ‡•–ƒ"Ž‹•Ї† ‹ –Ї ''ƒ›ǡ
the Company's Supervisory Board is informed about the
offered choice of the firm of auditors before the General
Meeting of Shareholders adopts a decision concerning
election of the firm of auditors for execution of the audit
of the annual financial reports and determination of
conditions of payment for the audit services.
11.3. It is recommended that the company should
disclose to its shareholders the level of fees paid
to the firm of auditors for non-audit services
rendered to the company.
This information
should
be
also
known
to
the
company's
•—'‡"˜‹•'"› "'ƒ"† ƒ†ǡ ™Š‡"‡ ‹– ‹• '– ˆ'"‡†ǡ
the company's board upon their consideration
which firm of auditors to propose for the General
Meeting of Shareholders.
Not applicable The firm of auditors is not paid by the Company for
consultations on tax and business issues.

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