529900MTLT34HRR1LT152022-01-012022-12-31529900MTLT34HRR1LT152022-12-31iso4217:EUR529900MTLT34HRR1LT152021-12-31529900MTLT34HRR1LT152021-01-012021-12-31iso4217:EURxbrli:shares529900MTLT34HRR1LT152020-12-31ifrs-full:IssuedCapitalMember529900MTLT34HRR1LT152020-12-31ifrs-full:SharePremiumMember529900MTLT34HRR1LT152020-12-31ifrs-full:TreasurySharesMember529900MTLT34HRR1LT152020-12-31ifrs-full:StatutoryReserveMember529900MTLT34HRR1LT152020-12-31ifrs-full:CapitalRedemptionReserveMember529900MTLT34HRR1LT152020-12-31ifrs-full:OtherReservesMember529900MTLT34HRR1LT152020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900MTLT34HRR1LT152020-12-31ifrs-full:RetainedEarningsMember529900MTLT34HRR1LT152020-12-31529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:IssuedCapitalMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:SharePremiumMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:TreasurySharesMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:StatutoryReserveMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:CapitalRedemptionReserveMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:OtherReservesMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900MTLT34HRR1LT152021-01-012021-12-31ifrs-full:RetainedEarningsMember529900MTLT34HRR1LT152021-12-31ifrs-full:IssuedCapitalMember529900MTLT34HRR1LT152021-12-31ifrs-full:SharePremiumMember529900MTLT34HRR1LT152021-12-31ifrs-full:TreasurySharesMember529900MTLT34HRR1LT152021-12-31ifrs-full:StatutoryReserveMember529900MTLT34HRR1LT152021-12-31ifrs-full:CapitalRedemptionReserveMember529900MTLT34HRR1LT152021-12-31ifrs-full:OtherReservesMember529900MTLT34HRR1LT152021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900MTLT34HRR1LT152021-12-31ifrs-full:RetainedEarningsMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:IssuedCapitalMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:SharePremiumMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:TreasurySharesMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:StatutoryReserveMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:CapitalRedemptionReserveMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:OtherReservesMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900MTLT34HRR1LT152022-01-012022-12-31ifrs-full:RetainedEarningsMember529900MTLT34HRR1LT152022-12-31ifrs-full:IssuedCapitalMember529900MTLT34HRR1LT152022-12-31ifrs-full:SharePremiumMember529900MTLT34HRR1LT152022-12-31ifrs-full:TreasurySharesMember529900MTLT34HRR1LT152022-12-31ifrs-full:StatutoryReserveMember529900MTLT34HRR1LT152022-12-31ifrs-full:CapitalRedemptionReserveMember529900MTLT34HRR1LT152022-12-31ifrs-full:OtherReservesMember529900MTLT34HRR1LT152022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900MTLT34HRR1LT152022-12-31ifrs-full:RetainedEarningsMember
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 2
CONTENT
STATEMENT OF FINANCIAL POSITION ............................................................................................................................................................................. 3
STATEMENT OF COMPREHENSIVE INCOME .................................................................................................................................................................. 5
STATEMENT OF CHANGES IN EQUITY .............................................................................................................................................................................. 6
CASH FLOW STATEMENT........................................................................................................................................................................................................ 8
EXPLANATORY NOTES TO FINANCIAL STATEMENTS ................................................................................................................................................ 9
CONFIRMATION OF RESPONSIBLE PERSONS .............................................................................................................................................................56
2022 YEAR AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT ...........................................................................................................57
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 3
STATEMENT OF FINANCIAL POSITION
Notes
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
ASSETS
Non-current assets
Intangible assets
793
456
645
279
Property, plant and equipment
3
145,800
150,686
145,683
150,565
Right-of-use assets
3
328,515
338,256
328,495
338,232
Other financial assets
575
-
465
-
Investment in subsidiaries
5
-
-
4,578
4,578
Investment in associates
261
226
261
226
Deferred tax asset
21
5,106
3,616
5,106
3,616
Total non-current assets
481,050
493,240
485,233
497,496
Current assets
Inventories
6
2,120
1,798
2,120
1,796
Trade receivables and other receivables
7
14,741
11,643
13,972
10,636
Contract assets
8
328
612
328
612
Other financial assets
9
3,271
3,271
3,271
3,271
Cash and cash equivalents
10
72,423
61,517
66,848
57,148
Total current assets
92,883
78,841
86,539
73,463
Total assets
573,933
572,081
571,772
570,959
(Cont’d on the next page)
Explanatory notes are an integral part of these financial statements.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
STATEMENT OF FINANCIAL POSITION (CONT’D)
Group
Company
Notes
31-12-2022
31-12-2021
31-12-2022
31-12-2021
EQUITY AND LIABILITIES
Equity
Share capital
1, 11
110,315
110,315
110,315
110,315
Share premium
4,002
4,002
4,002
4,002
Reserves
11
29,633
94,604
29,633
94,604
Foreign currency translation reserve
131
(82)
-
-
Retained earnings
(4,981)
(64,126)
(6,654)
(64,971)
Total equity
139,100
144,713
137,296
143,950
Non-current amounts payable and liabilities
Non-current employee benefits
12
569
707
569
707
Loans
13
137,451
116,044
137,451
116,044
Deferred government grants
2.21
5,468
5,771
5,468
5,771
Lease liabilities
13
220,122
243,430
220,108
243,412
Total non-current amounts payable and liabilities
363,610
365,952
363,596
365,934
Current amounts payable and liabilities
Current employee benefits
12
62
49
62
49
Loans
13
5,689
3,879
5,689
3,879
Lease liabilities
13
46,126
43,675
46,118
43,668
Trade payables and other liabilities
14
5,871
3,695
5,721
3,513
Derivatives
-
15
-
15
Payroll related liabilities
15
3,437
2,669
3,252
2,517
Provisions
16
5,663
3,596
5,663
3,596
Contract liabilities
24
4,375
3,838
4,375
3,838
Total current amounts payable and liabilities
71,223
61,416
70,880
61,075
Total equity and liabilities
573,933
572,081
571,772
570,959
Explanatory notes are an integral part of these financial statements.
www.kn.lt | 4
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 5
STATEMENT OF COMPREHENSIVE INCOME
Notes
Group
Company
2022
2021
2022
2021
Revenue from contracts with customers
17
77,818
61,811
74,722
58,633
Cost of sales
18
(57,703)
(53,109)
(56,706)
(52,144)
Gross profit (loss)
20,115
8,702
18,016
6,489
Operating expenses
19
(8,432)
(61,928)
(7,526)
(61,160)
Other income and (expenses)
510
61
510
61
Profit (loss) from operating activities
12,193
(53,165)
11,000
(54,610)
Income from financial activities
20
1,221
1,987
1,058
1,969
Expenses from financial activities
20
(20,347)
(24,557)
(20,327)
(24,456)
Share of the associate‘s profit or (loss)
33
(32)
33
(32)
Profit (loss) before tax
(6,900)
(75,767)
(8,236)
(77,129)
Income tax (expenses)
21
996
11,756
1,504
12,212
Profit (loss) for the year
(5,904)
(64,011)
(6,732)
(64,917)
Other comprehensive income
Items that will not be subsequently reclassified to
profit or (loss)
-
-
-
-
Items that are or may be reclassified subsequently
to profit or (loss)
-
-
-
-
Actuarial gain (loss)
92
(63)
92
(63)
Exchange differences on
translation of foreign operations
213
(10)
-
-
Related taxes
(14)
9
(14)
9
Total other comprehensive income
291
(64)
78
(54)
Total comprehensive income (loss), net of tax
(5,613)
(64,075)
(6,654)
(64,971)
Profit attributable to:
The shareholders of the Company
(5,904)
(64,011)
(6,732)
(64,917)
Non-controlling interests
-
-
-
-
Total comprehensive income (loss)
attributable to:
The shareholders of the Company
(5,613)
(64,075)
(6,654)
(64,971)
Non-controlling interests
-
-
-
-
Basic and diluted earnings (losses), in EUR
22
(0.02)
(0.17)
-
-
Explanatory notes are an integral part of these financial statements.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY
GROUP
Share Share
Legal
Reserve
Other
Foreign
Retained
Total
Notes
capital
shares (-)
premium
reserve for own reserves currency earnings
shares translation
reserve
Balance as at 31 December 2020
110,505
4,002
(267)
11,048
15,929
41,970
(72)
33,211
216,326
Net profit (loss) for the year
-
-
-
-
-
-
-
(64,011)
(64,011)
Other comprehensive income (loss)
-
-
-
-
-
-
(10)
(54)
(64)
Total comprehensive income (loss)
-
-
-
-
-
-
(10)
(64,065)
(64,075)
Dividends declared
23
-
-
-
-
-
-
-
(7,538)
(7,538)
Decrease in share capital
1, 11
(190)
-
267
-
-
-
-
(77)
-
Transfer between reserves
-
-
-
3
-
25,654
-
(25,657)
-
Balance as at 31 December 2021
110,315
4,002
-
11,051
15,929
67,624
(82)
(64,126)
144,713
Net profit (loss) for the year
-
-
-
-
-
-
-
(5,904)
(5,904)
Other comprehensive income (loss)
-
-
-
-
-
-
213
78
291
Total comprehensive income (loss)
-
-
-
-
-
-
213
(5,826)
(5,613)
Transfer between reserves
-
-
-
-
-
(64,971)
-
64,971
-
Balance as at 31 December 2022
110,315
4,002
-
11,051
15,929
2,653
131
(4,981)
139,100
www.kn.lt | 6
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 7
STATEMENT OF CHANGES IN EQUITY (CONT’D)
COMPANY
Notes
Share
capital
Share
premium
Own
shares (-)
Legal
reserve
Reserve for
own shares
Other
reserves
Retained
earnings
Total
Balance as at 31 December 2020
110,505
4,002
(267)
11,048
15,929
41,970
33,272
216,459
Net profit (loss) for the year
-
-
-
-
-
-
(64,917)
(64,917)
Other comprehensive income (loss)
-
-
-
-
-
-
(54)
(54)
Total comprehensive income (loss)
-
-
-
-
-
-
(64,971)
(64,971)
Dividends declared
23
-
-
-
-
-
-
(7,538)
(7,538)
Decrease in share capital
1, 11
(190)
-
267
-
-
-
(77)
-
Transfer between reserves
-
-
-
3
-
25,654
(25,657)
-
Balance as at 31 December 2021
110,315
4,002
-
11,051
15,929
67,624
(64,971)
143,950
Net profit (loss) for the year
-
-
-
-
-
-
(6,732)
(6,732)
Other comprehensive income (loss)
-
-
-
-
-
-
78
78
Total comprehensive income (loss)
-
-
-
-
-
-
(6,654)
(6,654)
Transfer between reserves
-
-
-
-
-
(64,971)
64,971
-
Balance as at 31 December 2022
110,315
4,002
-
11,051
15,929
2,653
(6,654)
137,296
Explanatory notes are an integral part of these financial statements.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 8
CASH FLOW STATEMENT
Explanatory notes are an integral part of these financial statements.
Group
Company
Cash flows from operating activities
Notes
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Net profit (loss)
(5,904)
(64,011)
(6,732)
(64,917)
Adjustments for non-cash items:
Depreciation and amortization
3
22,664
25,646
22,566
25,565
Impairment of non-current assets
27
54,338
27
54,338
Change in vacation reserve
(49)
(312)
(44)
(319)
Change in provisions
16
2,067
1,887
2,067
1,887
Change in non-current liabilities for employees
12
(32)
18
(32)
18
Contract assets
8
175
1,048
285
1,048
Income tax expenses
21
(996)
(11,756)
(1,503)
(12,212)
Share of (profit) or loss of equity-accounted investees
(33)
32
(33)
32
Change in allowance for doubtful trade and other
receivables
7
12
(711)
12
(711)
Interest income
20
(31)
(13)
(31)
(13)
Interest expenses
20
2,796
2,279
2,796
2,278
(Gain) or loss of derivative financial instruments
20
(15)
(1,898)
(15)
(1,898)
Currency impact from lease liabilities
20
17,380
22,073
17,380
22,073
Other non-cash adjustments
1,423
943
1,152
923
39,484
29,563
37,895
28,092
Changes in working capital
(Increase) decrease in inventories
6
101
617
100
600
Decrease (increase) in trade and other accounts
receivable
7
(2,607)
(1,610)
(3,127)
(1,392)
Increase (decrease) in trade and other payables
7,130
(4,377)
7,590
(4,231)
Increase (decrease) in contract liabilities
24
537
28
537
28
Increase (decrease) in payroll related liabilities
15
(797)
(672)
(781)
(735)
43,848
23,549
42,214
22,362
Income tax (paid)
(359)
(440)
-
-
Interest received
31
13
31
13
Net cash flows from (used in) operating activities
43,520
23,122
42,245
22,375
Cash flows from investing activities
(Acquisition) of property, plant, equipment and intangible
assets
3
(4,823)
(9,030)
(4,761)
(8,989)
Income from sales of non-current assets
186
27
186
27
Short term deposits (placed)/received
-
24,000
-
24,000
(Acquisition) of other investments
(2)
(2)
(2)
(27)
Grants, subsidies received
2.21
89
302
89
302
Net cash flows from (used in) investing activities
(4,550)
15,297
(4,488)
15,313
Cash flows from financing activities
Dividends (paid)
23
-
(7,538)
-
(7,538)
Loans received
13
26,829
26,829
26,829
26,829
Loans paid
13
(3,901)
(3,492)
(3,901)
(3,492)
Interest and fee related to loans (paid)
13
(759)
(255)
(759)
(255)
Guarantee fees (paid)
13
(606)
(146)
(606)
(146)
Lease liabilities (paid)
13
(47,901)
(41,459)
(47,895)
(41,455)
Interest on leasing liabilities paid
13
(1,726)
(1,917)
(1,725)
(1,916)
Net cash flows from (used in) financing activities
(28,064)
(27,978)
(28,057)
(27,973)
Net increase (decrease) in cash flows
10,906
10,441
9,700
9,715
Cash and cash equivalents on 1 January
10
61,517
51,076
57,148
47,433
Cash and cash equivalents on 31 December
10
72,423
61,517
66,848
57,148
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 9
EXPLANATORY NOTES TO FINANCIAL STATEMENTS
1 GENERAL INFORMATION
AB Klaipėdos nafta (hereinafter “the Parent Company” or “the Company”) is a public limited liability company registered in the Republic of
Lithuania . The address of its registered office is as follows: Burių str. 19, 92276 Klaipėda, Lithuania. These consolidated financial statements
comprise the Company and its subsidiaries (together referred to as “the Group”).
The subsidiaries are these:
• UAB SGD logistika, a subsidiary (hereinafter “the subsidiary UAB SGD logistika”). The address is as follows: Burių g. 19, 92276 Klaipėda,
Lithuania.
• UAB SGD terminalas, a subsidiary (hereinafter “the subsidiary UAB SGD terminalas”). The address is as follows: Burių g. 19, 92276
Klaipėda, Lithuania.
• UAB SGD SPB, a subsidiary of UAB SGD logistika (hereinafter “the subsidiary UAB SGD SPB”). The address is as follows: Burių g. 19,
92276 Klaipėda, Lithuania.
• KN Acu Servicos de Terminal de GNL LTDA (hereinafter “the subsidiary KN Acu Servicos de Terminal de GNL LTDA”). The address is as
follows: F66 Fazenda Saco Dantas s/n, Distrito Industrial, Area 1 and Area 2, 28200-000 São João da Barra, State of Rio de Janeiro
The associates are these:
• Sarmatia Sp. z o.o. – as at 31 December 2022 and 2021 the Group and the Company owns 1% of the authorised capital of the
international pipeline company. As a result of associate financial performance 100% impairment for investment to Sarmatia Sp. z o.o
was accounted for as at 31 December 2022 and 2021. The Group and the Company is entitled to appoint one of five board members
to the management of Sarmatia Sp. z o.o., thus it can have significant influence. Therefore, this investment was classified as an associate
and measured using the equity method. The unaudited equity of the associate as at 31 December 2022 amounts to EUR (35) thousand
(EUR 5 thousand as at 31 December 2021).
• BALTPOOL UAB – as at 31 December 2022 and 2021 the Group and the Company owns 33% of BALTPOOL UAB shares and their voting
rights at the General Meeting of the Shareholders of BALTPOOL UAB. The unaudited equity of the associate as at 31 December 2022
is EUR 784 thousand (EUR 771 thousand as at 31 December 2022).
The main activities of the Group and the Company include operation of oil terminal, oil products transhipment services and other related
services, as well as operation of the liquefied natural gas terminal (hereinafter referred to as “LNGT”) primarily dedicated to receive and store
liquefied natural gas, regasify it and supply it to Gas Grid.
National Energy Regulatory Council (hereinafter referred to as “NERC”) issued Natural Gas Regasification License to the Company on
27 November 2014.
As of 11 January 2021 a new version of the Company's Articles of Association was registered within the Register of Legal Entities of the Republic
of Lithuania following the decrease of the authorised capital of the Company. As of 26 August 2020 the Ministry of Finance of the Republic of
Lithuania granted the Company permission to decrease the authorised capital of the Company by cancelling 655,808 units of Company’s
acquired own shares which each nominal value EUR 0.29. As at 31 December 2022 and 31 December 2021 authorised capital was equal to EUR
110,315,009.65 and divided into 380,396,585 units of shares, which grant 380,396,585 votes.
During the year of 2022 and 2021 the Company has not acquired any own shares.
The Company’s shares are listed in the Baltic Main List on the NASDAQ Vilnius Stock Exchange (ISIN code LT0000111650, abbreviation KNF1L).
As at 31 December 2022 and 31 December 2021 the shareholders of the Company were:
31 December 2022
31 December 2021
Number of
Part of
Number of
Part of
shares held
ownership
shares held
ownership
State of Lithuania represented by the Ministry of Energy
(thousand)
(%)
(thousand)
(%)
(Gediminas av. 38/2, Vilnius, 302308327)
275,687
72.47
275,687
72.47
UAB koncernas Achemos grupė (Vykinto st. 14, Vilnius,
156673480)
39,663
10.43
39,663
10.43
Other (less than 5% each)
65,047
17.10
65,047
17.10
Total
380,397
100.00
380,397
100.00
The average number of employees of the Group in 2022 was 360 (388 in 2021).
