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KN Energies AB

Remuneration Information Apr 24, 2009

2252_rpt_2009-04-24_0a0426d7-955d-409a-937a-3ec751bcbeaf.pdf

Remuneration Information

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Appendix 2 to the Annual Report of SC Klaipedos Nafta for 2008

Supplement to the information disclosed in the Annual Report for 2008 in accordance with the requirements of the Law on Securities of the Republic of Lithuania

Personnel group Average listed number of
employees
Average monthly salary in LTL
Year
2006
Year
2007
Year
2008
Year
2006
Year
2007
Year
2008
Managers 5 5 5 17461 19858 20857
Specialists 87 87 86 4585 4987 5404
Workers 211 208 210 2750 3065 3624
In total 303 300 301 3275 3643 4145

1. Salaries of respective personnel groups of SC Klaipėdos Nafta:

2. Information on purchased and disposed own shares

During the accounting period the Company did not possess or acquire any own shares.

3. Information about Company's branches and representative offices.

The Company has no branches or representative offices.

4. The structure of the Issuer's authorized capital

The Company's authorized capital registered on 31 December 2008 amounts to LTL 342000000. The authorized capital is divided into 342 000 000 ordinary shares with a par value of LTL 1.

The structure of SC Klaipėdos Nafta's authorized capital according to the type of shares:

Type of shares Number of
shares
(ps.)
Par value in
LTL
Total par value
in LTL
(%) in the
authorized
capital
Ordinary shares 342 000 000 1 342 000 000 100

All the shares of SC Klaipėdos Nafta have been fully paid.

All the shares issued by the Company are ordinary registered shares granting its owners (shareholders) equal rights.

An ordinary registered share of the Company shall grant the following property rights to its owner (shareholder):

  1. to receive a part of the Company's profit (dividend);

  2. 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;

  3. to receive a part of the assets of the Company in liquidation;

  4. to receive shares free of charge if the Authorized Capital is increased out of the funds of the Company (except in the cases specified by the imperative norms of the valid laws);

  5. to have the preferential right in acquiring shares or convertible debentures issued by the Company except in cases when the General Shareholders' Meeting by a qualified majority of votes that shall not be less than 3/4 of the participating and voting shares for solution of this matter, resolves to withdraw the preferential right in acquiring the Company's newly issued shares or convertible debentures for all the shareholders;

  6. to lend to the Company in the manner prescribed by law, however, when borrowing from its shareholders the Company has no right to pledge its assets to the shareholders. When the Company borrows from its shareholder, the interest may not be higher than the average interest rate offered by commercial banks of the locality where the Lender has his place of residence or business, which was in effect on the day of conclusion the Loan Agreement. In such a case the Company and its shareholders shall be prohibited from negotiating a higher interest rate;

  7. other property rights established by the laws.

An ordinary registered share of the Company shall grant the following nonproperty rights to its owner (shareholder):

  1. to attend the General Shareholders' Meetings and to vote according to voting rights carried by their shares (unless otherwise provided for by the laws);

  2. to receive information on the Company to the extent allowed by the imperative norms of the valid laws;

  3. to file a claim with the court for reparation of damage resulting from nonfeasance or malfeasance by the Manager of the Company and Board members of their obligations prescribed by the laws and the Articles of Association of the Company as well as in other cases laid down by laws;

  4. the right to vote at General Shareholders' Meetings may be withdrawn or restricted in cases established by laws, also in case share ownership is contested;

  5. other non-property rights established by the laws and these Articles of Association.

5. Restrictions regarding transfer of securities

None

6. Shareholders

The shareholders who have owned more than 5 % of the authorized capital of the Company as on 31 December 2008:

Number of shares (ps.) owned Part (%) of
Shareholder's name (Company's name, address, by proprietary right authorized
Company Register Code) capital
State of LR, represented by Ministry of Economy,
Gedimino pr.38/2, Vilnius, 188621919 241 544 426 70, 63
AB ACHEMA, 156667399, Jonalaukio km., Ruklos 26 022 355 7, 61
sen., Jonavos rajonas

SC Klaipedos Nafta is a strategic enterprise according to the Law on the Enterprises having strategic importance for the national security of the Republic of Lithuania. More than ½ of the Company's shares carrying the right to vote shall belong to the State in these (strategic) enterprises.

At the end of the year (on 31 December 2008) the total number of the Shareholders of SC Klaipedos Nafta was 1 431. 12,88 % of the shares (44 038 498) belong to 1361 minority shareholders. Among them Director General of the Company Jurgis Aušra has 111 100 shares, Production Director Gediminas Vitkauskas – 38 100 shares, Chief Financier Johana Bučienė – 20 000 shares of the Company.

