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KN Energies AB

AGM Information Apr 29, 2013

2252_dva_2013-04-29_46cc26e5-fb25-455e-81a5-398ee935ef4f.pdf

AGM Information

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GENERAL BALLOT PAPER FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AB KLAIPEDOS NAFTA (HEREINAFTER "THE COMPANY"), TO BE HELD ON 30 APRIL 2013

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Name, surname (name) of the shareholder:

Personal code (code) of the shareholder:

The number of owned shares:

The number of votes held:

Organisational issues

To propose to elect as the Chairman of the Meeting and to vote "for" the proposed candidate:

..............................................................

To propose to elect as the Secretary of the Meeting and to vote "for" the proposed candidate:

...............................................................

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To propose to elect as the person responsible for the performance of the actions provided for in paragraph 2 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote "for" the proposed candidate:

Please cross out what does not apply ("FOR" or "AGAINST") and leave the selected version of the decision not crossed:

Agenda items Draft resolutions
1. Announcement of the Independent Auditor's "The Independent Auditor's Report regarding the Financial Statements and Annual Report of the For Against
Report regarding the Financial Statements and
Annual Report of the Company for the year
2012 to the shareholders
Company for the year 2012 had been heard by the shareholders. Decision on this topic of the Agenda
should not be taken."
2. Announcement of the Annual Report of
Klaipėdos nafta, AB for the year 2012 to the
shareholders, as approved by the Board of the
Company
"The Annual Report of Klaipėdos nafta, AB for the year 2012, as drafted by the Company, assessed by
the Independent Auditor and approved by the Board of Klaipėdos nafta, AB had been heard by the
Company. Decision on this topic of the Agenda should not be taken."
For Against
3. On the approval of the audited Financial
Statements of Klaipėdos nafta, AB for the year
2012
"To approve the audited Financial Statements of Klaipėdos nafta, AB for the year 2012." For Against
4. On the appropriation of profit (loss) of
Klaipėdos nafta, AB for the year 2012
I alternative draft decision: For Against
"To distribute the Company's profit in the total sum of 41,005,664.91 LTL (equal to 11,876,061.43
EUR) available for appropriation, as follows:
LTL EUR
Retained earnings at the beginning of the
financial year (01.01.2012)
70,794,904.26 20,503,621.48
Dividends declared (56,981,000.00) (16,502,838.28)
Transfers into reserves (14,245,000.00) (4,125,637.16)
Net profit for the current financial year 41,436,760.65 12,000,915.39
Total profit to be appropriated 41,005,664.91 11,876,061.43
Appropriation of profit
to the mandatory
reserve
2,050,283.25 593,803.07
Appropriation of profit to other reserves 38,955,381.66 11,282,258.36
Retained earnings at the end of the
financial year (31.12.2012)
- -"
II alternative draft decision: For Against
"To distribute the Company's profit in the total sum of 41,005,664.91 LTL (equal to 11,876,061.43
EUR) available for appropriation, as follows:
LTL EUR
Retained earnings at the beginning of the
financial year (01.01.2012)
70,794,904.26 20,503,621.48
Dividends declared
Transfers into reserves
(56,981,000.00)
(14,245,000.00)
(16,502,838.28)
(4,125,637.16)
Net profit for the current financial year 41,436,760.65 12,000,915.39
Total profit to be appropriated 41,005,664.91 11,876,061.43
Appropriation of profit to the mandatory
reserve
2,050,283.25 593,803.07
Profit attributed for dividends
Appropriation of profit to other reserves
410,056.65
38,545,325.01
118,760.61
11,163,497.75
Retained earnings at the end of the
financial year (31.12.2012)
- -
Dividends per share are LTL 0.00107737779 (or EUR 0.00031203017)."
5.
On the assignment of the audit company that
"Based on the results of the Public Tender "Purchase of Audit Services for the Year 2013" the audit
shall perform the audit of the Financial
company to be assigned for the performance of the audit of the Financial Statements of the Company
Statements for the year 2013 and the approval
and assessment of its Annual Report for the year 2013, shall be –KPMG Baltics, UAB (hereinafter
of the terms of payment for audit services
referred to as the Auditor);
To authorise the General Manger of the Company to conclude the contract for audit services
(hereinafter referred to as the Contract), based on which the total audit fee in the amount of 57,000.00
LTL (fifty seven thousand Lithuanian litas) exclusive of VAT shall be paid for the audit of the
Company's Financial Statement, assessment of the Annual Report for the year 2013 and drafting of the
Auditor's Report
(hereinafter referred to as the Audit Fee), as well as to determine the following
conditions of payment:
For Against
-
The Audit fee does not include travel and accommodation expenses, incurred by the Auditor in
providing services under this Contract. The Client shall reimburse these expenses to the Auditor.
-
The Auditor shall issue invoices for the Audit fee, as follows: 29.000 Litas exclusive of VAT after
completion of the interim audit but not later than 30 November of the relevant year and 28.000 Litas
exclusive of VAT after issuance of draft Auditor's Report on the relevant year Financial Statements by
the Auditor. The invoices shall be paid up by the Company within 10 days after issuance of the
invoices.
-
All amounts and payments due according to this Contract shall be calculated and payable in
Lithuanian Litas based on the official exchange rate of Litas and Euro as set by the Bank of Lithuania
and which is 3.4528:1 as at the day of conclusion of this Contract. In case of devaluation of Litas or
reduction of its value due to any other reason, all amounts and payments which became or will be
come due and which are not paid at the day of changing of the official exchange rate, shall be
recalculated in the way that the recalculated amount shall be equal to the amount in Euro which would
have been paid prior to the changing of the official exchange rate."
Regarding any other new draft decisions, not indicated above, to vote
with all the held votes
For Against
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We hereby confirm that we have familiarised in advance with the agenda of the Annual General Meeting of Shareholders of the Company referred to in this Ballot Paper and the draft resolutions contained herein, therefore we may express in advance in writing the will of ………………………………………………………..……………….. as shareholder of the Company in voting on the matters considered at the Annual General Meeting of Shareholders. Having regard to our will expressed in writing on the agenda items of the Annual General Meeting of Shareholders, it should be considered that ……………………………………………….……….. participated in the Annual General Meeting of Shareholders of the Company held on 30 April 2013.

Name, surname, position of the shareholder (its representative)

Date and signature of the shareholder (its representative)

Date, name and number of the authorisation to vote (should general ballot paper is signed not by anyone other than the head of the shareholder's company)

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