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Klaipedos Nafta (0J1K)

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Friday 05 July, 2019

Klaipedos Nafta

Update: Correction: Regarding the notification and claim of the Company’s shareholder UAB koncernas Achemos grupe

Update: Correction: Regarding the notification and claim of the Company’s shareholder UAB koncernas Achemos grupe

Update:  submitted translations of UAB koncernas Achemos grupe cover letter, notice and claim into english.

 

This is to inform that AB Klaipedos nafta, legal entity code 110648893, address of the registered office: Buriu g. 19, Klaipeda (hereinafter referred to as the Company), received a notification and a claim from the Company’s shareholder UAB koncernas Achemos grupe (hereinafter referred to as Achemos grupe) regarding issues in connection with the matters on the agenda of the general meeting of shareholders to be held on 27 June 2019 at 13:00 (hereinafter referred to as the Meeting).

The notification and the claim of Achemos grupe indicate that:

  1.  In the opinion of Achema grupe, the Company has not presented all answers / documents in reply to the letter of Achema grupe, where it requested to present certain information and documents pursuant to paragraph 1 of Article 16¹ of the Law on Companies;
  2. In the opinion of Achema grupe, draft resolutions, proposed to be adopted on matter 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 on the agenda of the Meeting, should be adopted and the liquefied natural gas terminal activities should be transferred to the Company’s subsidiary UAB SGD terminalas allegedly in compliance with provisions of legal acts regarding reorganisation of the Company (by way of spin-off of some of the assets), failure to comply with which means that relevant resolutions could not be adopted.

The Company, having evaluated the received notification and claim of Achemos grupe, hereby notes that:

  1.  The Company duly fulfilled its duty to give answers to questions asked by shareholders of the Company, the answers of the Company were presented by giving a notification on material event on 26 June 2019 Regarding questions presented by shareholders of AB Klaipedos nafta in connection with matters on the agenda of the general meeting of shareholders in advance;
  2. The draft resolutions on matter 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 on the agenda of the Meeting, as proposed for the Meeting, suggest taking decisions on transfer of the liquefied natural gas (hereinafter referred to as LNG) terminal as a property complex to the Company’s subsidiary UAB SGD terminalas, these decisions are not aimed at deciding either on the Company’s reorganisation or participation in reorganisation or on spin-off of a part of the Company by founding a new legal entity, accordingly, the Company holds that the apprehensions voiced by Achemos grupe regarding possible non-compliance with legal acts are baseless.

In addition, please note that the Audit Committee of the Company has evaluated the intended transaction of transfer of the LNG terminal as a property complex to the Company’s subsidiary UAB SGD terminalas and has given its opinion (a notification on material event concerning the opinion of the Audit Committee was given on 27 June 2019) that the Audit Committee does not see any presumptions or facts to the effect that the transaction, taking into account the precautions, the governance integrity that the management and the Board of the Company have taken or are going to take in order to ensure that the transfer of the LNGT activities is fair and interests of minority shareholders of the Company are protected, would be unfair and unreasonable with regard to the Company and its shareholders. The Company also complies with all legal acts and requirements of contracts concluded by the Company, in connection with protection of interests of the Company’s creditors in conduction of the transaction of transfer of the LNG terminal as a property complex to the Company’s subsidiary UAB SGD terminalas.


ENCLOSED:

1. Cover letter of Achemos grupe;

2. Claim of Achemos grupe;

3. Notice of Achemos grupe.



Jonas Lenkšas, Chief Financial Officer, +370 694 80594.

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