The average number of employees of the Company in 2022 was 328 (355 in 2021).
The financial statements of the Group and the Company are presented in Euro and all values are rounded to the nearest thousand (EUR 000),
except when otherwise indicated.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 10
2 ACCOUNTING PRINCIPLES
These financial statements of the Group and the Company have been prepared on a historical cost basis unless otherwise stated in the
accounting policies below.
The financial year of the Group and the Company coincides with the calendar year.
The numbers in tables may not coincide due to rounding of particular amounts to EUR thousand. Such rounding differences are not material
to these financial statements.
2.1. Basis for preparation of the financial statements
Statement of compliance
Annual financial statements of the Group and the Company have been prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union (hereinafter the EU). They were authorized for issuance by the management on 23 March 2023 and
are subject to the approval of the shareholders. The shareholders of the Company have the power to reject these financial statements and
request for the new ones to be prepared.
IFRSs and their interpretations, announced and adopted by the European Union, effective for the current reporting period
The following new Standards, amendments to Standards and new Interpretations approved by the International Accounting Standards Board
(IASB) and adopted by the EU are applicable for the reporting period:
• Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16);
• Onerous Contract – Costs of Fulfilling a Contract (Amendment to IAS 37);
• Annual Improvements to IFRS Standards 2018-2021;
• Reference to the Conceptual Framework (Amendments to IFRS 3).
The Group and the Company anticipates that the adoption of these standards, revisions and interpretations had no material impact on the
financial statements.
Standards and Interpretations in issue not yet adopted
At the date of authorisation of these financial statements the following standards, amendments to existing standards and interpretations were
issued, however the Group and the Company does not plan to adopt these standards early.
• Deferred tax related to assets and liabilities arising from Single Transaction (Amendments to IAS 12)
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance
• Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS 17)
• Definition of Accounting Estimates (Amendments to IAS8)
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice statement 2)
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
The Group and the Company has elected not to adopt these standards, revisions and interpretations. The Group and the Company anticipates
that the adoption of these standards, revisions and interpretations will have no material impact on the financial statements of the Group and
the Company in the period of initial application.
2.2. Foreign currency
Functional currency
The amounts shown in these consolidated and separate financial statements are measured and presented in local currency, euro (EUR), which
is the functional currency of the Group and the Company.
The Group and the Company have decided to use EUR as a functional currency considering the structure of revenue, costs, equity, and debt
instruments. Despite the fact that lease liabilities are denominated in US dollars, the major part of revenues and cost are denominated in EUR.
Most of the Group’s and the Company’s sales prices and costs are influenced by competitive forces, acting in Lithuania and in the Euro-zone
countries. The equity of the Company is formed in EUR.
Transactions and balances
Foreign currency transactions are converted into the functional currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the conversion of monetary assets and liabilities
denominated in foreign currencies using the exchange rate available at the reporting date are recognised in the statement of profit or loss
and comprehensive income as finance income or expenses.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are converted using the exchange rate
available at the date of the transaction.
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2 ACCOUNTING PRINCIPLES (CONT’D)
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at the reporting
date and their statements of profit or loss and comprehensive income are translated at average exchange rates observed during reporting
period. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a
foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss
and comprehensive income.
2.3. Going concern
The management of the Group and the Company assessed the going-concern assumptions, during the preparation of the Group’s and the
Company’s Consolidated financial statements. The management believes that no events or conditions, including those related to the war in
Ukraine, give rise to doubt about the ability of the Group to continue in operation in the next reporting period. This conclusion is drawn based
on knowledge of the Group and the Company, the estimated economic outlook and identified risks and uncertainties in relation thereto.
Furthermore, this conclusion is based on a review of the expected developments in liquidity and capital, current credit facilities available
including contractual and expected maturities and covenants. Consequently, it has been concluded that it is reasonable to apply the
going-concern concept as the underlying assumption for the financial statements.
For further details on the impact of the war in Ukraine to Annual report.
2.4. Basis for consolidation
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company or the Group obtains control and
continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and
losses resulting from intra-group transactions and dividends are eliminated in full.
Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if that results in a deficit balance. A change
in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a
subsidiary, it:
• Derecognises the assets (including goodwill) and liabilities of the subsidiary;
• Derecognises the carrying amount of any non-controlling interest;
• Derecognises the cumulative translation differences, recorded in equity;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss;
• Reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained
earnings, as appropriate.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each
business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of
the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree
is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will
be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to
be an asset or liability, will be recognised in accordance with IFRS 9 either in profit or loss or as a change to other comprehensive income. If
the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised for non-
controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net
assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
2.5. Operating segments
Operating segment is a separated business constituent part, the business risks and profitability of which differ from other business constituent
parts. Chief executive officer of the Group is responsible for making strategic decisions for distribution of the Company’s resources and
evaluation of activity’s results of the segments.
The management of the Group has identified the following segments (Note 4):
▪ LNGT – LNG terminal in Klaipėda which receives and stores liquefied natural gas, regasifies and supplies it to Gas Main pipeline;
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▪ OT – Oil terminal in Klaipėda and Subačius oil terminal in Kupiškis who are providing oil products transhipment, services of long-term
storage of oil products and other services related to oil products transhipment;
▪ comLNG – LNG commercial activities – includes LNG reloading station and execution of other LNG projects.
2.6. Investment in subsidiaries and associates
Investments in subsidiaries are carried at cost, less impairment in separate financial statements of the Company. The Company determines at
each reporting date whether there is any objective evidence that the investment in the subsidiary is impaired. If this is the case the Company
calculates the amount of impairment as the difference between the recoverable amount of the subsidiary and it’s carrying value and recognises
the amount in the profit (loss) in the statement of comprehensive income.
The Group and the Company accounts for investments in associates using the equity method. An associate is an entity in which the Group and
the Company has significant influence, but no control over the financial and operating policies. Significant influence is presumed to exist when
the Group and the Company holds between 20% and 50% of the voting rights of another company.
Under the equity method the investment in the associate is carried in the Statement of Financial position at cost plus post acquisition changes
in the Group’s and the Company’s share of the associate’s net assets. Goodwill relating to the associate is included in the carrying amount of
the investment and is neither amortised nor individually tested for impairment.
The share of profit (loss) of an associate is shown on the face of the statement of comprehensive income (loss).
The financial statements of the associate are prepared for the same reporting period as the Group and the Company. Where necessary,
adjustments are made to bring the accounting policies in line with those of the Group and the Company. After application of the equity
method the Group and the Company determines whether it is necessary to recognise an additional impairment loss on the investment in
associate. The Group and Company determines at each reporting date whether there is any objective evidence that the investment in the
associate is impaired. If this is the case the Group and the Company calculates the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value and recognises the amount in the caption “Share of the associate‘s profit or (loss)”
in the statement of comprehensive income.
Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s
and the Company’s interest to investee. Unrealized losses are eliminated the same way as unrealized gains, but only to the extent that there
is no evidence of impairment.
2.7. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either
finite or indefinite. The Group and the Company did not have assets with indefinite useful lives (as at 31 December 2022 and 31 December
2021). Intangible assets with finite lives are amortized over the useful economic lives of 3-15 years and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. Amortisation periods and methods for intangible assets with finite useful lives
are reviewed at least at each financial year-end. Calculation of amortization is discontinued as at the first day of the next month after the
disposal of asset or when the whole acquisition cost is expensed or reclassified as a part of another asset.
Costs associated with maintaining computer software programs are recorded as an expense as incurred.
2.8. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The initial cost of property, plant and
equipment comprises its purchase price, including non-refundable purchase taxes, capitalised borrowing costs and any directly attributable
costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after property, plant and equipment
have been put into operation, such as repair and maintenance costs, are normally charged to profit or loss in the period the costs are incurred.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.
The useful lives, residual values and depreciation method are reviewed periodically to ensure that the period of depreciation and other
estimates including borrowing costs are consistent with the expected pattern of economic benefits from items of property, plant and
equipment. In case external and (or) internal impairment indications exist at the date of the statement of financial position, the Group and the
Company perform detailed impairment testing in order to ensure that property, plant and equipment are accounted for at value not higher
than their recoverable amount.
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.8. Property, plant and equipment (cont’d)
Construction-in-progress is stated at cost. This includes the cost of construction, plant and equipment and other directly attributable costs
including borrowing cost. Construction-in-progress is not depreciated until the relevant assets are completed and available for their intended
use. The Group and the Company determine at each reporting date whether there is any objective evidence that the construction-in-progress
is impaired. The Group and the Company calculate the amount of impairment for suspended construction-in-progress.
When property, plant and equipment are retired or otherwise disposed, the cost and related depreciation are removed from the financial
statements and any related gains or losses are included in the statement of comprehensive income. Gains and losses on disposal of property,
plant and equipment are determined as a difference between proceeds and the carrying amount of the property, plant and equipment
disposed and recorded in profit (loss).
Subsequent repair costs are included in the asset’s carrying amount, only when it is probable that future economic benefits associated with
the item will flow to the Group and the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repair and maintenance costs are charged to profit or loss during the financial period in which they are incurred.
The estimated useful life (in years) of different groups of property, plant and equipment is as follows:
Group and Company
Description
Estimated useful life
Property, plant and equipment
Buildings and structures
10-60
Machinery, plant and equipment
5-55
Other non-current assets
4-15
2.9. Financial instruments
Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
i) Financial assets
Initial recognition and measurement
The Group and the Company qualify financial assets to one of the following categories:
- measured at amortised cost;
- measured at fair value through other comprehensive income (FVOCI) – debt instruments;
- measured at fair value through other comprehensive income (FVOCI) – equity instruments;
- measured at fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s
and the Company’s business model for managing them. Except for trade receivables that do not contain a significant financing component,
the Group and the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price
determined under IFRS 15.
For a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely
payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed
at an instrument level.
The Group’s and the Company’s business model for managing financial assets refers to how the Company manages its financial assets to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial
assets, or both.
A regular way purchases or sales of financial assets are recognised on the trade date, i.e., the date that the Company commits to purchase or
sell the asset.
Subsequent measurement
After initial recognition, the Group and the Company measures a financial asset at:
• Amortised cost;
• Fair value through OCI with recycling of cumulative gains and losses upon derecognition (debt instruments). The Company did not
have such items as at 31 December 2022 and 2021;
• Fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments). The Company
did not have such items as at 31 December 2022 and 2021;
• Fair value through profit or loss. The Company did not have such items as at 31 December 2022 and 2021.
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.9. Financial instruments (cont’d)
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and the Company. The Group’s and the Company’s financial assets at amortised cost
includes trade, other current and non-current receivables and contract assets. The Group and the Company measures financial assets at
amortised cost if both of the following conditions are met and is not designated as of FVTPL:
• The financial asset is held within a business model with the objective to hold financial assets to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains
and losses are recognised in the statement of comprehensive income when the asset is derecognised, modified or impaired.
Impairment of financial assets
Further disclosures relating to impairment of financial assets are also provided in the following notes:
• Trade receivables and contract assets (Notes 7 and 8).
The Group and the Company performs the assessment for all debt instruments on an individual basis. The management considers a financial
asset in default (credit impaired) when contractual payments are long overdue due or when indications exist that the debtors or a group of
debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will
enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated
future cash flows, such as changes in arrears or economic conditions that correlate with defaults. The lifetime expected credit losses of loans
receivable and trade receivables is recognised in profit or loss through the contrary account of doubtful receivables A financial asset is written
off when there is no reasonable expectation of recovering the contractual cash flows.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss (FVTPL) or at amortised costs.
Financial liability is classified as of FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign
exchange gains and losses are recognised in profit or loss in the statement of other comprehensive income.
The Group’s and the Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and
finance lease liabilities, as well as derivative financials instruments.
iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, i.e. to realize the assets and settle
the liabilities simultaneously.
iv) Derivative financial instruments and hedge accounting
The Group and the Company holds derivative financial instruments to hedge its foreign currency risk exposures. Embedded derivatives are
separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. Derivatives
are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally
recognised in profit or loss in the statement of other comprehensive income.
2.10. Derecognition of financial instruments
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e.,
removed from the Group’s and the Company’s statement of financial position) when:
i) The contractual rights to receive cash flows from the asset have expired; or
ii) The Group and the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the
Group/Company has transferred substantially all the risks and rewards of the asset, or (b) the Group/Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.10. Derecognition of financial instruments (cont’t)
When the Group and the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group and the Company continues to recognise
the transferred asset to the extent of its continuing involvement. In that case, the Group and the Company also recognises an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company
has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount
of the asset and the maximum amount of consideration that the Group and the Company could be required to repay (amount of the guarantee).
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability at fair
value, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
2.11. Employee benefits
Social security contributions
The Group and the Company pays social security contributions to the State Social Security Fund (hereinafter the Fund) on behalf of its
employees based on the legally defined contribution plan in accordance with the local legal requirements. A defined contribution plan is a
plan under which the Group and the Company pays fixed contributions into the Fund and will have no legal or constructive obligations to pay
further contributions if the Fund does not hold sufficient assets to pay all employees benefits related to employee service in the current and
prior period. The social security contributions are recognised as an expense on an accrual basis and are included within staff costs.
Non-current employee benefits
The past service costs are recognised as an expense on a straight-line basis over the average period until the benefits become vested. Any
gains or losses appearing as a result of curtailment and/or settlement are recognised in the statement of comprehensive income as incurred.
The past service costs are recognized in the statement of comprehensive income as incurred.
The above-mentioned employee benefit obligation is calculated based on actuarial assumptions, using the projected unit credit method.
Obligation is recognized in the statement of financial position and reflects the present value of these benefits on the preparation date of the
statement of financial position. Present value of the non-current obligation to employees is determined by discounting estimated future cash
flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity as the
employment benefits. Actuarial gains and losses are recognized in the statement of other comprehensive income as incurred.
2.12. Inventories
Inventories are stated at the lower of cost and net realisable value. Net realizable value is estimated taking the selling price in the ordinary
course of business, less the costs of completion, marketing and distribution. The cost of inventories consists of purchase price, transport, and
other costs directly attributable to the cost of inventories. The costs of inventories are determined by the first-in, first-out (FIFO) method.
2.13. Cash and cash equivalents
Cash includes cash in bank accounts. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts
of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value (Note 10).
For the purposes of the cash flow statement, cash and cash equivalents comprise cash, deposits held at call with banks, and other short-term
highly liquid investments with maturities of less than three months.
2.14. Short term deposits
Short term deposits include short-term bank deposits at the commercial banks with maturity of more than 3 months. Initially short-term bank
deposits are recognised at cost. Subsequently short-term deposits are stated at acquisition cost less any allowance for impairment.
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.15. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of
time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the
period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
The borrowing costs, which represent a part of the cost price of a qualifying asset, the Group and the Company begins to capitalize from the
start of construction. Capitalization start is considered to be the day when the company meets the following conditions for the first time: incurs
costs in respect of the asset, incurs borrowing costs, carries out activities required to prepare the asset for its intended use or sale.
The Group and the Company discontinues the capitalization of borrowing costs when virtually all the activities necessary to prepare a qualifying
asset for its intended use or sale have been completed. Commonly, an asset is prepared for its intended use or sale when its physical
construction has been completed, even if the routine administrative work is still carried out. Although small changes are still possible, such as
finishing of the asset in accordance with the instructions of a purchaser or user, it indicates that, essentially, all the activities have already been
completed.
During the year 2022 and 2021 the Group and the Company did not capitalize borrowing costs due to the reason that all outstanding
borrowings were related to assets which were not qualifying for borrowing costs capitalization in accordance with IAS 23.
2.16. Lease
At inception of contract, a Group and the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use if an identified asset for a period of time in exchange in consideration.
The Group and the Company as a lessee
At commencement or on modification of a contract that contains a lease component the Group and the Company allocates the consideration
in the contract to each lease component on the basis of its relative stand-alone prices.
The Group and the Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term,
unless the lease transfers ownership of the underlying asset to the Group and the Company by the end of the lease term or the cost of the
right-of-use asset reflects that the Group and the Company will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition,
the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group‘s and the Company’s incremental borrowing
rate. Generally, the Group and the Company uses its incremental borrowing rate as the discount rate.
The Group and the Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources
and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as of the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Group and the Company is reasonably certain to exercise, lease payments in an
optional renewal period if the Group and the Company is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless the Group and the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease
payments arising from a change in an index or rate, if there is a change in the Group‘s and the Company’s estimate of the amount expected
to be payable under a residual value guarantee, if the Group and the Company’s changes its assessment of whether it will exercise a purchase,
extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group and the Company presents right-of-use assets that do not meet the definition of investment property in `Right-of-use assets’ and
lease liabilities in `lease liabilities` in the statement of financial position.
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.16. Lease (cont’d)
Short-term leases and leases of low-value assets
The Group and the Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term
leases, including IT equipment. The Group and the Company recognises the lease payments associated with the leases as an expense on a
straight-line basis over the lease term.
The Group and the Company as a lessor
At inception or on modification of a contract that contains a lease component, the Group and the Company allocates the consideration in the
contract to each lease component based on their relative stand-alone prices.
When the Group and the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group and the Company makes an overall assessment of whether the lease transfers substantially all the risks and
rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.
As part of this assessment, the Group and the Company considers certain indicators such as whether the lease is for a major part of the
economic life of the asset.
When the Group and the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It
assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the
underlying asset. If a head lease is a short-term lease to which the Group and the Company applies the exemption described above, then it
classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, then the Group and the Company applies IFRS 15 to allocate the consideration
in the contract.
2.17. Income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities, also including adjustments in respect of prior years. The tax rates used to compute the amount are those that are
enacted by the date of the Statement of Financial position.
Income tax charge is based on profit for the year and considers deferred taxation. Income tax is calculated based on the Lithuanian tax
legislation.
The standard corporate income tax rate in the Republic of Lithuania is 15% as at 31 December 2022 and 31 December 2021. The Group’s
subsidiary KN Açu Serviços de Terminal de GNL Ltda applies Brazilian Tax System and subsidiary´s administration has elected the Real Profit
Regime that is calculated on quarterly basis. The official rates are 25% for Income tax and 9% Social Contribution on Net Profit.
