Regarding questions that shareholders of AB Klaipėdos nafta asked in advance
Please be informed that AB Klaipėdos nafta, legal entity code 110648893, address of the registered office Burių st. 19, Klaipėda (hereinafter - the Company), received questions from shareholders of the Company. Following paragraph 1 of Article 16¹ of the Law on Companies, we present answers to the shareholders’ questions:
1. To ensure the principle of equality and provide opportunities for shareholders to participate in 28-04-2020 convening an extraordinary general meeting of shareholders remotely.
The Company provides shareholders with all mandatory opportunities to participate in the shareholder's meeting provided for by law.
The detailed comment regarding the identical request was already provided on 09-04-2020. Link:
2.1. What was the basis and motives to make a decision, and deviate from the Dividend Policy of AB „Klaipėdos nafta“ Article 4.4., to appropriate 7,947 m. EUR for dividends payout, what is 100% of AB “Klaipėdos nafta“ net profit for the year 2019?
The Company‘s decision to appropriate the indicated amount for dividend payout complies with the laws, Company‘s Articles of Association (AoA), and principles set forth in the AB „Klaipėdos nafta“ dividend policy.
The final decision regarding dividend payout, in accordance with the Laws on Companies of the Republic of Lithuania and Company’s AoA, will be made by the shareholders.
2.2. What impact on the Company’s financial situation, considering its commitments to operating the LNG terminal, would have a decision restrain from the dividend’s payout?
The Company by proposing decisions regarding dividends always strives to balance shareholders' short-term goals in getting maximum benefit and development of the Company's long-term and sustainable growth.
The proposal regarding dividends was made after a thorough evaluation of its impact on the Company’s strategy 2030 and its objectives. Also, the potential long-term negative effect of COVID-19 pandemic for financial results, cash flow, and the possibility for dividends payout was considered.
The final decision regarding dividend payout, in accordance with the Laws on Companies of the Republic of Lithuania and Company’s AoA, will be made by the shareholders.
2.3. What are the reasons that AB “Klaipėdos nafta” Remuneration Policy is missing clear and specific criteria, which would form a basis to reduce or/and not to pay compensation for the member of AB “Klaipėdos nafta” collegial body member?
The provided Remuneration Policy draft fully complies with the requirements set in Article 373 of Laws on Companies of the Republic of Lithuania. Article 4.5 of the Remuneration Policy draft defines clear and specific cases (criteria) when the compensation for the member of the Company’s collegial body can be reduced or not paid.
3. To supplement the AB “Klaipėdos nafta” remuneration policy draft with clear criteria, which would form a basis to reduce or/and not to pay compensation for the member of AB “Klaipėdos nafta” collegial body member.
Please look at the answer to question 2.3.
Jonas Lenkšas, Chief Financial Officer,
