KN Energies AB

AGM Information • Jul 3, 2019

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author: "Kristina Kuodien\u0117"
date: 2019-07-03 11:23:00+00:00
processing_status: success_python-docx_mammoth

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BALLOT PAPER FOR VOTING IN WRITING IN THE REPEAT EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AB KLAIPEDOS NAFTA,

TO BE HELD ON 18-07-2019

Shareholder’s first name, surname (legal entity name)

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

Shareholder’s personal ID number (legal entity code)

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

Number of shares held

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

Number of votes held

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

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

Organizational issues of the meeting
To propose to elect the following person as the Chairman of the meeting and to vote “for” the proposed candidate: ………………………………………………………
To propose to elect the following person as the Secretary of the meeting and to vote “for” the proposed candidate: ………………………………………………………
To propose to elect the following person as the person responsible for performance of actions provided for in paragraph 2 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote “for” the proposed candidate: ………………………………………………………
Matter on the agenda	Draft resolution
1. Item of the Agenda No 1 - Regarding the approval of the decision of AB Klaipedos Nafta’s Board to transfer liquefied natural gas terminal activities to subsidiary UAB SGD terminalas:	„To approve the decision of AB Klaipedos Nafta‘s Board: 1. To transfer the whole regulated activity of liquefied natural gas (hereinafter – LNG) terminal including but not limited to: (i) all movable and immovable property, cash and other assets related to the LNG activity in accordance with annex No. 5; and (ii) the existing loans set forth in the (a) Finance Contract (with all amendments and additional agreements and other documents related thereto) with European Investment Bank No. SERAPIS 2012-0490, FI 82.631 LT, dated 09-07-2013 along with the state guarantee provided by the Ministry of Finance of the Republic of Lithuania, dated 13-12-2013; (b) Loan Agreement (with all amendments and additional agreements and other documents related thereto) with Nordic Investment Bank No. L 5523, dated 27-11-2014 along with the state guarantee provided by the Ministry of Finance of the Republic of Lithuania, dated 12-01-2015; and (iii) the time charter party agreement (with all amendments and additional agreements and other documents related thereto) signed by AB Klaipedos Nafta and UAB Hoegh LNG Klaipeda (formerly Höegh LNG Limited), dated 02-03-2012; and (iv) all rights and obligations related thereto; as a complex (business unit) (Article 6.402 of the Civil Code of the Republic of Lithuania), which value is EUR 25,802,527 as established in the independent property evaluation report by the company Uzdaroji akcine bendrove korporacija "Matininkai", code 121913439, dated 01-02-2019, to the wholly controlled subsidiary of AB Klaipedos Nafta – UAB SGD terminalas, code 304977459. The LNG terminal activity shall be transferred by way of increasing the authorised capital of UAB SGD terminalas by a monetary and non-monetary contribution – LNG terminal activity – by issuing 997,500 (nine hundred ninety seven thousand five hundred) new shares of UAB SGD terminalas with a par value of EUR 1 each, the total minimum issue price: EUR 25,802,527, the total allowable maximum issue price: EUR 28,802,527, by forming up to EUR 27,805,027 share premiums. To authorise the head of AB Klaipėdos Nafta, when adapting a decision of the sole shareholder of UAB SGD terminalas on increase of the authorised capital, to determine and approve the exact issue price of the newly issued shares of UAB SGD terminalas, taking into account (a) the change in the value of the assets and obligations of the LNG terminal as a property complex from the date of valuation of the terminal (31/12/2018) and the date of adaption of the sole shareholder’s decision on increase of the authorised capital, and (b) the maximum issue price of new shares, which may not exceed EUR 28,802,527. 2. To authorise General Manager of AB Klaipedos Nafta to sign all the agreements required for the implementation of the decisions, adopted in Clause 1 herein.”	For	Against
1. Item of the Agenda No 2 - Regarding the approval of the decision of AB Klaipedos Nafta’s Board to provide parent company guarantee for performance of obligations of UAB SGD terminalas under the time charter party agreement:	„To approve the decision of AB Klaipedos Nafta‘s Board: 2. Provide parent company guarantee of AB Klaipedos Nafta in favour of UAB Hoegh LNG Klaipeda and HÖEGH LNG LTD for performance of obligations of UAB SGD terminalas under the time charter party agreement in total amount not exceeding USD 310 million.”	For	Against
1. Item of the Agenda No 3 - Regarding the amendment of the Articles of Association of AB Klaipedos Nafta:	“1. To amend Articles of Association of AB Klaipedos Nafta and to approve the attached new wording. 2. To authorise (with the right to sub-delegation) General Manager of AB Klaipedos Nafta to sign and submit the amended Articles of Association of the AB Klaipedos Nafta to the notary’s confirmation and to register them with the Register of Legal Entities.”	For	Against

Regarding any other new draft resolutions, not indicated above, to vote with all the votes held	For	Against

We hereby confirm that we have familiarised in advance with the agenda of the repeat Extraordinary General Meeting of Shareholders of AB Klaipedos Nafta referred to in this Ballot

Paper and the draft resolutions contained herein, therefore we may express in advance in writing the will of …………………..............................................................................................................................., as a shareholder of AB Klaipedos Nafta in voting on the matters considered at the repeat Extraordinary General Meeting of Shareholders. Having regard to our will expressed in writing on the agenda matters of the repeat Extraordinary General Meeting of Shareholders, it should be considered that …………………......................................................................................................................... participated in the repeat Extraordinary General Meeting of Shareholders of AB Klaipedos Nafta held on 18-07-2019.

First name, surname, position of the shareholder (its representative):

Date and signature of the shareholder (its representative):

Date, title and number of the document entitling to vote (if the ballot paper is signed by anyone other than the head of the shareholder):

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