As to Law on Corporate Income Tax of the Republic of Lithuania starting from 1 January 2014 deductible tax losses carried forward can be
used to reduce the taxable income earned during the reporting year by maximum 70%. Tax losses can be carried forward for indefinite period,
except for the losses incurred as a result of disposal of securities and/or derivative financial instruments. Such carrying forward is disrupted if
the Group and the Company stops its activities due to which these losses were incurred except when the Group and the Company does not
continue its activities due to reasons which do not depend on the Company itself.
The losses from disposal of securities and/or derivative financial instruments can be carried forward for 5 consecutive years and only be used
to reduce the taxable income earned from the transactions of the same nature.
Deferred income tax is recognized in respect to temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to reverse based on tax rates enacted or substantively enacted at reporting date.
A deferred tax asset is recognised in the Statement of Financial position to the extent the management of the Group and the Company believes
it will be realised in the foreseeable future, based on taxable profit forecasts. If it is believed that part of the deferred tax asset is not going to
be realised, this part of the deferred tax asset is not recognised in the financial statements.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
2.18. Dividends
Dividends are recorded in the financial statements when they are declared by the Annual General Shareholders’ Meeting.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
2 ACCOUNTING PRINCIPLES (CONT’D)
2.19. Basic and diluted earnings per share
Basic earnings per share are calculated by dividing the net profit attributable to the shareholders by the weighted average of ordinary
registered shares issued. Provided that the number of shares changes without causing a change in the economic resources, the weighted
average of ordinary registered shares is adjusted in proportion to the change in the number of shares as if this change took place at the
beginning of the previous period presented. Since there are no instruments reducing profit (loss) per share, there is no difference between the
basic and diluted earnings per share (Note 22).
2.20. Provisions
General
Provisions are recognised when the Group and the Company has a present legal or constructive obligation in respect of past events and it is
probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Where the Group
and the Company expects the provision to be reimbursed the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. Expenses related to provisions are recorded in the statement of comprehensive income.
Greenhouse gas (GHG) emissions
The Company applies a 'net liability' approach in accounting for the emission rights received. It records the emission allowances granted to it
at a nominal (null) amount, as it is allowed by IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance”. Liabilities
for emissions are recognised only as emissions are made (i.e. provisions are never made on the basis of expected future emissions) and only
when the reporting entity has made emissions in excess of the rights held. Costs of allowances are recorded under cost of sales caption in the
other comprehensive income.
2.21. Deferred government grants
Asset-related grants
Asset-related government and the European Union grants and third-party compensations comprise grants received in the form of non-current
assets or intended for the acquisition of non-current assets. Grants are initially recognised at fair value of the asset received and subsequently
accounted for in the statement of comprehensive income by reducing the depreciation charge of related asset over the expected useful life of
the asset.
The Group and the Company
2022
2021
Balance as at 1 January
5,771
5,817
Received during the year
89
302
Reclassification
(4)
-
Amortisation
(388)
(348)
Balance as at 31 December
5,468
5,771
Amortisation of grants related to assets of EUR 388 thousand for 2022 (EUR 348 thousand for 2021) has been included into cost of sales in the
statement of comprehensive income.
The Group and the Company has no unfulfilled conditions or contingencies attached to these grants as at 31 December 2022 and as at 31
December 2021.
Income-related grants
Government and the European Union grants received as a compensation for the expenses or unearned income of the current or previous
reporting period, also, all other grants, which are not asset-related grants, are treated as income-related grants. The income-related grants are
recognised as used in parts to the extent of the expenses incurred during the reporting period or unearned income to be compensated by
that grant. These grants are recognised in the statement of comprehensive income, net of related expenditure.
2.22. Revenue recognition
Revenue from Contracts with Customers
The Group and the Company recognizes revenue at the time and to the extent that the transfer of goods or services to customers would reflect
an amount that the Group and the Company expects to receive in exchange for those goods or services. In applying this Standard, the Group
and the Company considers the terms of the contract and all relevant facts and circumstances. Revenue is recognized using the 5-step model:
Step 1 – Identification of the contract with the customer.
The contract acknowledges an agreement between two or more parties (subject to purchase / sale conditions) that creates enforceable rights
and enforceable obligations (not applicable if a joint venture agreement is signed).
www.kn.lt | 18
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 19
2 ACCOUNTING PRINCIPLES (CONT’D)
2.22. Revenue recognition (cont’d)
A contract that is subject to IFRS 15 is recognized only if the following criteria are met:
• the parties have approved the contract (in writing, orally or in accordance with other usual business practices) and are bound by the
obligations under the contract,
• there is a possibility to identify the rights of each party in respect of the goods and / or services to be transferred,
• there is a possibility of identifying the payment terms provided for the goods and / or services to be transferred,
• the contract is of a commercial nature,
• there is a possibility of getting a reward in return for the goods and / or services that will be transferred to the customer.
Contracts with the customer may be combined or separated into several contracts, while retaining the criteria of the former contracts. Such
interconnection or separation is considered a change of contract.
Step 2 – Identification of operational commitments in the contract.
The contract establishes a commitment to deliver goods and / or services to the customer. When goods and / or services can be distinguished,
liabilities are recognized separately. Each commitment is identified in one of two ways:
• the product and / or service is separate, or
• a set of individual goods and / or services that are essentially the same and passed on to the customer in a uniform model.
Step 3 – Determination of a transaction price.
The Group and the Company considers the terms of the transaction and the usual business practices. The transaction price is the amount of
consideration that the Group and the Company expects to receive after delivering promised goods and services to the Customer, except for
amounts collected on behalf of third parties. The fee provided for in a contract with a client may include fixed amounts, variable amounts, or
both.
Step 4 – The transaction price is attributable to the contractual performance obligations.
The Group and the Company attributes the portion of the transaction price to each operating obligation in an amount that reflects the amount
of consideration to which the Group and the Company expects to be entitled in exchange for the promised goods or services transferred to
the customer. The transaction price is allocated to each operating obligation based on the relative individual selling prices of the good or
service promised in the contract. If the contract does not specify the price of the service or product separately (for example, one price for two
products), the Group and the Company determines it. Similar transactions are treated equally.
Step 5 – Revenue is recognised when the Group and the Company performs operating obligations.
Revenue is recognised when the operating obligation is settled by the transfer of goods or services to the customer (i. e. the customer acquires
control over the mentioned goods or services). Revenue is recognized as an amount equal to the transaction price that was determined for
the respective operating obligation. The recognised amount of revenue is attributed to the settled liability that can be settled at a particular
point of time or over a period.
Revenue is recognized when the amount of revenue can be measured reliably and when it is probable that the economic benefits associated
with the transaction will flow to the Company, and when specific criteria have been met for each type of income. The Company relies on
historical results, considering the customer type, the transaction type and the terms of each agreement.
Revenue is recognised by classifying it as per customer contracts, other income and finance income.
Revenue from contracts with clients is only recognized when the control of goods or services is transferred to the client to the extent that
reflects the remuneration which the Group and the Company expects to receive in return for these goods or services.
The Group and Company has following main revenue streams (Note 17):
- Income from LNGT services (57% from total sales revenue in 2022, 56% in 2021)
One performance obligation exists – to ensure the compensation of for all fixed operating costs of LNGT infrastructure. The Group and the
Company acts as a principal in service provision. Revenues are recognized at the over the point of time when the services were rendered based
on amount collected from the users of the natural gas transmission system due to the following reasons:
✓ The Group and the Company has a present right to payment for the rendered LNGT services;
✓ Significant risks and rewards of ownership have been transferred to the client;
✓ The client has accepted the service.
- Oil products transhipment services (34% from total sales revenue in 2022, 33% in 2021)
One performance obligation exists – to provide oil product loading service for which the loading rate is specified. Company acts as a principal
in service provision. Revenues are recognized over time due to the following reasons:
✓ By providing the services of loading of oil products, the Group and the Company does not create an alternative use of the assets,
which it could sell as goods.
✓ The Group and the Company shall have the unconditional refund right for the performed share of production. In the event the client
does not perform or is behind the schedule in performing his obligations, the Company, having notified the client, has the right to
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.22. Revenue recognition (cont’d)
suspend the provision of services and/or to detain the oil products within the terminal until the client’s obligations are fulfilled. All
the consequences and losses arising from the detention of oil products and/or suspension of the provision of services shall be borne
by the client.
✓ With the client’s delay in dispatching the oil products from the terminal, additional storage fees shall be applied. This way the Group
and the Company shall not only compensate the expenses of storage of oil products, but also obtain income.
✓ In the event the client terminates the agreement in a unilateral manner, he usually must pay the take-or-pay fee, if such was specified
in the contract, or the difference in the oil product quantity between the planned minimum annual amount of reload and the
reloaded amount.
Calculation of percentage of completeness of performance obligation already satisfied at year end is calculated in the following way. The
Group and the Company recognises revenues from oil transhipment considering the level of fulfilment of a service. The level of service provided
is measured as percentage of transhipment cost expenses from the total cost of services. In the case reliable evaluation of the service
agreement is impossible, the revenues are recognised only as a part of expenses incurred that can be recoverable. Service provided at certain
level of completion is already received and consumed by the customer and the customer benefits from it (it would not incur the whole loading
service cost in service reperformance case), therefore management believes that percentage of completion accounting method applied by the
Group and the Company is in line with IFRS 15 requirements.
- Income from other LNG terminal activities (7% from total sales revenue in 2022, 3% in 2021). Main source of other LNG
terminal activities income:
• Small-scale LNG reloading station in Klaipėda:
Small-scale LNG reloading station activities have one performance obligation exists – to provide LNG reloading station services. Company
acts as a principal in service provision. Revenues are recognized over the point of time when services are rendered.
✓ The Group and the Company has a present right to payment for the rendered LNG reloading station services;
✓ Significant risks and rewards of ownership have been transferred to the client;
✓ The client has accepted the service.
• Operation of LNG terminal in Açu port in Brazil:
Operation of LNG terminal in Açu port in Brazil has one performance obligation exists – to provide LNG terminal management and operation
services. Company acts as a principal in service provision. Revenues are recognized over the point of time based on services provided.
✓ The Group and the Company has a present right to payment for the rendered LNG terminal operation services;
✓ Significant risks and rewards of ownership have been transferred to the client;
✓ The client has accepted the service.
- Other activities
Revenues from other activities consist of sales of goods and other services rendered (mainly storage of oil products, consulting services). The
Group and the Company acts as a principal in service provision. Revenues from sales of goods are recognized when the control of the goods
is passed to customer (at point in time), revenues from other services – when the services are provided (over the point in time).
Revenues are recorded in the statement of comprehensive income under the item “Revenues from contracts with customers”, and the assets
resulting from contracts with customers are accounted for as short-term assets under the item “contract assets” in the statement of financial
position. Related costs are accounted for in the statement of comprehensive income under the item “Cost of sales”.
Due to the Group’s and the Company’s business nature the management did not make any other significant accounting judgments, estimates
or assumptions relating to revenue from contracts with customers recognition except for take or pay transactions described below.
Take-or-Pay
The Company calculates monthly, quarterly or annual Take-or-Pay fees to certain customers once the loading quantities specified in the
contract with customer are not achieved. Since the most probable loading quantity is agreed with the customer in the contract and only due
to certain unforeseen circumstances arisen in the market, the loading quantity cannot be reached. Take-or-Pay is calculated at the period-end.
There is no significant impact on financial statements for year ended 31 December 2022 as no significant Take-or-Pay transactions occurred
in 2022 and 2021.
Contract assets – accrued income
Contract assets mean the right to the remuneration for goods or services, which were delivered or provided to the client, but not invoiced yet.
If the Company renders services to the Client before the Client pays for these services or before the payment term, the contractual assets are
calculated by the amount equal to the earned contingent remuneration. The assets resulting from contracts with clients, i.e. the accumulated
income, after all the contractual obligations are fulfilled and the invoice is issued, are recognised as a trade receivable.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
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2 ACCOUNTING PRINCIPLES (CONT’D)
2.22. Revenue recognition (cont’d)
Contract liabilities – prepayments received
Contract liabilities include advances received from customers for services to be delivered in the future. Contract liabilities also include interest
and fees paid by AB Ambergrid on behalf of AB Achema (as disclosed in Note 25).
Income from liquefied natural gas terminal services regulated by National Energy Regulatory Council
Income from LNGT services is regulated by NERC. Based on LNG terminal law clause 5.2, all users of the natural gas transmission system,
including final consumers, are obliged to pay the additional Security Supplement together with their other payments for the natural gas
transmission service.
The revenue of the LNG terminal activity comprises from:
i) LNG regasification service fixed part which is collected through additional Security Supplement;
ii) LNG regasification service variable part;
iii) LNG reloading service. Regasification and reloading revenue are collected directly from the clients after services are provided
based on quantities. For the actual tariffs see the LNGT services in the annual report. The LNG Security Supplement is collected
by the transmission service operator (hereinafter referred to as “TSO”) either directly from the user or from suppliers of natural
gas in case the user has no direct contractual obligations with the TSO. The additional Security Supplement is calculated by
NERC on an annual basis in proportion to the planned natural gas consumption capacities as set out in National legislation in
relation to gas market.
Prices set for the LNGT services for the year 2022 and 2021:
• LNG regasification service price fixed part is approved by NERC based on the LNG revenue cap. LNG revenue cap is set by NERC and
adjusted annually according to the necessary costs of the LNG terminal and determined return on investment. The fixed part of the
price is included into the additional Security Supplement to the natural gas transmission price, whether the Company is not able to
cover the set revenue level from LNG regasification service price variable part directly from LNG terminal users.
• LNG regasification service price variable part is calculated based on the upper limit of LNG revenue divided by LNG terminal capacity
per unit:
- price of variable part for May-December 2022 set by the resolution No. O3E-437 on 31 March 2022, was 1.19 EUR/MWh;
- price of variable part for January-April 2022 set by the resolution No. O3E-1496 on 16 November 2021, was 0.41 EUR/MWh;
- price of variable part for the year 2021 set by resolution No. O3E-1207 on 23 November 2020, was 0.41 EUR/MWh.
• NERC on 16 November 2021 adopted decision on reloading service prices for the year 2022. Differentiated LNG reloading tariff was
set based on size of LNG cargos to be reloaded:
- Small scale cargos up to 15,000 m3 LNG – 0.56 EUR/MWh (0.53 EUR/MWh in 2021);
- Medium scale cargos from 15,000 up to 50,000 m3 LNG – 0.44 EUR/MWh (0.41 EUR/MWh in 2021).
Large scale cargos from 50,000 m3 LNG – 0.31 EUR/MWh (0.30 EUR/MWh in 2021).
Sales of goods
Revenues from sales of goods are recognised upon delivery and transfer of risks of products and customer acceptance.
Interest income
Interest income is recognised in profit (loss) on accrual basis (using the effective interest rate method).
Dividend income
Dividend income represents gross dividends from investment and recognised when the shareholder’s rights to receive payment is established.
Rent income
Rent income is recognised over the lease term on a straight-line basis.
Income from fines and penalties
Income from fines and penalties is recognized when the Company has evidence that fines and penalties will be received and the probability
that it would not be received is low or when money is already received.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 22
2 ACCOUNTING PRINCIPLES (CONT’D)
2.23. Expenses recognition
Expenses are recognised based on accrual and revenue and expense matching principles in the reporting period when the income related to
these expenses was earned, irrespective of the time the money was spent. In those cases when the costs incurred cannot be directly attributed
to the specific income and they will not bring income during the future periods, they are expensed as incurred.
The amount of expenses is usually accounted for as the amount paid or due, excluding VAT. In the cases when a long period of payment is
established and the interest is not distinguished, the amount of expenses shall be estimated by discounting the amount of payment using the
market interest rate.
2.24. Impairment of non-financial assets
The Group and the Company reviews at least at each reporting date the carrying amounts of non-financial assets, excluding inventories and
deferred income tax assets, to assess whether an indication of impairment exists. If such indication exists, the Company estimates the asset’s
recoverable amount.
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of an asset may
not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the profit
(loss). Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment losses recognised
for the asset no longer exist or have decreased. The reversal is accounted in the same caption of the profit (loss) as the impairment loss.
Recoverable amount of an asset or cash-generating unit is its value in use or fair value less costs to sell depending on which is greater. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
For impairment testing the asset that cannot be assessed individually is grouped into the minimum asset’s group generating cash inflows
during continuous use and that is independent from other asset or asset’s groups generating cash flows (cash generating unit or CGU).
Where the carrying amount of an asset exceeds its recoverable amount the impairment loss is recognised in the profit (loss). Impairment losses
related to the value of CGU are proportionally attributed to decrease the carrying amount of the asset, prescribed to the unit (unit group).
Previously recognised impairment losses are reversed only if there is any indication that such losses no longer exist or have decreased. The
reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined net of
depreciation or amortisation had no impairment loss been recognised for the asset in prior years. The reversal is accounted in the same caption
of the profit (loss) as the impairment loss.
2.25. Use of estimates and judgements
The preparation of the financial statements in accordance with IFRS as adopted by the EU, requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from the estimates. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Significant accounting judgements
Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the
financial statements is included in the following notes:
- Lease term: whether the Group and the Company is reasonably certain to exercise the option to purchase FSRU (Note 13);
- Provision for acquisition of emission allowances (Note 16);
- The deferred tax (Note 21).
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 23
2 ACCOUNTING PRINCIPLES (CONT’D)
2.25. Use of estimates and judgements (cont’d)
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties as at 31 December 2022 that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:
- Impairment evaluation of property, plant and equipment and right of use asset: key assumptions underlying recoverable amounts
of identified cash generating units (Note 3);
- Useful life of property, plant and equipment and intangible assets (Note 3);
- Residual value and useful life of FSRU (Note 3);
- Impairment evaluation of investments to subsidiaries: key assumptions underlying recoverable amounts (Note 5);
- Net realisable value of inventory (Note 6)
- Assessment of expected credit losses and impairment losses on receivable amounts: key assumptions determining the impairment
allowance (Note 7);
- Recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses
carried forward can be utilized (Note 21);
- Measurement of non-current employee benefits: key actuarial assumptions (Note 12);
- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow
of resources (Note 25).
