Regarding the approval of Supervisory Board and planned transactions with the related party
The Supervisory Board of AB Klaipėdos nafta (hereinafter – the Company) approved the transaction between the Company and the related party KN Açu Serviços de Terminal de GNL Ltda. (hereinafter – the SPV Brazil) for liquefied natural gas terminal (hereinafter – the LNG terminal) management and consultation services in Brazil (hereinafter – the Agreement of Services), as well as the transaction between Company’s subsidiary UAB SGD logistika and SPV Brazil for borrowing working capital which is necessary to provide services of an operator (hereinafter – the Agreement of Credit).
On the basis of Article 37 (2) Paragraph 9 on Law on Companies of the Republic of Lithuania, we hereby inform about planned transactions with the related party:
| How the Company is related to the counterparty | The Company is the sole shareholder of UAB SGD logistika, which owns 100 percent of all its shares. UAB SGD logistika is the sole shareholder of UAB SGD SPB, which owns 100 percent of all its shares. UAB SGD logistika and UAB SGD SPB have established the SPV Brazil - KN Açu Serviços de Terminal de GNL Ltda. 90 percent of SPV Brazil shares owns UAB SGD logistika and 10 percent – UAB SGD SPB. |
| Related party information (legal entity name, legal form, code, registered office, register in which the data on this person are accumulated and stored; natural person's name, surname, address for correspondence) | UAB SGD logistika is a private limited liability company legally registered and operating under the legal acts of the Republic of Lithuania, legal entity code 304139242, VAT payer code LT100012007117, registered office Burių str. 19, LT-92278 Klaipeda, Lithuania, on which data are accumulated and stored in Register of Legal Entities of the Republic of Lithuania. KN Açu Serviços de Terminal de GNL Ltda. Under the legal acts of Federal Republic of Brazil established and operating company, CNPJ/ME code 35.785.170/0001-03, NIRE code 33.210.894.765, registered office at Fazenda Saco Dantas, s/n, Distrito Industrial, Zone 1 and Zone 2, São João da Barra, Rio de Janeiro state, CEP 28.200-000, Federal Republic of Brazil, data about the company is accumulated and stored in Register of Legal Entities of the Federal Republic of Brazil. |
| Date and value of the transaction | The transactions are planned to be concluded on 4 February 2020. Planned value of the Agreement of Services – up to 1,5 mln. EUR. Planned value of the Agreement of Credit – up to 3,4 mln. EUR (i. e. SPV Brazil will be entitled to borrow from UAB SGD logistika up to 3,4 mln. EUR). |
| Other information assessing whether the transaction is fair and reasonable in respect of the stock company and its shareholders who are not counterparties of the transaction | On 3 February 2020 the Audit Committee of the Company submitted the opinion regarding the conclusion of planned transactions. The Supervisory Board of the Company, after analyzing the opinion of the Audit Committee of the Company, by which there are no facts or assumptions showing that the conclusion of planned transactions is unfair or unreasonable in respect of the Company and shareholders of the Company who are not the counterparties of the transactions to be concluded, has decided to approve the conclusion of transactions indicated above. |
Jonas Lenkšas, Chief Financial Officer,
