Regarding questions presented by shareholders of AB Klaipedos nafta in connection with matters on the agenda of the General Meeting of Shareholders in advance
This is to inform that AB Klaipedos nafta, legal entity code 110648893, address of the registered office: Buriu str. 19, Klaipeda (hereinafter - the Company), received some questions from shareholders of the Company in connection with matters on the agenda of the general meeting of shareholders to be held on 27 June 2019 at 13:00. With regard to paragraph 1 of Article 16¹ of the Law on Companies, we present answers to the shareholders’ questions and/or additional documents requested to be provided:
Please present full Property Valuation Report No. 40A0-1812-0089.
The summary of Report No. 40A0-1812-0089 with the indicated market value of the assets of the liquefied natural gas terminal contributed to UAB SGD terminalas as an independent business complex was presented to shareholders of the Company on 5 June 2019 along with the notice of the convocation of the general meeting of shareholders. The full Property Valuation Report is enclosed herewith as Annex No. 1.
Please present the annex to the memorandum of auditors UAB PricewaterhouseCoopers as of 31 December 2018, i.e. the preliminary spin-off balance sheet of AB Klaipėdos nafta as of 30 September 2018.
Shareholders of the Company have the competence to approve of decisions of the Board of the Company regarding investing and transfer of fixed assets, the book value of which is over 1/20 of the authorised capital of the Company, according to paragraphs 16.10.5 and 16.14 of the effective Articles of Association of the Company. The list of fixed assets of the liquefied natural gas terminal that the Company plans to contribute to UAB SGD terminalas and the detailed value of such assets are given in the Description of the Assets of the Company’s Property Complex (Annex No. 3 to the notice of 5 June 2019) and in the Property Valuation Report (Annex No. 1 to this notification). The preliminary spin-off balance sheet of 30 September 2018 contains confidential information of the Company. Also, in the opinion of the Company, presentation of such data can mislead shareholders of the Company as the liquefied natural gas terminal operates without interruptions and the data in the preliminary balance sheet of 30 September 2018 will not give the latest information to the shareholders of the Company.
Please present the report of 19 August 2018 prepared by law firm TGS Baltic.
The requested document constitutes confidential information of the Company and is subject to attorney-client privilege, therefore, it is not presented.
Please present information about the number of employees currently engaged in the operations of the liquefied natural gas terminal of AB Klaipėdos nafta and indicate whether AB Klaipėdos nafta will transfer / dismiss these employees and additional costs of AB Klaipėdos nafta in connection with this. Please present information about the number of employees dismissed / transferred by AB Klaipėdos nafta to its subsidiary UAB SGD terminalas.
The number of employees currently engaged in the operations of the liquefied natural gas terminal of AB Klaipėdos nafta is 142. It is not planned to dismiss a single employee due to the contribution of the liquefied natural gas terminal into UAB SGD terminalas, some of the employees will be transferred by the employers’ agreement, the employment relationship of these transferred employees will continue without interruption in UAB SGD terminalas. Some of the current employees of the Company will work under employment contracts for several employers (Article 96 of the Labour Code), i.e. both for the Company and for UAB SGD terminalas.
Please present the List of Transferrable Movable and Real Property, LNG Business Related Monetary Funds and Other Assets to be Transferred, which is indicated in paragraph 1 of the draft resolutions on the agenda matters.
The list of assets of the liquefied natural gas terminal to be contributed to UAB SGD terminalas as an independent business complex was presented to shareholders of the Company on 5 June 2019 along with the notice of the convocation of the general meeting of shareholders (Annex No. 3 to the notice).
Please present information which is mandatory in accordance with paragraph 2 of Article 6.404 of the Civil Code of the Republic of Lithuania, i.e. please present the inventory list of the assets of AB Klaipėdos nafta, the independent auditor’s report on the constitution and prices of the assets of the company, the list of debts (liabilities) of AB Klaipėdos nafta.
The documents requested to be presented in accordance with paragraph 2 of Article 6.404 of the Civil Code of the Republic of Lithuania are annexes to the share subscription agreement to be concluded between the Company and UAB SGD terminalas. Agreements concluded by the Company and their annexes are not information that the Company can make public. In the opinion of the Company, the Company’s shareholders have been provided with all information, which is necessary for passing a resolution according to paragraphs 16.10.5 and 16.14 of the Articles of Association of the Company.
Please present the cost-benefit analysis of the implementation of the resolutions indicated in the agenda of the extraordinary general meeting of shareholders of 27 June 2019 for AB Klaipėdos nafta and for the shareholders.
The Board of the Company performed the cost-benefit analysis of the contribution of the liquefied natural gas terminal into UAB SGD terminalas. The contribution of the terminal into UAB SGD terminalas, which is wholly controlled by the Company, will not change the consolidated financial results of the Company.
Will AB Klaipėdos nafta, after the transfer of the liquefied natural gas terminal business to UAB SGD terminalas, carry out the liquefied natural gas terminal business itself, if yes – what activities will it be performing?
After the contribution of the liquefied natural gas terminal into UAB SGD terminalas, the Company will perform the activities of the operator of the liquefied natural gas terminal indirectly, i.e. through its subsidiary UAB SGD terminalas. Provision of small-scope liquefied natural gas related infrastructure services remains direct activities of the Company.
Jonas Lenkšas, Chief Financial Officer,+370 694 80594
Annex No. 1 publicly available on the Company's website: https://www.kn.lt/en/for-investors/shareholders-meetings/susirinkimai/regarding-questions-presented-by-shareholders-of-kn-in-connection-with-matters-on-the-agenda-of-the-2019-06-27-gms-in-advance/3034