2.26. Contingencies
Contingent liabilities are not recognised in the financial statements. They are disclosed unless the possibility of an outflow of resources
embodying economic benefits is remote.
A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.
2.27. Financial guarantee contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a
loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial
guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance
of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present
obligation at the reporting date and the amount recognised less cumulative amortisation.
2.28. Subsequent events
Subsequent events that provide additional information about the Company’s position at the date of the statement of financial position
(adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes if
material (Note 27).
2.29. Offsetting
When preparing the financial statements, assets, and liabilities, as well as income and expenses are not set off, except the cases when certain
International Financial Reporting Standard specifically allows such set-off.
2.30. Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (Note 24).
However, the objective of a fair value measurement in both cases is the same: to estimate the price at which an orderly transaction to sell the
assets or to transfer the liability would take place between market participants at the measurement date under current market conditions (i.e.,
an ultimate price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).
In determining the fair value of non-financial assets, market participant’s ability to derive economic benefit from the assets in using it in the
highest and best use or selling the asset to another market participant, who would use it according to the highest and best use, is considered.
In determining the fair value, a business entity should determine all the following:
▪ the specific assets or liability, the fair value of which is determined (together with the appropriate unit of account);
▪ when non-financial asset is valuated, the valuation assumption, which is fit for the purpose of determining the fair value (along with the
corresponding highest and best use of the non-financial asset);
▪ the principal (or most advantageous) market for the assets or liability;
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 24
2 ACCOUNTING PRINCIPLES (CONT’D)
2.30. Fair value (cont’d)
▪ the valuation technique(s) appropriate for the measurement, considering the availability of data with which to develop inputs that
represent the assumptions that market participants would use when pricing the asset or liability and the level of the fair value hierarchy
within which the inputs are categorised.
The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the assets or to transfer the liability
would take place between market participants at the measurement date under current market conditions. Three widely used valuation
techniques are the market approach, the cost approach and the income approach.
Market approach. A valuation technique that uses prices and other relevant information generated by market transactions involving identical
or comparable (i.e., similar) assets, liabilities or a group of assets and liabilities, such as a business.
Cost approach. A valuation technique that reflects the amount that would be required currently to replace the service capacity of an asset
(often referred to as current replacement cost).
Income approach. Valuation techniques that convert future amounts (e.g., cash flows or income and expenses) to a single current (i.e.,
discounted) amount. The fair value measurement is determined based on the value indicated by current market expectations about those
future amounts.
Fair value hierarchy. To increase consistency and comparability in fair value measurements and related disclosures, the IFRS 13 establishes a
fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value.
Level 1 inputs. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2 inputs. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3 inputs. Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group and the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing classification (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end of each reporting period.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 25
3 PROPERTY, PLANT AND EQUIPMENT
GROUP
Land
Buildings
Machinery,
Other non-
Construction
Total
and
plant and
current
in progress
Acquisition cost
structures
equipment
assets
Balance as at 31 December 2020
38
181,656
188,888
25,606
5,956
402,144
Acquisitions
-
374
250
613
7,473
8,710
Advance payments
-
-
-
-
225
225
Retirements and disposals
-
(39)
(232)
(204)
-
(475)
Transfer from construction in progress
-
81
185
41
(307)
-
Transfer from construction in progress to intangible
assets
-
-
-
-
(98)
(98)
Effect of foreign currency translation
-
-
1
-
-
1
Balance as at 31 December 2021
38
182,072
189,092
26,056
13,249
410,507
Acquisitions
-
82
355
689
3,002
4,128
Advance payments
-
-
-
4
-
4
Retirements and disposals
-
(8)
(77)
(837)
-
(922)
Transfer from construction in progress
-
164
3,804
489
(4,457)
-
Reclassification
-
10
(10)
-
(524)
(524)
Effect of foreign currency translation
-
-
5
15
-
20
Balance as at 31 December 2022
38
182,320
193,169
26,416
11,270
413,213
Accumulated depreciation and impairment:
Balance as at 31 December 2020
-
84,084
101,418
14,201
596
200,299
Depreciation for the year
-
4,308
5,494
1,606
-
11,408
Retirements and disposals
-
(9)
(168)
(172)
-
(349)
Impairment for the year (reversal)
-
26,796
16,308
1,885
3,473
48,462
Effect of foreign currency translation
-
-
1
-
-
1
Balance as at 31 December 2021
-
115,179
123,053
17,520
4,069
259,821
Depreciation for the year
-
2,977
4,180
1,325
-
8,482
Retirements and disposals
-
(8)
(77)
(630)
-
(715)
Impairment for the year (reversal)
-
-
-
-
27
27
Reclassifications
-
39
881
112
(1,204)
(172)
Effect of foreign currency translation
-
-
(8)
(22)
-
(30)
Balance as at 31 December 2022
-
118,187
128,029
18,305
2,892
267,413
Net book value as at 31 December 2020
38
97,572
87,470
11,405
5,360
201,845
Net book value as at 31 December 2021
38
66,893
66,039
8,536
9,180
150,686
Net book value as at 31 December 2022
38
64,133
65,140
8,111
8,378
145,800
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 26
3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
COMPANY
Land
Buildings
Machinery,
Other non-
Construction
Total
and
plant and
current
in progress
Acquisition cost
structures
equipment
assets
Balance as at 31 December 2020
38
181,656
188,856
25,498
5,956
402,004
Acquisitions
-
374
236
602
7,473
8,685
Advance payments
-
-
-
-
225
225
Retirements and disposals
-
(39)
(232)
(204)
-
(475)
Transfer from construction in progress
-
81
185
41
(307)
-
Transfer from construction in progress to
intangible assets
-
-
-
-
(98)
(98)
Balance as at 31 December 2021
38
182,072
189,045
25,937
13,249
410,341
Acquisitions
-
82
340
686
3,002
4,110
Advance payments
-
-
-
4
-
4
Retirements and disposals
-
(8)
(77)
(837)
-
(922)
Transfer from construction in progress
-
164
3,804
489
(4,457)
-
Reclassification
-
10
(10)
-
(524)
(524)
Balance as at 31 December 2022
38
182,320
193,102
26,279
11,270
413,009
Accumulated depreciation and impairment:
Balance as at 31 December 2020
-
84,084
101,415
14,190
596
200,285
Depreciation for the year
-
4,308
5,486
1,584
-
11,378
Retirements and disposals
-
(9)
(168)
(172)
-
(349)
Impairment for the year (reversal)
-
26,796
16,308
1,885
3,473
48,462
Balance as at 31 December 2021
-
115,179
123,041
17,487
4,069
259,776
Depreciation for the year
-
2,977
4,159
1,274
-
8,410
Retirements and disposals
-
(8)
(77)
(630)
-
(715)
Impairment for the year (reversal)
-
-
-
-
27
27
Reclassifications
-
39
881
112
(1,204)
(172)
Balance as at 31 December 2022
-
118,187
128,004
18,243
2,892
267,326
Net book value as at 31 December 2020
38
97,572
87,441
11,308
5,360
201,719
Net book value as at 31 December 2021
38
66,893
66,004
8,450
9,180
150,565
Net book value as at 31 December 2022
38
64,133
65,098
8,036
8,378
145,683
The Group’s and the Company’s depreciation of property, plant and equipment amounts to EUR 8,482 thousand and EUR 8,410 thousand for
the year 2022, respectively (EUR 11,408 thousand and EUR 11,378 thousand – in 2021). In 2022 the depreciation EUR 388 thousand was reduced
by amortisation of related grant (EUR 348 thousand – in 2021). EUR 8,376 thousand and EUR 8,303 thousand of depreciation charge has been
included into cost of sales of the Group and the Company, respectively (EUR 11,199 thousand and EUR 11,169 thousand – in 2021). The
remaining amount EUR 107 thousand (EUR 209 thousand – in 2021) has been included into operating expenses in the Statement of
comprehensive income of both, the Group and the Company.
Part of the Group’s and the Company’s property, plant and equipment with the acquisition cost of EUR 42,529 thousand as at 31 December
2022 was completely depreciated (EUR 40,537 thousand on 31 December 2021), however, it was still in operation.
The Group’s and the Company‘s property, plant and equipment attributed to Liquefied natural gas terminal (net book value amounted to
EUR 38,132 thousand) was pledged to the Ministry of Finance of Republic of Lithuania for the state guarantee, given to European Investment
Bank (hereinafter – EIB) and Nordic Investment Bank (hereinafter – NIB) as at 31 December 2022 (net book value amounted to EUR 40,353
thousand as at 31 December 2021).
The Group’s and the Company's property, plant and equipment attributed to Subačius oil terminal, with net book value amounting to EUR
4,277 thousand, was pledged to the Ministry of Finance of the Republic of Lithuania for the state guarantee, given to NIB as at 31 December
2022 (net book value of pledged property, plant and equipment amounted to EUR 4,483 thousand as at 31 December 2021).
Impairment of property, plant and equipment and right of use asset attributed LNG reloading station assets
The management of the Group and the Company has assessed the internal and external indications of impairment for property, plant and
equipment attributed to LNG reloading station as at 31 December 2022.
During 2022, significant changes in economic environment and financial markets took place in both regional and global scale. Taking into
account all external factors it was presumed that increase in market interest rates and other factors could significantly impact the weighted
average cost of capital used for discounting of LNG reloading station CGU‘s future pre-tax cash flows.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 27
3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
As at 31 December 2022 the management of the Group and the Company did not identify any other negative significant events or changes in
the circumstances that would indicate potential impairment of assets attributed to LNG reloading station. CGU’s future cash-flows have been
reviewed in the light of current market conditions and management’s expectations for the future performance along with reassessment of
WACC used for discounting future pre-tax cash flows.
As at the end of the year 2022 the management of the Group and the Company performed an impairment test of property, plant and
equipment attributed to LNG reloading station project by comparing discounted future cash flows forecasted for period till year 2045 (end of
estimated useful life of assets) to carrying amounts of this cash generating unit (CGU). The main assumptions used to perform the test were:
- Fixed and variable income as to long-term agreement with client (signed in 2019 for the period of 2020-2024).
- Possible LNG market development after 2024, according to which reloaded LNG volume is assumed to increase 4 times by the year
2030, when the maximum CGU’s technical capacity is reached.
- Possible operating expenses based on actual activity expenses and inflated by 2% p.a. starting from 2024.
- Discount rate estimated as weighted average cost of capital (WACC) that as of 31 December 2022 was equal to 11.27% (pre-tax, real
prices).
Long-term results, e.g. after the end of the rent period were based on the management judgement, strategic partners assumptions, available
LNG market development studies and other publicly available data sources.
Based on impairment test results no impairment recognized for property, plant and equipment and right-of-use asset attributed to LNG
reloading station as at 31 December 2022.
Net book value of property, plant and equipment and right of use asset attributed to LNG reloading station amounted to EUR 23,635 thousand
as at 31 December 2022 (EUR 24,787 thousand as at 31 December 2021).
Sensitivity analysis of LNG reloading station assets value in use within an impairment test carried out as of 31 December 2022
The major elements impacting the amount of the value in use of LNG reloading station assets within the individual CGU are operation extent
– fixed and variable income as to long-term agreement with client (signed in 2019 for the period of 2020-2024) and long-term income, based
on possible LNG market development after 2024 along with the discount rate applied.
The sensitivity of changes of the elements mentioned above on the impairment are presented below.
Difference between the recoverable amount of CGU and its carrying value, EUR thousand
Change in discount rate
(1.0) p.p.
(0.5) p.p.
0.0 p.p.
+0.5 p.p.
+1.0 p.p.
(20.0)%
(1,923)
(2,637)
(3,305)
(3,930)
(4,514)
(10.0)%
416
(410)
(1,182)
(1,904)
(2,581)
0.0%
2,755
1,818
941
121
(647)
10.0%
3,886
2,918
2,012
1,163
367
20.0%
4,632
3,648
2,726
1,862
1,051
Change in
reloading
quantities
Future financial projections are based on several assumptions, a part of which related to macroeconomic factors such as: gas prices, regional
and global market demands, global LNG business development will remain beyond the control of the Group and the Company. Changes in
mentioned assumptions can affect impairment test results of non-current assets and may result to changes in the financial position and
financial results of the Group and the Company. Accordingly, the CGU of LNG reloading station remains very sensitive to further impairment
losses (or reversal of impairment losses) in the future reporting.
Impairment of property, plant and equipment and right of use asset attributed to Klaipėda oil terminal assets
During 2022, significant changes in economic environment and financial markets took place in both regional and global scale. Taking into
account all external factors it was presumed that increase in market interest rates and other factors could significantly impact the weighted
average cost of capital used for discounting of CGU‘s future pre-tax cash flows.
As at 31 December 2022 the management of the Group and the Company did not identify any other negative significant events or changes in
the circumstances that would indicate potential impairment to assets attributed to Klaipėda oil terminal. CGU’s future cash-flows have been
reviewed in the light of current market conditions and management’s expectations for the future performance along with reassessment of
WACC used for discounting future pre-tax cash flows..
CGU’s cash-flows were projected for the period of 2023-2047 based on estimated remaining useful life of key assets. Additionally, segment is
operating in asset-heavy and stable industry, relying on long-term contracts, allowing to execute long term cash flow projections. Overall oil
product transshipment was expected to maintain stable level by 2025, compared to current transshipment levels, and drop by 21 percent after
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 28
3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
expected implementation of AB Orlen Lietuva investment into deeper crude oil processing and consequently lower transshipment of
high-sulphur residue products, which currently makes a signification portion of oil products, transhipped via Klaipėda oil terminal. Oil product
transshipment during the period of 2027-2030 was expected to remain at the similar level and start gradually decreasing by on average 1.4
percent p.a. afterwards. Oil product storage and tank reservation related income was expected to maintain similar level, compared to current
situation, and assume to double in 2026, mainly due to significant increase in reservation/ storage rates based on current market situation and
increase redundant storage capacities after transshipment decrease. 2% steady growth afterwards is projected, mainly due to indexation of
tariffs. Restorative and maintenance investments into Klaipėda oil terminal assets were assumed to reach EUR 52,721 thousand during the
forecasted period.
Cash flows up to 2026, used in the assessment, were projected based on the assumption made by the management that AB Orlen Lietuva
investment would be finished till that date, significantly impacting scope of CGU activity and cash flows in subsequent periods. Operating
assumptions used in cash flow calculations are projected based on global oil market forecast from the year 2030, meanwhile, income and
expense assumptions for the remaining periods are projected based on long term 2% growth rate, which is aimed inflation target in order to
maintain price stability over the medium term, according to the decision of ECB Governing Council.
To determine the value in use of CGU, future pre-tax cash flows are calculated and discounted with a pre-tax discount rate that represents
current market valuation of time value of money as well as the significant risks allocated to related assets.
The discount rate was calculated as the weighted average cost of capital using data based on listed oil/ gas distribution sector company
performance during 2022 as to publicly available data, as well as other commonly used indicators such as – risk-free rate of Lithuanian
government bonds, country risk premium, corporate credit spread and effective tax rate that reflects market that CGU is generally based in.
To reflect risks and uncertainty arising from the Company’s business environment, additional risk premium of 1.48% was estimated and added
directly to pre-tax WACC estimate.
Accordingly, pre-tax discount rate was estimated at 10.27% and used for determining value in use of CGU as at 31 December 2022 (31
December 2021 – 6.65%).
Taking into account the changes in impairment testing assumptions, the result of impairment testing of Klaipėda oil terminal’s assets did not
indicate any potential impairment as at 31 December 2022.
Sensitivity analysis of Klaipėda oil terminal assets value in use within an impairment test carried out as of 31 December 2022
The major elements impacting the amount of the value in use of Klaipėda oil terminal assets within the individual CGU are income generated
from terminal operation and the discount rate applied.
The sensitivity of changes of the elements mentioned above on the impairment are presented below.
Difference between the recoverable amount of CGU and its carrying value, EUR thousand
Change in discount rate
(1.0) p.p.
(0.5) p.p.
0.0 p.p.
+0.5 p.p.
+1.0 p.p.
(10.0)%
(7,107)
(10,832)
(14,311)
(17,562)
(20,605)
(5.0)%
3,360
(878)
(4,835)
(8,534)
(11,996)
0.0%
13,827
9,076
4,640
493
(3,387)
5.0%
24,294
19,030
14,115
9,521
5,222
10.0%
34,761
28,984
23,590
18,549
13,831
Change in income
projection (other
assumptions held
constant)
The Group and the Company has additionally assessed annual investments and income level from key client as major elements impacting
value in use of Klaipėda oil terminal assets. Under the base scenario EUR 52,721 thousand of capital investments are assumed during the
valuation period. It is estimated that a 10% proportional increase in annual capital expenditure would reduce NPV of CGU by EUR 2,669
thousand, meanwhile, a 10% decrease would result in an increase by EUR 2,669 thousand.
In case of reloading quantities from main client would not significantly change from 2026 EUR 28,898 thousand positive impact to value in use
would be identified.
Future financial projections are based on several assumptions, a part of which relate to macroeconomic factors such as: commodity prices,
regional and global market demands, global oil business development will remain beyond the control of the Group and the Company. Changes
in mentioned assumptions can affect impairment test results of non-current assets and may result to changes in the financial position and
financial results of the Group and the Company.
Net book value of property, plant and equipment and right of use asset attributed to Klaipėda oil terminal amounted to EUR 88,933 thousand
as at 31 December 2022 (EUR 85,451 thousand as at 31 December 2021).
