Notice on the convened Extraordinary General Meeting of Shareholders of AB Klaipėdos nafta
We hereby inform you that on the initiative and by the decision of the Board of AB Klaipėdos nafta, legal entity code 110648893, registered address at Burių str. 19, Klaipėda (hereinafter – the Company), an Extraordinary General Meeting of Shareholders of the Company was convened on 27 December 2022 at 1:00 p.m. The meeting was held in the registered office of the Company at Burių str. 19, Klaipėda.
Extraordinary General Meeting of Shareholders of the Company, held on 27 December 2022, adopted the following resolutions:
- Regarding the approval of the decision of the Board of AB Klaipėdos nafta to give a guarantee or guarantees of AB Klaipėdos nafta for the indirectly controlled subsidiary KN AÇU SERVIÇOS DE TERMINAL DE GNL LTDA:
“To approve the following decision of the Board of AB Klaipėdos nafta:
“To approve the following decision of the Board of AB Klaipėdos nafta: To provide a guarantee or guarantees in the name of AB Klaipėdos nafta to secure the fulfilment of obligations of KN AÇU SERVIÇOS DE TERMINAL DE GNL LTDA. (hereinafter – KN Acu) to UTE GNA I GERAÇÃO DE ENERGIA S.A. (hereinafter – GNA1), UTE GNA II GERAÇÃO DE ENERGIA S.A. (hereinafter – GNA2) and/or their legal successors, subsidiaries, affiliates, lenders under the Operations and Maintenance (O&M) Services Agreement (hereinafter – Agreement) in connection to the LNG terminal located in Porto do Açu for the validity period of the Agreement (issuing a guarantee or guarantees for the entire period of the Agreement or issuing separate guarantees for relevant shorter periods). To establish that a guarantee or guarantees of AB Klaipėdos nafta can be given both as a direct guarantee of AB Klaipėdos nafta to GNA1, GNA2 and/or their legal successors, subsidiaries, affiliates, lenders for the obligations of KN Acu, and indirectly – AB Klaipėdos nafta guaranteeing (also depositing cash or securing in any other way) the fulfilment of obligations of KN Acu to third parties, which issue guarantees or give other security for fulfilment of obligations of KN Acu to GNA1, GNA2 and/or their legal successors, subsidiaries, affiliates, lenders under the Agreement. To establish that the total maximum amount covered by such guarantees of AB Klaipėdos nafta (whether direct or indirect) shall be limited to 100% of the annual revenue of KN Acu, generated under the Agreement, consisting of (i) the fixed fee (which changes subject to annual inflation), (ii) the variable fee (depending on the utilization of the terminal and which changes subject to annual inflation), (iii) compensation for incurred expenses (depending on actually incurred expenses of a certain type, that GNA1, GNA2 and/or their legal successors, subsidiaries, affiliates, lenders compensate under the Agreement) and the total amount of such revenue in one year, as estimated, should not exceed EUR 5 900 000 as established in the Agreement (without regard to possible foreign exchange fluctuations).”
Mindaugas Kvekšas, Chief Financial Officer, +370 46 391 772