31 December 2008 31 December 2007 31 December 2006
Shareholders Number of Part of Number of Part of Number of Part of
shares ownership shares ownership shares ownership
owned owned owned
(thousands) (thousands) (thousands)
State of LR, represented by
Ministry of Economy 241 544 70.63 % 241 544 70,63 % 241 544 70,63 %
Legal persons of Lithuania 28 258 8,26 % 8 186 2,39 % 2 647 0,77 %
Natural persons of Lithuania 44 038 12,88 % 43 085 12,60 % 47 649 13,94 %
Legal persons from abroad 25 739 7,53 % 46 848 13,70 % 47 480 13,88 %
Natural persons from abroad 2 421 0,70 % 2 337 0,68 % 2 680 0,78 %
In total 342 000 100,00 % 342 000 100,00 % 342 000 100,00 %

Shareholders of the Company as on 31 December 2008, 2007 and 2006:

7. Shareholders with special control rights and description of their rights

None.

8. Full restrictions of voting rights.

None.

9. All the mutual agreements of the shareholders the Issuer is aware of and in respect of which the transfer of securities and/or voting rights can be restricted

None.

10. Company's Management

The Supervisory Board is the Company's collegial supervising body which elects members of the Board, supervises activities of the Board and the Chief Executive Officer, makes decisions on other issues regarding Company's activities prescribed to the competence of the Supervisory Board. On 19 April 2007 the General Shareholders' Meeting of SC Klaipėdos Nafta elected the following members of the Supervisory Board for a four year term of office:

DOMINIKAS PEČIULIS – Chairman of the Supervisory Board. Deputy Manager of State Property Privatization and Management Division of Company Economy and Management Department of the Ministry of Economy. He owns no shares of the Company. He does not participate in the management and capital of any other enterprise.

VYTAUTAS ARŠAUSKAS – a member of the Supervisory Board. Chief specialist of Petroleum Division of Energy Resources Department of the Ministry of Economy. He is also Chairman of the Supervisory Board of AB "Suskystintos dujos" and a member of the Supervisory Board of AB "Mažeikių nafta". He owns no shares of the Company. He does not participate in the capital of any other enterprise.

VANDA KRENIENĖ - a member of the Supervisory Board. Senior specialist of Analysis and Forecast Division of Economy Strategy Department of the Ministry of Economy. She owns no shares of the Company. She does not participate in the management and capital of any other enterprise.

During the year 2008 the Company's Supervisory Board did not receive any loans, guarantees, no any other payments or property transfers were made or accrued.

The Management Bodies of the Company: the Board and the Chief Executive Officer - Director General. The Board of the Company is responsible for the adequate strategic management of the

Company. The Company's Board adopts the main strategic decisions influencing increase of the Shareholders' ownership. The Board members:

VLADAS GAGILAS – Chairman of the Board. Director of Energy Resources Department of the Ministry of Economy. A member of the Board of AB "Lietuvos dujos". He does not own any shares of the Company. He was elected the Chairman of the Board for a four year term of office (the years 2007 - 2010) on 19 April 2007.

GEDIMINAS VAIČIŪNAS – a member of the Board. Adviser on the matters related to energy of the Division of Transport and Economic Affairs of the Department of Finance and Economic Affairs of the Lithuanian Government. He does not own any shares of the Company. He was elected a member of the Board on 6 June 2008.

ROBERTAS TAMOŠIŪNAS - a member of the Board. Head of Petroleum Division of Energy Resources Department of the Ministry of Economy. He does not own any shares of the Company. He does not participate in the management and capital of any other enterprise. He was elected a member of the Board for a four year term of office (the years $2007 - 2010$ ) on 19 April 2007.

GRAŽINA JAGELAVIČIENĖ – a member of the Board. Chief specialist of Analysis and Forecast Division of Economy Strategy Department of the Ministry of Economy. She does not own any shares of the Company. She does not participate in the management and capital of any other enterprise. She was elected a member of the Board on 4 April 2008.

LAURENTINA GARBAUSKIENE - a member of the Board. Chief specialist of State Property Privatization Division of Company Law and Privatization Department of the Ministry of Economy. She does not own any shares of the Company. She does not participate in the management of any other enterprise. She was elected a member of the Board for a four year term of office (the years $2007 - 2010$ ) on 19 April 2007.

During the year 2008 the members of the Board did not receive any loans, guarantees, no any other payments or property transfers were made or accrued.

The Company is managed by Director General. Director General is not a member of the Board.

JURGIS AUSRA – Director General, appointed on 11 February 2002. Higher education. He graduated from Kaunas Politechnical Institute and acquired speciality of power engineer. On 31 December 2008 he owned 111 100 shares of the Company. He does not participate in the management of any other enterprise. He owns shares of AB "Klaipėdos mediena", comprising less than 1 % of the authorized capital of the said companies.

JOHANA BUČIENĖ - Chief Financier. Higher education. She graduated from Lithuanian Academy of Agriculture. She has been working as Chief Financier of SC Klaipedos Nafta since 1994. On 31 December 2008 she owned 20 000 shares of the Company. She also owns ordinary registered shares of AB "Dilikas", comprising less than 1 % of the authorized capital of the said company.

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Director General

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