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 29
3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Right-of-use assets
GROUP
Land
Buildings
Machinery,
Other non-
Total
and
plant and
current
Acquisition cost
structures
equipment
assets
Balance as at 31 December 2020
21,420
965
392,961
44
415,390
Acquisitions / disposals
1,172
100
74
1
1,347
Balance as at 31 December 2021
22,592
1,065
393,035
45
416,737
Acquisitions / disposals
3,789
792
-
-
4,581
Effect of foreign currency translation
-
4
-
-
4
Balance as at 31 December 2022
26,381
1,861
393,035
45
421,322
Accumulated depreciation and impairment:
Balance as at 31 December 2020
1,110
638
56,550
39
58,337
Depreciation for the year
510
274
13,539
6
14,329
Impairment for the year (reversal)
5,759
45
11
-
5,815
Balance as at 31 December 2021
7,379
957
70,100
45
78,481
Depreciation for the year
538
237
13,550
-
14,325
Effect of foreign currency translation
-
-
1
-
1
Balance as at 31 December 2022
7,917
1,194
83,651
45
92,807
Net book value as at 31 December 2020
20,310
327
336,411
5
357,053
Net book value as at 31 December 2021
15,213
108
322,935
-
338,256
Net book value as at 31 December 2022
18,464
667
309,384
-
328,515
COMPANY
Land
Buildings
Machinery,
Other non-
Total
and
plant and
current
Acquisition cost
structures
equipment
assets
Balance as at 31 December 2020
21,420
965
392,961
44
415,390
Acquisitions / disposals
1,172
71
74
1
1,318
Balance as at 31 December 2021
22,592
1,036
393,035
45
416,708
Acquisitions / disposals
3,789
792
-
-
4,581
Balance as at 31 December 2022
26,381
1,828
393,035
45
421,289
Accumulated depreciation and impairment:
Balance as at 31 December 2020
1,110
638
56,550
39
58,337
Depreciation for the year
510
269
13,539
6
14,324
Impairment for the year (reversal)
5,759
45
11
-
5,815
Balance as at 31 December 2021
7,379
952
70,100
45
78,476
Depreciation for the year
538
230
13,550
-
14,318
Balance as at 31 December 2022
7,917
1,182
83,650
45
92,794
Net book value as at 31 December 2020
20,310
327
336,411
5
357,053
Net book value as at 31 December 2021
15,213
84
322,935
-
338,232
Net book value as at 31 December 2022
18,464
646
309,385
-
328,495
The Group’s and the Company’s depreciation of right-of-use asset amounts to EUR 14,325 thousand and EUR 14,318 thousand for the year
2022, respectively (EUR 14,329 thousand and EUR 14,324 thousand in 2021). EUR 14,088 thousand of depreciation charge has been included
into cost of sales of both, the Group and the Company (EUR 14,052 thousand in 2021) and the remaining amount of EUR 218 thousand and
EUR 211 thousand has been included into operating expenses in the Statement of comprehensive income of the Group and the Company,
respectively (EUR 277 thousand and EUR 272 thousand in 2021).
Since right of use assets do not generate separate cash flow, the management of the Group and the Company has assessed the internal and
external indications of impairment of right-of-use assets along with other tangible assets as common CGU as at 31 December 2022 and 31
December 2021. The impairment related to Klaipėda oil terminal business segment for EUR 5,815 thousand accounted as at 31 December 2021
and has been included into operating expenses in the Statement of comprehensive income of both, the Group and the Company. The
management did not identify additional impairment of the right-of-use assets as at 31 December 2022.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 30
4 INFORMATION ABOUT SEGMENTS
The management of the Group and the Company has identified the following segments:
• LNGT – LNG terminal in Klaipėda which receives and stores liquefied natural gas, regasifies and supplies it to Gas Main pipeline;
• OT – Oil terminal in Klaipėda and Subačius oil terminal in Kupiškis who are providing oil products transhipment, services of long-term
storage of oil products and other services related to oil products transhipment;
• comLNG – LNG commercial activities – includes LNG reloading station and execution of other LNG projects.
The Group includes its investments in subsidiaries and associates to the specific segments according to which activities these entities are
involved in: UAB SGD logistika, UAB SGD SPB and KN Açu Servicos de Terminal de GNL LTDA – comLNG, UAB SGD terminalas – LNGT,
BALTPOOL UAB and Sarmatia Sp. z. o. o. – OT.
As at 31 December 2022, there were five customers each of which generated revenues exceeding 10% of total Company’s revenues and in
total amounted to EUR 55,683 thousand:
Customer A – EUR 16,059 thousand (OT – EUR 16,059 thousand);
Customer B – EUR 11,047 thousand (LNGT – EUR 11,047 thousand);
Customer C – EUR 10,527 thousand (LNGT – EUR 10,527 thousand);
Customer D – EUR 9,141 thousand (LNGT – EUR 9,141 thousand);
Customer E – EUR 8,909 thousand (LNGT – EUR 8,909 thousand).
As at 31 December 2021, there were three customers each of which generated revenues exceeding 10% of total Company’s revenues and in
total amounted to EUR 45,079 thousand:
Customer A – EUR 27,732 thousand (LNGT segment);
Customer B – EUR 12,841 thousand (OT segment);
Customer C – EUR 4,506 thousand (OT segment).
Main indicators of the segments of the Company included in the statement of comprehensive income and statement of financial position for
the financial year 2022 and 2021 are described below:
Group
For the year ended 31 December 2022
LNGT
OT
comLNG
Total
Revenues from contracts with customers
44,614
27,817
5,387
77,818
Profit (loss) before income tax
(10,571)
3,186
485
(6,900)
Segment net profit (loss)
(9,128)
3,220
4
(5,904)
Interest revenue
31
-
72
103
Loan interest expense
966
-
7
973
Interest on financial lease liabilities
1,423
365
43
1,831
Depreciation and amortisation
2,487
4,646
1,206
8,339
Depreciation of right-of-use-assets
13,740
436
149
14,325
Impairment of non-current asset (reversal)
-
12
15
27
Acquisitions of tangible and intangible assets
123
4,200
40
4,363
Segment total assets*
362,642
113,183
25,685
501,510
Loan and related liabilities
143,202
(20)
(42)
143,140
Lease liabilities
245,600
18,567
2,081
266,248
Segment total liabilities
400,387
26,329
8,117
434,833
For the year ended 31 December 2021
LNGT
OT
comLNG
Total
Revenues from contracts with customers
34,831
21,427
5,553
61,811
Profit (loss) before income tax
(20,584)
(55,700)
517
(75,767)
Segment net profit (loss)
(16,510)
(47,563)
62
(64,011)
Interest revenue
-
13
-
13
Loan interest expense
481
-
-
481
Interest on financial lease liabilities
1,484
303
13
1,800
Depreciation and amortisation
3,172
6,737
1,408
11,317
Depreciation of right-of-use-assets
13,745
464
120
14,329
Impairment of non-current asset (reversal)
-
54,338
-
54,338
Acquisitions of tangible and intangible assets
210
8,764
97
9,071
Segment total assets*
377,049
106,872
26,643
510,564
Loan and related liabilities
119,985
(20)
(42)
119,923
Lease liabilities
270,594
14,872
1,639
287,105
Segment total liabilities
398,655
20,782
7,931
427,368
*Segment total assets – total assets of the Group, excluded Cash and cash equivalents and short-term deposits at the period end.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
4 INFORMATION ABOUT SEGMENTS (CONT’D)
Reconciliation of information on reportable segments to the amounts reported in the financial statements
I. Revenues
2022
2021
Total revenues for reportable segments
77,818
61,811
Consolidated revenue
77,818
61,811
II. Profit (loss) before tax
2022
2021
Total profit (loss) before tax for reportable segments
(6,900)
(75,767)
Consolidated profit (loss) before tax from continuing operations
(6,900)
(75,767)
III. Net profit (loss)
2022
2021
Total net profit (loss) for reportable segments
(5,904)
(64,011)
Consolidated net profit (loss)
(5,904)
(64,011)
IV. Interest on financial lease liabilities
2022
2021
Total interest on financial lease liabilities for reportable segments
1,831
1,800
Consolidated interest on financial lease liabilities
1,831
1,800
V. Depreciation and amortization
2022
2021
Total depreciation and amortization for reportable segments
8,339
11,317
Consolidated depreciation and amortization
8,339
11,317
VI. Depreciation of ROU assets
2022
2021
Total depreciation of ROU assets for reportable segments
14,325
14,329
Consolidated depreciation of ROU assets
14,325
14,329
VII. Acquisitions of tangible and intangible assets
2022
2021
Total acquisitions of tangible and intangible assets for reportable segments
4,363
9,071
Consolidated acquisitions of tangible and intangible assets
4,363
9,071
VIII. Assets*
2022
2021
Total assets for reportable segments
501,510
510,564
Consolidated total assets
501,510
510,564
IX. Loan and related liabilities
2022
2021
Total loan and related liabilities for reportable segments
143,140
119,923
Consolidated loan and related liabilities
143,140
119,923
X. Lease liabilities
2022
2021
Total lease liabilities for reportable segments
266,248
287,105
Consolidated financial lease liabilities
266,248
287,105
XI. Liabilities
2022
2021
Total liabilities for reportable segments
434,833
427,368
Consolidated total liabilities
434,833
427,368
*Segment total assets – total assets of the Company, excluding Cash and cash equivalents and short-term deposits at the period end.
www.kn.lt | 31
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 32
4 INFORMATION ABOUT SEGMENTS (CONT’D)
The Group’s and Company’s customers are both Lithuanian and foreign. Sales revenue by geography is as follows:
Majority of property, plant and equipment is located in Lithuania and only less than 1% - in Brazil.
5 INVESTMENT IN SUBSIDIARIES
The Company
31-12-2022
31-12-2021
Cost of shares of UAB SGD logistika
4,540
4,540
Cost of shares of UAB SGD terminalas
38
38
4,578
4,578
The Company indirectly controls subsidiaries UAB SGD SPB and KN Açu Servicos de Terminal de GNL LTDA.
UAB SGD logistika
The subsidiary was registered on 20 November 2015. The main activity – expansion of operation of international LNG terminal activities, LNG
transportation activities, other economic activities.
The authorised capital of UAB SGD logistika is equal to EUR 4,540 thousand and is divided into 4,540 thousand units of shares, which grant
4,540 thousand votes. Nominal value per share – EUR 1.00.
As KN has been appointed as the operator of a liquefied natural gas (LNG) terminal in the Brazilian Port of Açu, on 13th of December 2019,
UAB SGD logistika together with UAB SGD SPB established KN Acu Servicos de Terminal de GNL LTDA. As to the long-term contract with Gas
Natural Açu (GNA), KN, through its subsidiary, assumes the responsibility for the provision of safe, reliable and efficient operations, including
maintenance of the jetty and its installations, gas pipeline and gas metering stations as well as supporting the commissioning of the LNG
Terminal.
The management of the Company has reassessed indications of impairment of investment to subsidiary – no indications as at 31 December
2022. As at 31 December 2021, the Company performed the impairment test of investment to subsidiary UAB SGD logistika by comparing
discounted future cash flows forecasted for the project, implemented by established KN Açu Serviços de Terminal de GNL Ltda to carrying
value of investment. Impairment test was prepared for the period until the year 2035, based on valid agreement with GNA. The main
assumptions used to perform the test were income level, which is based on different main project phases and agreed in the long-term contract,
possible operating costs, which were estimated based on actual LNG terminal operation business activity expenses and adjusted as to local
inflation and discount rate, estimated as weighted average cost of capital (WACC) of listed oil/ gas distribution sector companies, operating
in emerging markets (including Brazil) as to publicly available data for 2022 that as at 31 December 2021 was assumed to be 8.9%.
Based on impairment test results no impairment should be recognized for investment to UAB SGD logistika as at 31 December 2022.
Unaudited financial position of UAB SGD logistika is as follows:
UAB SGD logistika
2022
2021
Non-current assets
151
151
Current assets
4,665
4,012
Current liabilities
1
1
Equity
4,815
4,162
Unaudited comprehensive income of UAB SGD logistika is, as follows:
UAB SGD logistika
2022
2021
Income
721
154
(Expenses)
(68)
(34)
Profit (loss)
653
120
Group
Company
2022
2021
2022
2021
Lithuanian clients
55,814
53,272
55,863
53,272
Foreign clients
22,004
8,539
18,859
5,361
77,818
61,811
74,722
58,633
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 33
5 INVESTMENT IN SUBSIDIARIES (CONT’D)
UAB SGD terminalas
The subsidiary of AB Klaipėdos nafta – UAB SGD terminalas (Burių str. 19, 92276 Klaipėda, 304139242) was established and registered on 27
December 2018. UAB SGD terminalas objective is to perform activities of operating and managing a whole structure of LNG terminal in
Klaipėda. The subsidiary is currently inactive. In 2021 the share capital of subsidiary was increased by EUR 25 thousand.
Unaudited financial position of UAB SGD terminalas is as follows:
UAB SGD terminalas
2022
2021
Current assets
24
27
Current liabilities
1
-
Equity
23
27
Unaudited comprehensive income of UAB SGD terminalas is, as follows:
UAB SGD terminalas
2022
2021
Income
-
-
(Expenses)
(4)
(4)
Profit (loss)
(4)
(4)
6 INVENTORIES
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Oil products for sale
263
23
263
23
Diesel fuel for the LNG Terminal purpose
257
234
257
234
Emission allowances
133
-
133
-
Fuel for transport and other equipment
47
48
47
48
Liquefied natural gas
46
47
46
47
Spare parts, construction materials and other inventories
1,374
1,446
1,374
1,444
2,120
1,798
2,120
1,796
As of 31 December 2022, the Group and the Company accounted the write-off of inventories in the amount of EUR 92 thousand that have
been written down to the net realizable value. No write down to net realisable value accounted as at 31 December 2021.
In 2022 the Group and the Company recognised inventories for EUR 5,549 thousand (in 2021: EUR 3,218 thousand) in cost of sales and
EUR 37 thousand in operating expenses (in 2021: EUR 30 thousand). Inventories recognised as costs during the year were included into
following captions under costs of sales and operating expenses:
Inventories recognised under cost of sales:
2022
2021
Natural gas
3,942
2,184
Oil products
1,019
599
Repair and maintenance of assets
223
205
Emission allowances
168
-
Services for tankers
125
136
Transport
52
40
Work safety costs
19
53
Other
1
1
Inventories recognised as operating expenses:
5,549
3,218
Expenses for transport
36
20
Other
1
10
37
30
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
7 TRADE RECEIVABLES AND OTHER RECEIVABLES
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Trade receivable
11,879
9,411
11,336
8,939
Prepayments
796
553
765
523
Other receivables
2,066
1,679
1,871
1,174
14,741
11,643
13,972
10,636
Trade and other receivables are non-interest bearing and are generally settled on 2 - 15 days payment terms.
Trade receivable disclosed below:
Group
Company
8,521
7,435
8,521
7,435
Receivables from LNG terminal activities
8,521
7,435
8,521
7,435
Receivables for transhipment of oil products and
other related services
4,261
2,902
4,261
2,902
Receivable for operating and management services
620
585
77
113
Less: impairment allowance
(1,523)
(1,511)
(1,523)
(1,511)
11,879
9,411
11,336
8,939
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Receivables from third-party customers
6,801
2,067
6,221
1,580
Receivables from related parties (Note 26)
5,078
7,344
5,115
7,359
11,879
9,411
11,336
8,939
The Group and the Company has recognized impairment allowance in the amount of EUR 1,523 thousand on 31 December 2022 (EUR 1,511
thousand on 31 December 2021).
Change in allowance for trade receivables for 2022, amounting to EUR 12 thousand (for 2021 – reverse of allowance accounted amounting to
EUR (711) thousand) has been included into operating expenses in the statement of the comprehensive income. A part of impaired trade
receivables in 2021 was covered by paying back or taking over the client’s surplus of fuel oil – total covered amount EUR 122 thousand.
Remaining part was reversed after credit invoices to two clients were issued by the decision of the management.
Movements in the allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Group and Company
31-12-2022
31-12-2021
Balance at 1 January
1,511
2,222
Impairment of the year
12
-
Reversal of impairment
-
(711)
Balance at 31 December
1,523
1,511
The age analysis of trade receivables of the Group and the Company as at 31 December 2022 and 2021 is as follows:
Group
Trade receivables past due but not impaired
Trade neither past due Less than 30 – 59 60 – 89 90 – 179 180 – 279 280 – 359 More than
Total
nor impaired 30 days days days days days days 360 days
2022
6,999
896
6
3
-
3,975
-
-
11,879
2021
5,341
2,770
1,300
-
-
-
-
-
9,411
Company
Trade receivables past due but not impaired
Trade neither past due Less than 30 30 – 59 60 – 89 90 – 179 180 – 279 280 – 359 More than
Total
nor impaired days days days days days days 360 days
2022
6,456
896
6
3
-
3,975
-
-
11,336
2021
4,869
2,770
1,300
-
-
-
-
-
8,939
www.kn.lt | 34
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 35
7 TRADE RECEIVABLES AND OTHER RECEIVABLES (CONT’D)
All receivable amounts from the liquefied natural gas terminal services are pledged to UAB Hoegh LNG Klaipėda for 10 years period from 2014
(agreement concluded on 2 March 2012, Note 25).
Other receivables disclosed below:
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Excise duty receivable
983
354
983
354
VAT receivable
860
820
860
820
Other receivable taxes
195
505
-
-
Other receivables
28
-
28
-
Total
2,066
1,679
1,871
1,174
(1) Other receivable taxes related to subsidiary KN Acu Servicos de Terminal de GNL Ltda receivable social security taxes (INSS). Any employee
on a Brazilian payroll is subject to social security contributions. According to the current legislation, the monthly social security contribution in
Brazil is due on the total amount of the remuneration at rates of 7.5% up to 14%.
8 CONTRACT ASSETS
The Group and the Company
Current contract assets:
31-12-2022
31-12-2021
Accrued rent income (1)
-
349
Accrued income (2)
328
263
328
612
(1) Subačius fuel storage reservoirs rent agreement signed with the Lithuanian petroleum products Agency in 2012 for the duration of 10
years is treated. The rent tariffs are different for the first 5 years and for the remaining period. Therefore, the income is recognized on a
straight-line basis over the term of an agreement, i.e., the income is calculated on average tariff of all agreement term (10 years). As at
31 December 2022 agreement amount is fully depreciated, balance as at 31 December 2021 amounted to EUR 349 thousand.
(2) Accrued income for storage of oil products as of 31 December 2022 and 31 December 2021 calculated as percentage of completion
based on expenses incurred from the total estimated cost of contracted services. Upon completion of transshipment of oil products and
acceptance by the customer, the amounts initially recognized as contract assets are reclassified as trade receivables.
