AB Mazeikiu Nafta informs that it has received the "Notice on Squeeze-Out of Shares in AB Mazeikiu Nafta" from its main shareholder PKN ORLEN S.A: The purchase of shares within the squeeze-out process will commence on 20 February 2007, the price is equal to 10.25 Litas for one share. By this notice AB Mazeikiu Nafta, code: 1664 51720, having the office at Juodeikiai, Mazeikiu district, the Republic of Lithuania, data stored with the Register of Legal Persons of the Republic of Lithuania, VAT payer's code LT664517219 (hereinafter referred to as “Mazeikiu Nafta”) informs that on 14 February 2007, Polski Koncern Naftowy Orlen S.A., having the office at Chemikow str. 7, Plock, the Republic of Poland (hereinafter referred to as “PKN”), acting in concert with the Republic of Lithuania represented by the Government of the Republic of Lithuania acting by the Minister of the Economy, having the office at Gedimino ave. 38/2, Vilnius, the Republic of Lithuania (PKN and the Republic of Lithuania hereinafter referred to as the “Offerors”) submitted to Mazeikiu Nafta their notice about mandatory sale of Mazeikiu Nafta's shares (hereinafter referred to as the “Notice”). The Notice includes a request that all other shareholders of Mazeikiu Nafta would sell their shareholdings in Mazeikiu Nafta to PKN at the price indicated in the Notice. As of 14 February 2007, the Offerors owned 705,201,432 (seven hundred five million two hundred and one thousand four hundred thirty two) ordinary registered shares of Mazeikiu Nafta, LTL 1 (one litas) par value each, comprising 99.49% of all Mazeikiu Nafta's shares and conferring 99.49% of votes at the general meeting of shareholders of Mazeikiu Nafta. The price offered by the Offerors and to be paid by PKN in mandatory sale of shares is LTL 10.25 (ten litas and twenty five cents) per 1 (one) ordinary registered share of Mazeikiu Nafta with par value of LTL 1 (one litas). The price offered was determined in accordance with Item 1 of Part 4 of Article 37 and Part 5 of Article 37 of the Law on Securities of the Republic of Lithuania. The price offered for the shares is the same as that paid by PKN when acquiring Mazeikiu Nafta's shares in the way of the mandatory tender offer where the Offerors having submitted the mandatory tender offer had acquired the shares entitling to not less than 95% of all the votes at the general shareholders meeting of Mazeikiu Nafta and that from the end of validity of the mandatory tender offer until the date of submission of the Notice to Mazeikiu Nafta not more than 3 months have passed. Within 90 (ninety) days after the date of publication of the notification on mandatory sale of Mazeikiu Nafta's shares (the date of publication: 19 February 2007), i.e., within the period from 20 February 2007 to 21 May 2007 (inclusive), shareholders are requested to sell their shares in Mazeikiu Nafta at the price offered by the Offerors, i.e. LTL 10.25 (ten litas and twenty five cents) per 1 (one) ordinary registered share, or may within the same period contest such offered price in the order set forth by law. Payments for the purchased shares of Mazeikiu Nafta will be made in cash in accordance with the procedure prescribed by laws of the Republic of Lithuania and provided for in the share sale-purchase agreement to be entered between the shareholders and PKN. If a shareholder (s) fail to sell its/their shares in Mazeikiu Nafta within the indicated period of 90 (ninety) days after the date of publication of the notification on mandatory sale of Mazeikiu Nafta's shares and do not contest the price offered by the Offerors for the said shares, then the Offerors will acquire on the last day of the above-mentioned period the right to apply to court with a request to obligate account managers to make records in the security accounts about the transfer to PKN of ownership right in respect of the shares, after having paid not later than on the last day of the indicated period (i.e., 21 May 2007) the price for the repurchased shares to the bank account specified by a shareholder or to a deposit account should a shareholder avoid accepting such payment. The shares of Mazeikiu Nafta will be purchased from the shareholders under the above-mentioned procedure in every branch of AB SEB Vilniaus Bankas during business hours on business days. For the purpose of signing share sale-purchase agreements a shareholder natural person must bring the following documents: 1. Personal ID document (valid passport or personal identification card); 2. An extract from the shareholder's personal securities account with the number of shares held by that shareholder in Mazeikiu Nafta indicated shall be produced if such shares are accounted for elsewhere than with AB SEB Vilniaus Bankas. For married shareholders: 1. Both spouses shall come to sign share sale-purchase agreements (both shall have their ID documents); if only one of the spouses arrives, he/she shall produce notarised other spouse's power of attorney to sell the shares; 2. If the shares are owned by the right of personal ownership (not joint united ownership) by one of the spouses who comes to sign the share sale-purchase agreement, such shareholder shall provide the documents proving such personal ownership. For the purpose of signing share sale-purchase agreements a shareholder legal person must bring the following documents: 1. The copy of the company's registration certificate; 2. The copy of the company's articles of association; 3. The power of attorney or board resolution to a person who would be authorized to sign the agreement; 4. The power of attorney to a person who would be authorized to place orders and provide other instructions relating to order execution on behalf of the company. Documents substantiating determination of price offered by the Offerors for the shares to be purchased in accordance with the mandatory procedure are available to Mazeikiu Nafta's shareholders in the office of Mazeikiu Nafta at Juodeikiai, Mazeikiu district, the Republic of Lithuania. For any additional information shareholders may call AB SEB Vilniaus Bankas at the telephone no. 1528. Darius Žilinskas Head of Associated Companies Department (+370-443) 92442
SUPPLEMENT: Re Squeeze-Out of AB Mazeikiu Nafta Shares
| Source: Mazeikiu Nafta AB