On the initiative of and following resolution of the Management Board of SC
Klaipėdos Nafta, the Ordinary General Shareholders' Meeting of the Company will
be convened on 27 April 2010 at 01.00 p.m. The Meeting will take place at the
Company's office premises Burių 19, Klaipėda.
The Agenda of the Meeting is as follows:
1.Regarding the Annual Report of the Company for the year 2009.
2.Regarding the Auditor's Opinion and Report on the Company's Annual Financial
Statements for the year 2009.
3.Regarding approval of the Annual Financial Statements for the year 2009.
4.Regarding appropriation of the Company's profit (loss) for the year 2009.
5.Regarding selection of the firm of auditors and establishment of terms of
remuneration for audit services.
6.Regarding removal of the Supervisory Board of the Company.
7.Regarding election of the new Supervisory Board.
8.Regarding amendment of the Company‘s Articles of Association.
Registration of the shareholders starts at 12.00 a.m. The participants
attending the Meeting shall provide a personal identification document (an
authorized representative - a proxy certified in accordance with the
established procedure. The proxy issued by a natural person shall be notarized.
The proxy issued in a foreign country shall be translated into the Lithuanian
language and legalized in accordance with the procedure established by the
laws).
A shareholder or his/her authorized person shall have the right to vote in
advance in writing by filling in the general ballot paper. Upon the request of
the shareholder, the Company shall send the general ballot paper by registered
post free of charge at least 10 days before the General Shareholders' Meeting.
The filled-in general ballot paper and the document certifying the right to
vote shall be submitted to the Company not later than on the last working day
before the General Shareholders' Meeting by registered post to the
aforementioned address of the Company.
The company will not provide an opportunity to participate and vote at the
Meeting by using electronic means of communication.
The record date of the Meeting shall be 20 April 2010 (the right to attend and
vote at the General Shareholders' Meeting shall be granted only to those
persons who were shareholders at the end of the record date of the General
Meeting or their authorized persons, or persons with whom an agreement on
transfer of the voting right has been concluded).
The record date of the Shareholders' rights shall be 11 May 2010 (the property
rights shall be provided to those persons who were shareholders at the end of
the 10th day after the respective decision adopting General Shareholders'
Meeting).
Implementation procedures of the shareholders' rights stated in sub-paragraphs
1, 2 and 3 of paragraph 1 of Article 26-1 of the Law on Companies are presented
on the Company's website.
The Company's shareholders will be able to get familiar with draft resolutions
of the Meeting and additional material, the form of the general ballot paper,
in accordance with the procedure prescribed by laws at the Company's office
premises Burių 19, Klaipėda, Enterprise code 110648893, phone No.(8-46) 391636
or on website www.oil.lt.
The Board of SC KLAIPĖDOS NAFTA proposes the following draft resolutions (see
the attached) on the issues on the agenda of the Ordinary General Meeting to be
held on 27 April 2010:
1. “Take into account the Annual Report of the Company for the year 2009, while
approving a set of Annual Financial Statements (attached)”. Decision on this
issue shall not be taken.
2. “Take into account the Auditor's Opinion and Report for the year 2009
(attached)”. Decision on this issue shall not be taken.
3. “Approve a set of Annual Financial Statements of SC Klaipedos Nafta for the
year 2009 (the documents are attached)”.
4. “Appropriate Company's profit (loss) for the year 2009, Appendix 1
(attached)”.
5. “Elect the firm of auditors - UAB “KPMG Baltics” Klaipėda branch - as the
Auditor of SC Klaipėdos Nafta for the term of the years 2010 and 2011 and set
remuneration in the amount of LTL 110 000 (one hundred and ten thousand) excl.
VAT (LTL 55 000 - for 2010; LTL 55 000 - for 2011) for the audit of the Annual
Financial Statements”.
6. “Remove the Supervisory Board of the Company”.
7. “Elect the following members into the Supervisory Board of SC Klaipėdos
Nafta for a four year term of office: ………. “.
8. “Amend Company‘s Articles of Association and set them out in the new wording
(attached).
Authorise Mr. Jurgis Aušra, Director General of the Company, to sign the new
full text of the amended Articles of Association and submit them to the
Administrator of the Register of Legal Persons according to the procedure
established by laws”.
Irena Barauskaitė-Gaižiūnienė
+370 46 391 626