9 OTHER FINANCIAL ASSETS
The Group and the Company
31-12-2022
31-12-2021
Excise duty guarantee receivable
3,271
3,271
3,271
3,271
In 2020 the Group and the Company paid a guarantee to the Excise Administration Department for tax which may arise from the movement
of excise goods under suspension of excise duty. The additional excise duty guarantee paid in September 2021 for EUR 2,000 thousand. The
guarantee agreement is without a fixed term.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 36
10 CASH AND CASH EQUIVALENTS
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Cash at banks
72,423
61,517
66,848
57,148
Cash and cash equivalents are not pledged as at 31 December 2022 and 31 December 2021.
Calculated values of cash and cash equivalents are denominated in the following currencies showed in EUR:
Group
Company
Currency
31-12-2022
31-12-2021
31-12-2022
31-12-2021
EUR
66,687
60,827
61,909
57,145
USD
4,939
3
4,939
3
BRL
797
687
-
-
72,423
61,517
66,848
57,148
Management of the Group and the Company considered potential impairment losses on cash held in banks as per IFRS 9 requirements.
Assessment is based on official Standard & Poor’s long–term credit ratings:
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
A+
26,784
6,061
22,006
2,379
A-
17,000
-
17,000
-
AA-
27,842
27,337
27,842
27,337
BBB+
-
27,432
-
27,432
BB-
797
687
-
-
72,423
61,517
66,848
57,148
Based on management’s assessment performed and best estimate cash and its equivalents are presented at fair value and no indications of
cash impairment exist as at 31 December 2022 and 31 December 2021.
11 ISSUED CAPITAL AND RESERVES
As of 11 January 2021, a new version of the Company's Articles of Association was registered within the Register of Legal Entities of the
Republic of Lithuania following the decrease of the authorised capital of the Company, which is now equal to EUR 110,315,009.65 and divided
into 380,396,585 units of shares, which grant 380,396,585 votes. The Ministry of Finance of the Republic of Lithuania granted the Company
permission to decrease the authorised capital of the Company by cancelling 655,808 units of Company’s acquired own shares which each
nominal value EUR 0.29. All shares are paid. 72.47% of the shares (275,687,444 shares) are owned by the State of Lithuania, represented by the
Ministry of Energy.
The Company has not acquired any own shares and has arranged no deals regarding acquisition or transfer of its own shares during the year
2022 and 2021.
A legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5% of net profit, calculated in accordance
with International Financial Reporting Standards, are compulsory until the reserve reaches 10% of the share capital. The legal reserve is fully
formed as at 31 December 2022 and 31 December 2021.
Other (distributable) reserves are formed based on the decision of the General Shareholders’ Meeting on profit distribution. These reserves
can be used only for the purposes approved by the General Shareholders’ Meeting. The largest portion of the Company’s other reserves are
formed for investments.
12 NON-CURRENT EMPLOYEE BENEFITS
Provisions for non-current employee benefits represent payable amounts calculated in accordance with the Lithuanian laws. Each employee
at retirement age is entitled to receive a payment of 2-6 monthly salaries upon retirement. As at 31 December 2022 and 31 December 2021
the Company and the Group has recognised employee benefits related to the length of service of employees, which is described in collective
agreement. Depending on time spent in the Company, the employer is entitled to a higher benefit payment than the one prescribed by the
law.
As at 31 December 2022 and 31 December 2021, the Company and the Group reclassified a portion of non-current employee benefits under
short term liabilities.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
12 NON-CURRENT EMPLOYEE BENEFITS (CONT’D)
On 31 December 2022 the liabilities related to the defined benefit obligations to the employees terminating the employment on the normal
retirement date were EUR 631 thousand (EUR 756 thousand – in 2021) as follows:
Group and Company
2022
2021
Start of period
756
675
Calculated per year
(93)
99
Paid per year
(32)
(18)
End of period
631
756
Current
62
49
Non-current
569
707
The main preconditions applied to assess long-term employee benefit liability are presented below:
Group and Company
31-12-2022
31-12-2021
Discount rate
1.94%
0.11%
Staff turnover rate
8.46%
8.30%
Future salary increases
4.90%
4.80%
13 LOANS AND LEASE LIABILITIES
Loans
The Group and the Company
31-12-2022
31-12-2021
Nordic Investment Bank’s loan (b, c)
96,102
70,733
European Investment Bank’s loan (a)
46,703
49,175
Guarantee payment to the Ministry of Finance to the Republic of Lithuania
(130)
(132)
Payable loan interest
465
147
143,140
119,923
(a) A credit contract dated at 9 July 2013 was concluded by the Company with European Investment Bank (EIB) to grant a credit up to EUR
87,000 thousand to implement LNGT project. According to the contract, EIB financed up to 50% of necessary funds for the project
implementation. According to the contract, credit tenor is up to 20 years (5 years grace period, 15 years linear repayment scheme applied),
interest rate is variable comprising bank margin with inclusion of 3 months EURIBOR rate, and whose margin was submitted by the EIB in
payment offers. The contract also provided that minimum credit tranche was EUR 15,000 thousand, and the whole credit sum had to be paid
out to the Company over no more than 6 tranches.
The performance of 100% Company’s contractual financial liabilities is ensured by the State Guarantee and aligned with EU commission. The
Finance ministry of the Republic of Lithuania being issuer of the state aid guarantee has pledge on all property, plant and equipment created
during LNGT project (Note 3).
Above credit was facilitated in several tranches:
i. First tranche. On 20 December 2013, the 1st tranche amounting to EUR 15,000 thousand was received with full principal amortization
till 20 December 2033. The principal repaid by EUR 984 thousand as of 31 December 2022. First tranche loan balance as at 31 December
2022 – EUR 10,766 thousand (as at 31 December 2021 – EUR 11,746 thousand).
ii. Second tranche. On 28 November 2014, the 2nd tranche amounting to EUR 15,000 thousand was received with full principal
amortization till 28 November 2034. The principal repaid by EUR 984 thousand as of 31 December 2022. Second tranche loan balance
as at 31 December 2022 – EUR 11,751 thousand (as at 31 December 2021 – EUR 12,730 thousand).
iii. Third tranche. On 15 December 2017, the 3rd tranche amounting to EUR 24,700 thousand was received with full principal amortization
till 20 September 2034. The principal repaid by EUR 515 thousand as of 31 December 2022. Third tranche loan balance as at 31
December 2022 – EUR 24,186 thousand (as at 31 December 2021 – EUR 24,700 thousand).
The Company complied with covenants prescribed in the loan agreement as at 31 December 2022 and as at 31 December 2021.
www.kn.lt | 37
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
13 LOANS AND LEASE LIABILITIES (CONT’D)
(b) On 27 November 2014, the Company has concluded the Credit Agreement with the Nordic Investment Bank (NIB) regarding granting a
credit of up to EUR 34,755 thousand for the implementation of the LNGT project (the same). According to the contract, credit tenor was up to
20 years (5 years grace period, 15 years linear repayment scheme applied, interest: floating, which rate was provided in the NIB disbursement
offer (a fixed margin + 6 months EURIBOR). The Loan contract also provided that the minimal payable amount of credit was
EUR 7,000 thousand, and all the credit had to be paid out to the Company in no more than 5 tranches.
On 10 November 2015 there was signed NIB loan agreement amendment to reduce the loan principle to EUR 22,000 thousand.
On 31 August 2017, the Company withdrew the amount of EUR 22,000 thousand. Resulting in requirement of full principal amortization till 19
June 2034. The principal repaid by EUR 1,452 thousand as of 31 December 2022. NIB loan balance as at 31 December 2022 – EUR 16,615
thousand (as at 31 December 2021 – EUR 18,074 thousand).
The performance of 100% Company’s contractual financial liabilities is ensured by the State Guarantee and aligned with EU commission. The
Finance ministry of the Republic of Lithuania being issuer of the state aid guarantee has pledge on property, plant and equipment created
during LNGT project.
(c) On 19 November 2019, the Company concluded the Credit Agreement with the Nordic Investment Bank (NIB) regarding granting a credit
of up to EUR 134,145 thousand for restructuring of the lease payments of the FSRU. According to the Loan contract, the term of the credit was
up to 25 years (5 years grace period, 20 years linear repayment scheme), interest: floating (a fixed margin + 6 months EURIBOR). The Loan
contract also provides that the minimal payable amount of credit is EUR 5,000 thousand with the annual tranche cap EUR 26,829 thousand
(making total 5 annual tranches). Loan balance as at 31 December 2021 – EUR 79,487 thousand (as at 31 December 2021 – EUR 52,658
thousand).
The performance of 100% Company’s contractual financial liabilities is ensured by the State Guarantee and aligned with EU commission. The
Finance ministry of the Republic of Lithuania being issuer of the state aid guarantee has following collateral structure: Subačius oil terminal
and all existent and future receivables from security supplement till 2044. Pledge of receivables from security supplement is postponed till 31
January 2025 as performance bank guarantee of EUR 20,000 thousand is issued for 5 years tenor in favour of the Finance ministry of the
Republic of Lithuania for credit support. For issuance of the state guarantee, likewise historically, a guarantee administration payment of 0.1%
to the Ministry of Finance to the Republic of Lithuania was incurred.
On 31 March 2022, the Company withdrew the amount of EUR 6,707 thousand, followed by three consecutive tranches on 30 June 2022, 30
September 2022 and 31 December 2022 respectively, each amounting to EUR 6,707 thousand. The principal repaid by EUR 1,452 thousand as
at 31 December 2022. The withdrawal schedule in 2021 was the same as in 2022: on 31 March 2021, the Company withdrew the amount of
EUR 6,707 thousand, followed by three consecutive tranches on 30 June 2021, 30 September 2021 and 31 December 2021 respectively, each
amounting to EUR 6,707 thousand. Total withdrawn amount by 31 December 2022 was EUR 79,487 thousand (EUR 53,658 thousand as at 31
December 2021).
LEASE LIABILITIES
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Lease liabilities
266,248
287,105
266,226
287,080
Lease liabilities as at 31 December 2022 can be specified as follows:
Group
FSRU lease
Land rent
Jetty rent
Other*
Total
Long term lease liabilities
195,022
19,231
5,392
477
220,122
Short term lease liabilities
45,353
443
77
253
46,126
240,375
19,674
5,469
730
266,248
Company
FSRU lease
Land rent
Jetty rent
Other*
Total
Long term lease liabilities
195,022
19,231
5,392
463
220,108
Short term lease liabilities
45,353
443
77
245
46,118
240,375
19,674
5,469
708
266,226
Lease liabilities as at 31 December 2021 can be specified as follows:
Group
FSRU lease
Land rent
Jetty rent
Other*
Total
Long term lease liabilities
222,380
15,966
5,011
73
243,430
Short term lease liabilities
43,119
352
75
129
43,675
265,499
16,318
5,086
202
287,105
www.kn.lt | 38
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 39
13 LOANS AND LEASE LIABILITIES (CONT’D)
Company
FSRU lease
Land rent
Jetty rent
Other*
Total
Long term lease liabilities
222,380
15,966
5,011
55
243,412
Short term lease liabilities
43,119
352
75
122
43,668
265,499
16,318
5,086
177
287,080
* Other comprises of lease of transport vehicles, office rent.
The interest rate for lease liabilities varies from 0.5% to 2% as at 31 December 2022 and as at 31 December 2021. The main characteristics of
rent agreements by asset group, as well as the movement of the lease liability can be presented as follows:
GROUP, denominated in euros
Carrying
Carrying
Year of
amount as at
Interest
Reclassifi-
Additional
Exchange
amount as at
Currency
maturity
31-12-2021
Interests
payments
Payments
cation*
disbursement
rate effect
31-12-2022
FSRU lease
USD
2024
265,499
1,322
(1,334)
(47,133)
4,640
-
17,380
240,374
Land rent
EUR
2055
16,320
396
(299)
(396)
(136)
3,789
-
19,674
Jetty rent
EUR
2065
5,086
100
(81)
(86)
450
-
-
5,469
Other
EUR
2022-2022
200
13
(12)
(286)
25
791
-
731
287,105
1,831
(1,726)
(47,901)
4,979
4,580
17,380
266,248
COMPANY, denominated in euros
Carrying
Carrying
Year of
amount as at
Interest
Reclassifi-
Additional
Exchange
amount as at
Currency
maturity
31-12-2021
Interests
payments
Payments
cation*
disbursement
rate effect
31-12-2022
FSRU lease
USD
2024
265,499
1,322
(1,334)
(47,133)
4,640
-
17,380
240,374
Land rent
EUR
2055
16,320
396
(299)
(396)
(136)
3,789
-
19,674
Jetty rent
EUR
2065
5,086
100
(81)
(86)
450
-
-
5,469
Other
EUR
2022-2022
175
11
(11)
(280)
23
791
-
709
287,080
1,829
(1,725)
(47,895)
4,977
4,580
17,380
266,226
* Reclassifications of lease liabilities include impact of changes in unpaid invoices for leases as at 31 December 2022 and 31 December 2021.
As at 31 December 2022 and 31 December 2021 the Group and the Company did not have residual value guarantees related to lease
agreements or leases not yet commenced to which the Group and the Company is committed. Only one agreement, FSRU lease, contains
purchase option, which is described below.
Floating Storage and Regasification Unit (FSRU) lease
On 2nd March 2012 the Company has signed the 10 years Build, Operate and Transfer (BOT) lease contract with Hoegh LNG Ltd. regarding
LNG Floating Storage and Regasification Unit (FSRU) with a purchase option. FSRU has arrived at the Seaport of Klaipėda at 27th October 2014
and has been taken over by the Company on 27th November 2014. There have been no changes in the BOT lease contract with Hoegh LNG
Ltd. regarding LNG Floating Storage and Regasification Unit (FSRU) in the year 2022 and 2021. The terms and condition of the BOT lease
contract do not provide any restrictions on the Company’s activities, associated with dividends, additional borrowings or additional rent.
FSRU operating lease payments include such elements:
• Charter Hire Element
• OPEX Element (Services, spares, consumables, insurance in FSRU mode, ship radio and communication)
• Management Fee
• Crew Costs or Maritime personnel expenses
At the lease period end the Group and the Company has an option to purchase FSRU Independence. On 25 February 2021 the General
Shareholders’ Meeting approved the decision to acquire the floating storage regasification unit “Independence”.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 40
13 LOANS AND LEASE LIABILITIES (CONT’D)
RECONCILIATION OF MOVEMENTS OF LIABILITIES TO CASH FLOWS ARISING FROM FINANCING ACTIVITIES
In accordance with IAS 7 Disclosure Initiative requirements, the following table provides disclosure that enable users of financial statements
to evaluate changes in liabilities arising from financing activities (loans taken), including both changes arising from cash flows and non-cash
changes:
Group
Company
Non-current interest-bearing loans and borrowings, including
Loans
Lease liabilities
Loans
Lease liabilities
interest payable as at 1 January 2021
96,510
305,619
96,510
305,619
Additional loan disbursements (Cash flows)
26,829
27
26,829
-
Loan repayments (Cash flows)
(3,492)
-
(3,492)
-
Repayment of lease liabilities (Cash flows)
-
(41,459)
-
(41,455)
Interest and loan administration fee charged
481
1,800
479
1,798
Interest and loan administration fee paid (Cash flows)
(255)
(1,917)
(255)
(1,916)
Guarantee payments (Cash flows)
(146)
-
(146)
-
The effect of changes in foreign exchange rates
-
22,073
-
22,073
Reassessment of lease liabilities
-
1,319
-
1,319
Other payments / reclassifications
(4)
(357)
(2)
(358)
Non-current interest-bearing loans and borrowings, including
interest payable as at 1 January 2022
119,923
287,105
119,923
287,080
Additional loan disbursements (Cash flows)
26,829
-
26,829
-
Reclassification
-
(595)
-
(595)
New leases
-
650
-
650
Loan repayments (Cash flows)
(3,901)
-
(3,901)
-
Repayment of lease liabilities (Cash flows)
-
(47,901)
-
(47,895)
Interest and loan administration fee charged
973
1,831
964
1,829
Interest and loan administration fee paid (Cash flows)
(759)
(1,726)
(759)
(1,725)
Guarantee payments (Cash flows)
(606)
-
(606)
-
The effect of changes in foreign exchange rates
-
17,380
-
17,380
Other payments / reclassifications
681
4,979
690
4,977
Non-current interest-bearing loans and borrowings, including
interest payable as at 31 December 2022
143,140
261,723
143,140
261,701
14 TRADE PAYABLES AND OTHER LIABILITIES
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Trade payables
3,596
3,053
3,564
3,045
Other payables and current liabilities
2,275
642
2,157
468
5,871
3,695
5,721
3,513
Trade payables disclosed below:
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Other payments related FSRU
1,640
322
1,640
322
Payable to contractors
184
740
184
740
Payable for railway services
99
86
99
86
Payable for gas services
-
313
-
313
Other trade payables
1,673
1,335
1,641
1,327
Total
3,596
3,053
3,564
3,045
On 31 December 2022 trade payables of EUR 912 thousand were denominated in USD (on 31 December 2021 – EUR 3 thousand).
Trade payables are non-interest bearing and are normally settled on 30-day payment terms.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 41
14 TRADE PAYABLES AND OTHER LIABILITIES (CONT’D)
Other payables and current liabilities disclosed below:
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Accrued expenses and liabilities
909
327
909
327
Received guarantee payment (1)
880
-
880
-
Real estate tax payable
126
90
126
90
Other taxes payable
120
205
-
31
Other liabilities
240
20
242
20
2,275
642
2,157
468
(1) Received guarantee payment related to particular client‘s fulfillment of payment obligations. Guarantee payment will be returned
after the execution of the contract. The term of the contract is at the first quarter of 2023.
Other liabilities are non-interest bearing and have an average payment term of one month.
