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 Buriu str. 19, Klaipeda (hereinafter - the Company), an Extraordinary General Meeting of Shareholders of the Company was convened on 8th November 2018 at 1:00 p.m. The meeting was held in the registered office of the Company at Buriu str.19, Klaipeda.
Agenda of the meeting:
1. Regarding an approval of AB Klaipedos nafta rules for granting shares:
„To approve AB Klaipedos nafta rules for granting shares (enclosed).”
2. Regarding a formation of AB Klaipedos nafta reserve for the acquisition of own shares:
„To form a reserve of AB Klaipedos nafta for the acquisition of own shares, which shall be formed from an undistributed profit and not exceed a AB Klaipedos nafta capitalization of 1,5%.”
3. Regarding the increase of authorized capital by additional contributions:
„To increase authorized capital of the Company by additional contributions from 110 375 793, 36 EUR (one hundred and ten million three hundred and seventy five thousand seven hundred and ninety three euros, 36 euro cents) to 110 514 599,54 EUR (one hundred and ten million five hundred fourteen thousand five hundred and ninety nine euros, 54 euro cents) by issuing 478 642 (four hundred seventy eight thousand and six hundred forty two) units registered ordinary shares each with nominal value of 0,29 EUR (twenty nine euro).
To determine that, increasing authorized capital of the Company new registered ordinary shares issue price is determined according to average weighted shares market price of the Company during 6 (six) months concerning the period from 16th April 2018 to 16th October 2018 and it is equal to 0,52 EUR (fifty two euro cents) for 0,29 EUR (twenty nine euro cents) nominal value share.
Total issue price of the issuing shares of the Company is equal to 248 893, 84 EUR (two hundred forty eight thousand and eight hundred ninety three euros, 84 euro cents).
To authorize shareholders of the Company owning shares issued by the Company in the end of rights record day of this Extraordinary General Meeting of shareholders (the tenth working day after the end of this Meeting of shareholders) in proportion to the shareholders owned shares nominal value to acquire new issued shares.
To determine that each shareholder of the Company within 14 (fourteen) calendar days (calculating from the day of publication in the Register of Legal Entities the notice regarding the proposal by exercising the right of priority to acquire shares of the Company, in to this term publication day of notice regarding the proposal by exercising right of priority to acquire shares of the Company is not included) have the right of priority to acquire the amount of issuing shares, in proportion to the shareholder’s owned amount of shares of the Company in the end of the rights record date.
Notice on proposal by exercising right of priority to acquire shares of the Company and term during which this right may be exercised will be publicly announced in daily “Verslo zinios” and on the same day will be submitted to Register of Legal Entities (hereinafter – the Register). After the day of Register public announcement regarding proposal by exercising right of priority to acquire new shares will start determined 14 (fourteen) calendar days term for subscription. The Company new subscripted shares issues directly to shareholder who subscribed and paid up shares.
To determine term for subscribed shares payment – no later than by 15 (fifteen) calendar day, calculating from the end of the day of public announcement in the Register of Legal Entities of the notice regarding the proposal by exercising right of priority to acquire shares of the Company.
To determine that subscribed shares shall be paid by transferring the total price determined in the Shares Subscription Agreement for subscribed shares (the issue price of one share multiplied by the total amount of subscribed shares) in to bank account specified in the Shares Subscription Agreement, into the payment order indicating that, this is “Payment for new subscribed AB Klaipedos nafta shares”. New shares will be considered as paid, if all the all amount for subscribed shares will be transferred to bank account of the Company specified in the Shares Subscription Agreement no later than by 15 (fifteen) calendar days, calculating from the end of the day of public announcement in the Register of the notice regarding the proposal by exercising right of priority to acquire shares of the Company (in this term publication day of notice regarding the proposal by exercising right of priority to acquire shares of the Company is not included), if that day is not a business day, then the end of business day following it. If until the expiration of specified deadline total in the Shares Subscription Agreement indicated price for subscribed shares is not transferred in the Shares Subscription Agreement specified bank account, such Share Subscription Agreement is considered as not concluded and signed person loses all the rights to the shares specified in such agreement, while the paid funds will be returned within 10 (ten) business days to bank account of the shareholder specified in the such subscription agreement.
Share subscription agreement will be concluded in the registered office of the Company at Buriu str. 19, Klaipeda. Share Subscription Agreements will be signed through the direct involvement of the shareholder or by his duly authorized representative. Contracts received by fax, postal mail or otherwise shall not be accepted.
Authorized persons of the shareholders of the Company have to submit duly formed and notarized (applicable for natural persons or foreign legal persons if such confirmation is necessary in respect of the particular foreign state law) authorization.
Shareholder at his own discretion can decide not to subscribe proposed shares or to subscribe any smaller quantity of shares than the maximum determined to subscribe shares amount.
Shareholders will be provided with all their subscribed and paid shares amount, but in any case not more than the maximum possible amount of subscribed shares.
The Company may cancel this subscription at any time before the expiration of this subscription term, without indicating the reasons for such cancellation. In this case, the amounts paid by the shareholders, if any, will be returned within 10 (ten) business days to the shareholder's bank account specified in the share subscription agreement
To determine that the shareholder of the Company the Republic of Lithuania represented by Ministry of Energy of the Republic of Lithuania (budgetary institution, code 302308327, registered office Gedimino av. 38/ Vasario 16th str. 2, by exercising the right of priority could acquire 346 154 (three hundred forty six thousand and one hundred fours) registered ordinary shares of the Company, which each nominal value is 0,29 EUR (twenty nine euro cents)(total nominal value of shares which are paid by non-monetary contributions is equal to 100 384,66 (one hundred thousand and three hundred eighty four euros, 66 euro cents)), total price of issued shares which are paid by non-monetary contributions is equal to 180 000,08 EUR (one hundred eighty euros, 8 euro cents). Shareholder of the Company, Ministry of Energy of the Republic of Lithuania, acquiring shares of the Company, for shares shall pay by the following non-monetary contributions:
With the Republic of Lithuania, as a shareholder, paying its subscribed shares through the aforementioned non-monetary contribution, the Company will conclude a notarized share subscription agreement, which will also be the act of acceptance and transfer of a non-monetary contribution. It is aimed the non-monetary contribution, to be incorporated by the Republic of Lithuania to transfer to the Company before the end of share payment deadline.
Other shareholders of the Company new issued shares of the Company shall pay in monetary contributions.
To determine that all the conditions of newly subscribed shares and the rules of transfer of above mentioned non-monetary contributions will be defined in separate Shares Subscription Agreements concluded between Company and the respective shareholders subscribing the new shares.
If within the determined deadline for shares subscription not all determined to issue shares will be subscribed, the authorized capital of the Company could be increased by the decision of the Board for the amount of nominal value of signed shares making the relevant amendments of the Articles of Association of the Company.”
4. Regarding the amendment of the Articles of Association of the Company:
“To amend Articles of Association of the Company by adjusting the amount of authorized capital of the Company.
To approve the attached new wording of the Articles of Association of the Company.
To authorize (with the right to re-authorize) General manager of the Company to sign and provide the amended Articles of Association of the Company to the notary confirmation and to register them in the Register of Legal Entities.”
1. Draft of the Articles of Association of AB Klaipedos Nafta;
2. AB Klaipedos nafta rules for granting shares.
Jonas Lenksas, Chief Financial Officer, tel.: +370 694 80594
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