15 PAYROLL RELATED LIABILITIES
Group
Company
31-12-2022
31-12-2021
31-12-2022
31-12-2021
Accrual of annual bonuses
1,711
977
1,631
930
Accrued vacation reserve
769
818
715
759
Salaries payable
500
451
500
450
Social insurance payable
265
262
228
217
Income tax payable
190
158
176
158
Other deductions
2
3
2
3
Total
3,437
2,669
3,252
2,517
16 PROVISIONS
Greenhouse gas emission allowances in advance is distributed for the periods covering the next few years. The first period started from 2005
and ended in 2007, the second period started from 2008 and ended in 2012, the third period started from 2013 and ended in 2021, and the
current period started from 2022 and will end in 2025. Companies that participate in the project from 2005 are obliged to report about real
extent of pollution of each calendar year. When available allowances are not sufficient to cover actual pollution, then a penalty should be paid
for each ton of excess carbon dioxide.
Emission rights are accounted for when evaluating the deficit between the emission allowances allocated under the national allocation plan
for emission allowances and the actual pollution for the particular year. The quantity of used emission allowances is audited by external
auditors each year.
As at 31 December 2022, the Group and the Company has accounted for a provision of EUR 5,663 thousand regarding the emission made
which exceed available emission rights (as at 31 December 2021 – EUR 3,596 thousand).
Movement of provision in 2022:
Balance as at 31 December 2021
(3,596)
Purchase of emission allowances
133
Emission allowances used
3,413
Additional provision made
(5,613)
Balance as at 31 December 2022
(5,663)
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 42
17 REVENUE FROM CONTRACTS WITH CUSTOMERS
Group
Company
Income from LNGT regasification services collected
2022
2021
2022
2021
directly from LNGT users (1)
33,586
6,795
33,586
6,795
Sales of oil transhipment services
25,137
19,066
25,137
19,066
Income from LNGT services included in security
supplement (2)
10,729
27,732
10,729
27,732
Other sales related to LNG terminals activity
5,407
5,636
2,262
2,255
Other sales related to transhipment
1,023
1,066
1,023
1,066
Sales of inventories
1,669
1,303
1,669
1,304
Sales of consulting services
267
213
316
415
77,818
61,811
74,722
58,633
(1) The significant factor, which has influenced the increase in Group’s and Company‘s revenue in 2022, is higher regasification volumes
compared to the previous year.
Income from LNGT services contains income from LNG regasification service and LNG reloading service. The tariffs of this services are
adjusted annually and regulated by NERC. Regasification and reloading income are collected directly from the clients after services are
provided based on quantities.
In 2022 the Company has implemented regasification model in order to reduce the additional security supplement price for the natural
gas consumers. Regasification tariff which is actual just for the LNG terminal users from May, 2022 was increased according to the upper
limit of the Company’s LNG revenue. After these changes it was possible to decrease the security supplement and to collect all revenue
directly from LNG terminal users.
(2) Security supplement – security of supply fee applied to natural gas transmission price paid by Lithuanian natural gas consumers. LNG
terminal additional security supplement tariff is applied to Terminal users, who regasify gas via LNG terminal and use gas transmission
system. LNG terminal additional security supplement tariff is set by NERC by the resolutions annually and is dedicated to cover operating
costs of LNG terminal, its infrastructure and tie-in, independently from gas volumes regasified and submitted to gas transmission system.
Security supplement income is lower in 2022 compared to 2021 due to implemented regasification model when regasification tariff was
increased and security supplement from May 2022 was 0 EUR.
18 COST OF SALES
Group
Company
2022
2021
2022
2021
Depreciation of right-of-use asset
(14,088)
(14,052)
(14,088)
(14,052)
Wages, salaries and social security
(8,217)
(7,720)
(7,587)
(7,177)
Depreciation and amortisation (incl. amortisation of grants)
(8,198)
(11,076)
(8,107)
(11,001)
Expenses related to FSRU rent (OPEX element,
management, crew cost)
(7,471)
(5,641)
(7,471)
(5,641)
Tax on environmental pollution and Emission allowances
(5,686)
(4,274)
(5,686)
(4,274)
Natural gas
(3,942)
(2,184)
(3,942)
(2,184)
Electricity
(1,831)
(1,314)
(1,831)
(1,314)
Port charges
(1,536)
(1,541)
(1,536)
(1,541)
Railway services
(1,240)
(934)
(1,240)
(934)
Cost of oil products sold
(1,019)
(599)
(1,019)
(599)
Other
(4,475)
(3,774)
(4,199)
(3,427)
Total
(57,703)
(53,109)
(56,706)
(52,144)
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 43
19 OPERATING EXPENSES
Group
Company
2022
2021
2022
2021
Wages, salaries and social security
(5,298)
(4,963)
(4,933)
(4,667)
Consulting and legal costs (2)
(598)
(930)
(501)
(839)
Telecommunication and IT expenses
(395)
(384)
(330)
(355)
Depreciation of right-of-use asset
(237)
(277)
(230)
(272)
Administration of bank accounts
(209)
(277)
(201)
(270)
Salaries and other related expenses to governing bodies
(185)
(161)
(185)
(161)
Operating tax expense
(179)
(227)
(85)
(68)
Depreciation and amortization
(141)
(241)
(141)
(240)
Training costs
(134)
(87)
(134)
(81)
Impairment of assets (1)
(27)
(54,338)
(27)
(54,338)
Impairment (reversal) of doubtful receivables
(12)
711
(12)
711
Other
(1,017)
(754)
(747)
(580)
(8,432)
(61,928)
(7,526)
(61,160)
(1) Impairment of non-current assets. Reconciliation of impairment recognised under operating expenses in 2021:
Property, plant and equipment
48,462
Right of use assets
5,815
Intangible assets
61
Total impairment recognised under operating expenses
54,338
(2) Remuneration to auditors. Consulting and legal costs contain EUR 70 thousand and EUR 55 thousand expenses incurred for financial
statutory audit performed by external auditor of the Group and the Company for the year ended 31 December 2022, respectively (EUR
69 thousand and EUR 55 thousand – for the year ended 31 December 2021, respectively). Remuneration to the independent audit firms
for regulated activity review services amounts to EUR 13 thousand for both, the Group and the Company, (EUR 13 thousand – for the
year ended 31 December 2021).
20 INCOME (EXPENSES) FROM FINANCIAL AND INVESTMENT ACTIVITIES – NET
Group
Company
2022
2021
2022
2021
Gain from lease liabilities
949
-
949
-
Interest income
103
13
31
13
Fines income
56
30
56
30
Gain from derivatives
-
1,898
-
1,898
Other financial income
113
46
22
28
Financial activity income, total
1,221
1,987
1,058
1,969
Losses from currency exchange on the lease liabilities
(17,380)
(22,073)
(17,380)
(22,073)
Interest on the lease liabilities
(1,831)
(1,800)
(1,829)
(1,798)
Interest expenses
(973)
(481)
(965)
(479)
Losses from currency exchange
(88)
(174)
(81)
(105)
Loss from financial derivatives
(72)
-
(72)
-
Fines and penalties expenses
-
(19)
-
-
Other financial activity expenses
(3)
(10)
-
(1)
Financial activity expenses, total
(20,347)
(24,557)
(20,327)
(24,456)
21 INCOME TAX
Group
Company
2022
2021
2022
2021
Current income tax expense
(508)
(456)
-
-
Deferred tax (expenses) income
1,504
12,212
1,504
12,212
Income tax (expense) income recorded in the profit
(loss)
996
11,756
1,504
12,212
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
21 INCOME TAX (CONT’D)
Reconciliation between income tax expense of the Group and Company and the result of taxable income of the Group and the Company
multiplied by income tax rate for the years 2022 and 2021 is as follows:
Group
2022
2022
2021
2021
Accounting profit (loss) before tax
(6,900)
(75,767)
Applying 15% profit tax
15.00%
(1,035)
15.00%
(11,365)
Effect of tax rates in foreign jurisdictions
(3.88)%
268
(0.35)%
264
Tax effect of:
Tax-exempt income
0.16%
(11)
0.00%
-
Non-deductible expenses of income tax
(1.41)%
97
(0.06)%
48
Income tax recognised in other comprehensive
income
0.20%
(14)
0.00%
-
Adjustments in respect of prior years
4.90%
(338)
0.90%
(680)
Other
(0.54)%
37
0.03%
(23)
14.43%
(996)
15,52%
(11,756)
Company
2022
2022
2021
2021
Accounting profit (loss) before tax
(8,236)
(77,129)
Applying 15% profit tax
15.00%
(1,235)
15.00%
(11,569)
Tax effect of:
Tax-exempt income
0.13%
(11)
0.00%
-
Non-deductible expenses of income tax
(0.91)%
75
(0.04)%
31
Income tax recognised in other comprehensive
income
0.17%
(14)
0.00%
-
Adjustments in respect of prior years
4.10%
(338)
0.88%
(680)
Other
(0.23)%
19
(0.01)%
6
18.26%
(1,504)
15.83%
(12,212)
Movements of deferred tax balances:
Group and Company
Balance as at 31 December 2022
Net
Recognised
Recognised
Deferred
balance at
in profit or
Recognised
directly in
Deferred
tax
2022
1 January
loss
in OCI
equity
Other
Net
tax assets
liabilities
Non-current asset (right-of-use asset)
(8,533)
(2,317)
-
-
-
(10,850)
-
(10,850)
Accelerated depreciation for tax purposes
197
(10)
-
-
-
187
187
-
Vacation reserve
114
(7)
-
-
-
107
107
-
Accrued annual bonuses
139
105
-
-
-
244
244
-
Emission allowances
539
310
-
-
-
849
849
-
Other temporary differences
60
17
-
-
-
77
77
-
Impairment of non-current assets
8,034
4
-
-
-
8,038
8,038
-
Long-term employee benefit liability
113
(6)
(14)
-
-
93
93
-
Associates’ equity method
5
(5)
-
-
-
-
-
-
Different depreciation rates of non-current
assets
(763)
(654)
-
-
-
(1,417)
-
(1,417)
Accrued income
(53)
52
-
-
-
(1)
-
(1)
Accrued taxable losses
5,657
3,904
-
-
-
9,561
9,561
-
Investment incentive of non-current assets
under the law previously in force
(1,893)
111
-
-
-
(1,782)
-
(1,782)
Tax assets (liabilities) before set-off
3,616
1,504
(14)
-
-
5,106
19,156
(14,050)
Set-off of tax
-
-
-
-
-
-
(14,050)
14,050
Net tax assets (liabilities)
3,616
1,504
(14)
-
-
5,106
5,106 -
www.kn.lt | 44
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 45
21 INCOME TAX (CONT’D)
Group and Company Balance as at 31 December 2021
Net
Recognised
Recognised
Deferred
balance at
in profit or
Recognised
directly in
Deferred
tax
2021
1 January
loss
in OCI
equity
Other
Net
tax assets
liabilities
Non-current asset (right-of-use asset)
(7,715)
(818)
-
-
-
(8,533)
-
(8,533)
ccelerated depreciation for tax purposes
207
(10)
-
-
-
197
197
-
Vacation reserve
162
(48)
-
-
-
114
114
-
Accrued annual bonuses
96
43
-
-
-
139
139
-
Emission allowances
256
283
-
-
-
539
539
-
Other temporary differences
59
1
-
-
-
60
60
-
Impairment of non-current assets
38
7,996
-
-
-
8,034
8,034
-
Long-term employee benefit liability
101
3
9
-
-
113
113
-
Associates’ equity method
-
5
-
-
-
5
5
-
Different depreciation rates of non-current
assets
(752)
(11)
-
-
-
(763)
-
(763)
Accrued income
(146)
93
-
-
-
(53)
-
(53)
Accrued taxable losses
1,094
4,563
-
-
-
5,657
5,657
-
Investment incentive of non-current assets
under the law previously in force
(2,005)
112
-
-
-
(1,893)
-
(1,893)
Tax assets (liabilities) before set-off
(8,605)
12,212
9
-
-
3,616
14,858
(11,242)
Set-off of tax
-
-
-
-
-
-
(11,242)
11,242
Net tax assets (liabilities)
(8,605)
12,212
9
-
-
3,616
3,616
-
As at 31 December 2022 the Group and the Company did not recognise as deferred tax asset in total amounting to EUR 319 thousand: EUR
229 thousand from allowance of trade accounts receivable and EUR 96 thousand from Group companies’ tax losses carried forward (UAB “SGD
logistika”, UAB “SGD SPB”, UAB “SGD terminalas”). As at 31 December 2021 the Group and the Company did not recognise as deferred tax
asset in total amounting to EUR 319 thousand: EUR 227 thousand from allowance of trade accounts receivable and EUR 92 thousand from
Group companies’ tax losses carried forward (UAB “SGD logistika”, UAB “SGD SPB”, UAB “SGD terminalas”).
As at 31 December 2022 and 31 December 2021 the Company’s management’s judgement was not to recognize as deferred tax asset
amounting up to EUR 263 thousand from the investment incentive in the amount of up to EUR 1,756 thousand, whose expiry date is 2024, up
to EUR 2,828 thousand from the investment incentive in the amount of up to EUR 18,850 thousand, whose expiry date is 2023 as the
management does not expect to use the investment incentive to set off against taxable profit in the future.
In the Statement of Financial position deferred income tax asset and deferred income tax liability are set-off as they both are related to the
same tax authority.
While assessing deferred income tax asset and liability components as at 31 December 2022 and 2021 the Company has used the domestic
Lithuanian income tax rate of 15%. The Group’s subsidiary KN Açu Serviços de Terminal de GNL Ltda applies Brazilian Tax System and
subsidiary´s administration has elected the Real Profit Regime that is calculated on quarterly basis. The official rates for Income tax rate is 25%
and Social Contribution on Net Profit is 9%.
22 BASIC AND DILUTED EARNINGS (LOSSES) PER SHARE
Basic earnings per share are calculated by dividing net profit (loss) of the Group by the weighted average number of ordinary shares
outstanding. Diluted earnings per share equal to basic earnings per share as the Group has no instruments issued that could dilute shares
issued.
Basic and diluted earnings per share are as follows:
Group
2022
2021
Net profit (loss) attributable to shareholders
(5,904)
(64,011)
Weighted average number of outstanding ordinary shares (thousand)
380,397
380,416
Earnings and reduced earnings (in EUR)
(0.02)
(0.17)
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 46
23 DIVIDENDS
2022
2021
Dividends declared
-
(7,538)
Weighted average number of shares (thousand)
380,397
380,416
Dividends declared per share (expressed in EUR per share)
-
0.02
The General Meeting of the Shareholders held on 22 April 2022 approved allocation of profit (loss) for the year 2021 – no dividends were
declared. The General Meeting of the Shareholders held on 30 April 2021 approved profit appropriation for the year 2020 and allocated to the
Shareholders dividends in the amount of EUR 7,538 thousand for 2021.
The outstanding amount of declared dividends to the shareholders, who were not reached from the stated addresses, is accounted as current
amounts payable and liabilities in the Statement of financial position as at 31 December 2022. As at 31 December 2022, the outstanding
number of dividends not paid during the previous financial year amounted to EUR 157 thousand (EUR 164 thousand as at 31 December 2021).
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT
Credit risk
The Group and The Company have significant concentration of trading counterparties. Trade receivables from the main customers are as
follows:
- Client A accounted for approximately 31% as at 31 December 2022 (about 69% as at 31 December 2021) of total Group trade
receivables;
- Client B – on 31 December 2022 accounted for approximately 17% (0% as at 31 December 2021) of the total Group’s and Company’s
receivables from all its customers;
- Client C – on 31 December 2022 accounted for approximately 11% (about 14% as at 31 December 2021) of the total Group’s and
Company’s receivables from all its customers.
- Client D – on 31 December 2022 accounted for approximately 11% (about 6% as at 31 December 2021) of the total Group’s and
Company’s receivables from all its customers.
The average payment term for the main customer mentioned above varies from 12 to 20 calendar days, whereas the usual payment terms for
all other customers is 5 days. A possible credit risk for the Group’s and the Company’s customers is managed by a continuous monitoring of
outstanding balances.
The Group’s and Company’s procedures are in force to ensure on a permanent basis that services are provided to reliable customers and do
not exceed an acceptable credit exposure limit. The Group and the Company trades only with reputable third parties, so there is no requirement
for collateral.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments,
if any, in the Statement of Financial position. Consequently, the Group and the Company considers that its maximum exposure is reflected by
the amount of trade receivables, net of allowance for doubtful accounts and cash and other short-term deposits recognized at the date of
Statement of Financial position. In the management’s opinion there were no reasonably likely circumstances, which would raise additional
obligations to the Group and the Company.
The following table provides information about the exposure to credit risk for trade receivables from the customers:
Group
Gross carrying
Loss
Credit
31-12-2022
amount
allowance
impaired
Current (not past due)
6,999
-
No
1-30 days past due
896
-
No
31-59 days past due
6
-
No
60-89 days past due
3
-
No
90-179 days past due
-
-
No
180-279 days past due
3.975
-
No
More than 280 days past due
1,523
(1,523)
Yes
13,402
(1,523)
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT (CONT’D)
Company Gross carrying Loss Credit
31-12-2022 amount allowance impaired
Current (not past due)
6,456
-
No
1-30 days past due
896
-
No
31-60 days past due
6
-
No
60-89 days past due
3
-
No
90-179 days past due
-
-
No
180-279 days past due
3,975
-
No
More than 280 days past due
1,523
(1,523)
Yes
12,859
(1,523)
Group
Gross carrying Loss Credit
31-12-2021 amount allowance impaired
Current (not past due)
5,341
-
No
1-30 days past due
2,770
-
No
31-60 days past due
1,300
-
No
More than 60 days past due
1,511
(1,511)
Yes
10,922
(1,511)
Company Gross carrying Loss Credit
31-12-2021 amount allowance impaired
Current (not past due)
4,869
-
No
1-30 days past due
2,770
-
No
31-60 days past due
1,300
-
No
More than 60 days past due
1,511
(1,511)
Yes
10,450
(1,511)
Interest rate risk
The Group’s and the Company’s income and operating cash flows are influenced by changes in market interest rates, which are linked to
EURIBOR base. Overall, 44% of loan portfolio is exposed to floating interest rate risk no hedging derivative instruments were used. Thus, such
standing has implications on financial results.
EIB facility with 3 tranches is exposed to 3 months EURIBOR with zero-floor applicable on EURIBOR base. In contrast, NIB facilities are exposed
to 6 months EURIBOR with no zero-floor applicable on EURIBOR base.
Maturity Carrying Carrying
date amount as at amount as at
Interest rate
Floating interest rate exposure
EIB loan:
31-12-2022 31-12-2021 fixed margin + 3 months Negative total interest rate is
1st tranche
20-12-2023
10,766
11,746
EURIBOR set at zero
2nd
tranche
28-11-2034
11,751
12,730
fixed margin + 3 months Negative total interest rate is
EURIBOR set at zero
3rd
tranche
20-09-2034
24,186
24,700
fixed margin + 3 months Negative total interest rate is
NIB loan:
EURIBOR set at zero
fixed margin + 6 months Negative interest is accrued
Reloading station
19-06-2034
16,615
18,074
EURIBOR and offset on the repayment
date as part of the loan
FSRU loan
31-12-2044
79,487
52,658
fixed
No exposure to floating interest
rate
142,805
119,908
Fixed margin varies from 0,066% to 0,78% as at 31 December 2022.
The Group and the Company is constantly assessing its possibilities to hedge interest rate risks on its loans. Thus, the loans related with
long-term LNG terminal solution with high probability in future are expected to be with partially or fully fixed interests.
www.kn.lt | 47
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 48
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT (CONT’D)
The Group’s and the Company’s excess liquidity in forms of money and time deposits are distributed across the accounts of major Lithuanian
banks, which are granted with Standard Poor’s or equivalent long-term term borrowing BBB- or better external rating according to the foreign
rating agencies. Partner bank’s rating is assessed either on a stand-alone or applying a bank group logic into which exposure is present. Also,
the Group and the Company is monitoring recommendation of the Central Bank of Lithuania.
Retrospectively, risk related to the funds security in banks was limited, because the Group and the Company carried out transactions with the
banks that have high ratings provided by the foreign rating agents.
As at 31 December 2022 increase/decrease in EURIBOR interest rate by 10 basis points would increase/decrease yearly interest expenses
amount by EUR 63 thousand (as at 31 December 2021 – EUR 28 thousand).
Exchange rate risk
The Group and the Company is exposed to foreign currency fluctuations primarily related to the U.S. dollar. Foreign exchange risk arises from
future commercial transactions as well as recognized liabilities including impact arising from IFRS 16 “Leases”.
Because the highest part of lease payments is denominated in US dollars, as a result changes in exchange rates occur in the statement of
comprehensive income, the Group and the Company incurred the currency exchange loss amounting to EUR 17,380 thousand for 2022 arising
from IFRS 16 “Leases” and loss amounting to EUR 22,073 thousand for 2021.
Summary of exchange rates as at 31 December 2022 and 31 December 2021 to EUR:
Exchange rate as
Average exchange
Exchange rate as
Average exchange
at 31-12-2022
rate in 2022
at 31-12-2021
rate in 2021
USD
1.0666
1.0538
1.1334
1.1833
BRL
5.6386
5.4424
6.3734
6.3773
Group (denominated in euro)
31-12-2022
EUR
USD
BRL
Total
Cash and cash equivalents
66,687
4,939
797
72,423
Trade receivables
11,336
-
543
11,879
Lease liabilities
(25,851)
(240,375)
(22)
(266,248)
Trade payables
(2,652)
(912)
(32)
(3,596)
Total
49,520
(236,348)
1,286
(185,542)
Company (denominated in euro)
31-12-2022
EUR
USD
BRL
Total
Cash and cash equivalents
61,909
4,939
-
66,848
Trade receivables
11,336
-
-
11,336
Lease liabilities
(25,851)
(240,375)
-
(266,226)
Trade payables
(2,652)
(912)
-
(3,564)
Total
44,742
(236,348)
-
(191,606)
Group (denominated in euro)
31-12-2021
EUR
USD
BRL
Total
Cash and cash equivalents
60,827
3
687
61,517
Trade receivables
8,925
-
486
9,411
Lease liabilities
(21,581)
(265,499)
(25)
(287,105)
Trade payables
(3,026)
(3)
(24)
(3,053)
Total
45,145
(265,499)
1,124
(219,230)
Company (denominated in euro)
31-12-2021
EUR
USD
BRL
Total
Cash and cash equivalents
57,145
3
-
57,148
Trade receivables and other receivables
8,939
-
-
8,939
Lease liabilities
(21,581)
(265,499)
-
(287,080)
Trade payables and other liabilities
(3,042)
(3)
-
(3,045)
Total
41,461
(265,499)
-
(224,038)
As at 31 December 2022 increase in USD currency rate by 10 basis points would increase yearly loss from currency exchange amount by
EUR 237 thousand (as at 31 December 2021 – EUR 234 thousand).
As at 31 December 2022 increase in BRL currency rate by 10 basis points would increase yearly income from currency exchange amount by
EUR 7 thousand (as at 31 December 2021 – EUR 1 thousand).
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 49
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT (CONT’D)
Liquidity risk
The Company’s and Group’s policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount
of committed credit facilities to meet its commitments at a given date in accordance with its strategic plans.
The Group’s liquidity (total current assets / total current liabilities) and quick ratios ((total current assets - inventories) / total current liabilities)
as at 31 December 2022 were 1.30 and 1.27, respectively (1.28 and 1.25 as at 31 December 2021).
The Company’s liquidity (total current assets / total current liabilities) and quick ratios ((total current assets - inventories) / total current
liabilities) as at 31 December 2022 were 1.22 and 1.19, respectively (1.20 and 1.17 as at 31 December 2021).
The Group’s and Company’s objective is to maintain a balance between continuity of funding and flexibility. The Groups and the Company's
activities generate sufficient amount of cash, therefore, the managements' main responsibility is to monitor that the liquidity ratio of the
Company is close or higher than 1.
The table below summarizes the maturity profile of the Group’s and Company’s financial liabilities as at 31 December 2022 assessed on
contractual undiscounted payments:
Group
Carrying
On
Less than 3
3 to 12
1 to 5
More than 5
Total
amount
demand
months
Months
years
years
Trade and other payables
5,871
-
5,849
22
-
-
5,871
Lease liabilities
266,248
-
14,085
42,182
188,737
32,574
277,578
Loan and interest
143,140
-
1,414
5,632
25,696
118,174
150,916
Balance as at 31 December 2022
415,259
-
21,348
47,836
214,433
150,748
434,365
Company
Carrying
On
Less than 3
3 to 12
1 to 5
More than 5
Total
amount
demand
months
Months
years
years
Trade and other payables
5,721
-
5,699
22
-
-
5,721
Lease liabilities
266,226
-
14,082
42,175
188,721
32,574
277,552
Loan and interest
143,140
-
1,414
5,632
25,696
118,174
150,916
Balance as at 31 December 2022
415,087
-
21,195
47,829
214,417
150,748
434,189
The table below summarizes the maturity profile of the Group’s and Company’s financial liabilities as at 31 December 2021 assessed on
contractual undiscounted payments:
Group
Carrying
On
Less than 3
3 to 12
1 to 5
More than 5
Total
amount
demand
months
Months
years
years
Trade and other payables
3,695
-
3,346
349
-
-
3,695
Lease liabilities
287,105
-
14,116
42,267
229,839
29,045
315,267
Loan and interest
119,923
-
630
3,439
27,969
92,379
124,417
Derivatives
15
-
-
15
-
-
15
Balance as at 31 December 2021
410,738
-
18,092
46,070
257,808
121,424
443,394
Company
Carrying
On
Less than 3
3 to 12
1 to 5
More than 5
Total
amount
demand
months
Months
years
years
Trade and other payables
3,513
-
3,164
349
-
-
3,513
Lease liabilities
287,080
-
14,106
42,251
229,813
29,045
315,215
Loan and interest
119,923
-
630
3,439
27,969
92,379
124,417
Derivatives
15
-
-
15
-
-
15
Balance as at 31 December 2021
410,531
-
17,900
46,054
257,782
121,424
443,160
EUR 184 thousand of the EUR 10,356 thousand of Group’s trade and other payables as at 31 December 2022 (EUR 740 thousand of the EUR
3,513 thousand amount as at 31 December 2021) are the retention amounts under contracts, which are paid for when all work under a contract
has been completed. There is no possibility to forecast these payment terms.
Fair value of financial assets and liabilities
The Company’s and Group’s principal financial instruments not carried at fair value are trade and other receivables, trade and other payables,
non-current and current borrowings.
Fair value is stated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 50
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT (CONT’D)
Fair value of financial assets and liabilities (cont’d)
The following methods and assumptions are used to estimation the fair value of each class of financial assets and liabilities as at 31 December
2022:
Group
Carrying amount
Financial
Fair value
liabilities
Fair value -
Financial
at
hedging
assets at
amortised
Financial assets not measured at fair
value
instruments
amortised cost
cost
Total
Level 1
Level 2
Level 3
Total
Trade receivables
-
11,879
-
11,879
Cash
-
72,423
-
72,423
Contract assets
-
328
-
328
-
84,630
-
84,630
Financial liabilities not measured at
fair value
Loan and interest
-
-
(143,140)
(143,140)
-
(143,140)
(143,140)
Financial lease liabilities
(266,248)
(266,248)
Trade payables
-
-
(3,596)
(3,596)
-
-
(412,984)
(412,984)
-
Company
Carrying amount
Financial
Fair value
liabilities
Fair value -
Financial
at
hedging
assets at
amortised
Financial assets not measured at fair
value
instruments
amortised cost
cost
Total
Level 1
Level 2
Level 3
Total
Trade receivables
-
11,336
-
11,336
Cash
-
66,848
-
66,848
Contract assets
-
328
-
328
-
78,512
-
78,512
Financial liabilities not measured at
fair value
Loan and interest
-
-
(143,140)
(143,140)
-
(143,140)
(143,140)
Financial lease liabilities
(266,226)
(266,226)
Trade payables
-
-
(3,564)
(3,564)
-
-
(412,930)
(412,930)
-
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 51
24 FINANCIAL ASSETS AND LIABILITIES AND RISK MANAGEMENT (CONT’D)
The following methods and assumptions are used to estimation the fair value of each class of financial assets and liabilities as at 31 December
2021:
Group
Carrying amount
Financial
Fair value
liabilities
Fair value -
Financial
at
hedging
assets at
amortised
Financial assets not measured at fair
value
instruments
amortised cost
cost
Total
Level 1
Level 2
Level 3
Total
Trade receivables
-
9,411
-
9,411
Cash
-
61,517
-
61,517
Contract assets
-
612
-
612
-
71,540
-
71,540
Financial liabilities measured at fair
value
Derivatives
(15)
-
-
(15)
-
(15)
-
(15)
(15)
-
-
(15)
Financial liabilities not measured at
fair value
Loan and interest
-
-
(119,923)
(119,923)
-
(119,923)
-
(119,923)
Financial lease liabilities
-
-
(287,105)
(287,105)
Trade payables
-
-
(3,053)
(3,053)
-
-
(410,081)
(410,081)
Company
Carrying amount
Financial
Fair value
liabilities
Fair value -
Financial
at
hedging
assets at
amortised
Financial assets not measured at fair
value
instruments
amortised cost
cost
Total
Level 1
Level 2
Level 3
Total
Trade receivables
-
8,939
-
8,939
Cash
-
57,148
-
57,148
Contract assets
-
612
-
612
-
66,699
-
66,699
Financial liabilities measured at fair
value
Derivatives
(15)
-
-
(15)
-
(15)
-
(15)
(15)
-
-
(15)
Financial liabilities not measured at
fair value
Loan and interest
-
-
(119,923)
(119,923)
-
(119,923)
-
(119,923)
Financial lease liabilities
(287,080)
(287,080)
Trade payables
-
-
(3,045)
(3,045)
-
-
(410,048)
(410,048)
No transfers occurred between levels in the hierarchy by re-assessing categorization as at 31 December 2022 compared to 31 December 2021.
Capital management
The primary objectives of the Company’s capital management are to ensure that the Company complies with externally imposed capital
requirements. Capital includes equity attributable to equity holders.
The Company manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of its
activities. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares.
In 2021 the decrease on authorized capital of the Company was amounting to EUR 190 thousand.
The Company must keep its equity at least up to 50% of its share capital, as imposed by the Law on Companies of Republic of Lithuania as at
31 December 2022 and as at 31 December 2021.
The Company’s activities are financed using its equity and loan capital.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 52
25 COMMITMENTS AND CONTINGENCIES
The Tax Authorities have not performed full-scope tax investigations at the Company and the Group. The Tax Authorities may inspect
accounting, transaction and other documents, accounting records and tax returns for the current and previous 3 calendar years at any time,
and where appropriate, for the current and previous 5 or 10 calendar years and impose additional taxes and penalties. Management of the
Group and The Company is not aware of any circumstances which would cause calculation of additional significant liabilities due to unpaid
taxes.
The Customs of the Republic of Lithuania and the Tax Authorities have granted to the Company the exemption from the obligation to provide
guarantees for possible tax liabilities. The total amount of exemptions amounts to EUR 371,000 thousand as at 31 December 2022 (EUR 363,000
thousand as at 31 December 2021).
Material contractual liabilities (acquisition of property, plant and equipment) amounted to EUR 791 thousand as at 31 December 2022
(EUR 1,884 thousand as at 31 December 2021).
The Company has an agreement on assignment of claim rights and a maximum pledge agreement with UAB Hoegh LNG Klaipėda which
maximum amount of USD 50,000 thousand per one year as at 31 December 2022 and as at 31 December 2021. The said agreements are
intended to secure obligations of the Company to Hoegh LNG Klaipėda under the Time Charter Party (Lease of a Floating Storage and
Regasification Unit in conjunction with maintenance and operation services) agreement concluded on 2 March 2012.
The Company takes out part of NIB loan on a quarterly basis, fulfilling the legal obligation to reduce the security supplement until the
acquisition of the Floating Storage Regasification Unit (FSRU) and to spread the costs of the LNG terminal over the expected period of its
operation. The revenue cap of LNG terminal is reduced by the part of the loan taken. In accordance with the provision of the NERC
Methodology, it is foreseen after the acquisition of the FSRU, the reduced income in 2020-2024 will be compensated in order to cover the
loan repayments according to the loan schedule over the period 2025-2044.
Legal disputes
▪ In January 2023 PGNiG Supply & Trading GmbH, both users of the LNG terminal, submitted claims to the Company for a compensation
in the amounts of USD 874 thousand and USD 725 thousand, because during loading operations in December 2022, the LNG carrier
ordered by PGNiG Supply & Trading GmbH experienced demurrage while loading liquefied natural gas to the Floating Storage
Regasification Unit (FSRU). The demurrage of LNG carrier ordered by PGNiG Supply & Trading GmbH arose due to a technical
malfunction of the equipment of the FSRU as of November 25, 2022, where the capacity of LNG regasification was partially limited,
which in turn led to the fact that the mentioned LNG carrier exceeded the laytime while loading the LNG cargo. The Company considers
that the claims of PGNiG Supply & Trading GmbH are unreasonable, because in the event of such malfunction, the Company as the
operator has the right to switch the working modes of operations and limit LNG terminal services without being responsible for losses
of the LNG terminal user.
The management of the Company evaluates that the outflow of these claims are not probable and the Company believes that there
will be no significant additional costs related to this case, wherefore no deferrals have been formed in the preparation of the financial
statements of 31 December 2022.
▪ The Company is defending an action brought in 2014 by UAB “Naftos grupė“, which allegedly incurred loss in the amount of EUR 5
million and additionally aims to recover the surplus of oil products allegedly owned by UAB “Naftos grupė“ and stored by the Company.
Competition Council is involved in the process, however there is a lack of evidence for the Court and the case is suspended until the
criminal case (described in the next bullet point) is resolved.
Based on judgement of legal advisors, the management of the Company believes that the defence against the action will be successful,
no provisions for this ongoing case have been formed in the preparation of the financial statements of 31 December 2022.
▪ The Company is a civil plaintiff in a criminal case on the accusations against the former managers of the Company and against
companies UAB “Naftos grupė“ and UAB “Artilona”.
In 2017 the court of the first instance issued a verdict to award the payment of EUR 20.9 million and 5% annual interest in favour of
the Company and, additionally, to cover the court representation costs. However, all accused persons appealed against the first
instance court decision and the case was transferred to the appellate instance, Court of Appeal of Lithuania. Currently, the case is still
on-going.
Since the Company is a plaintiff in the case, no significant additional costs related to this case will be incurred.
▪ Since 2015 the Company is involved as a third interested party in the legal cases with AB Achema, which has submitted 13 complaints
regarding the resolutions of the NERC to the court. AB Achema requests the court to annul NERC resolutions related to the additional
security component of natural gas supply transmission price.
As a result of this dispute, AB Amber Grid calculates fine and interest for AB Achema for overdue payments for security component.
As at 31 December 2022 the amount of the fine and interest calculated by AB Amber Grid and paid to the Company amounts to EUR
4,002 thousand (as at 31 December 2021 – EUR 3,837 thousand). The Company does not recognise the received payments for fines
and interest as income until a court decision is rendered. Payments received are presented under Contract liabilities caption in the
statement of financial position.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 53
25 COMMITMENTS AND CONTINGENCIES (CONT’D)
In the opinion of the Company's management, the Company will not incur any significant additional costs related to this case,
therefore no provisions for this ongoing case have been formed in the preparation of the financial statements of 31 December 2022.
▪ Vilnius Commercial Arbitration Court resolved the case based on the claim filed by the Company regarding the judgment of a debt
of EUR 1,529 thousand (EUR 1,409 thousand debt and EUR 120 thousand interest) from the VERUM PLUS AG. The claim has been
satisfied. Bankruptcy proceedings to the VERUM PLUS AG has been initiated, however, the process has been suspended, because
the defendant appealed the bankruptcy case.
In the opinion of the Company's management, the proceedings from this case are not probable, wherefore no assets for this ongoing
case have been formed in the preparation of the financial statements of 31 December 2022.
▪ In July 2021 a civil claim of the prosecutor of the Klaipėda Regional Prosecutor Office was received in defense of the public interest
concerning the annulment of the decisions of the Company's bodies and employees’ Shares Granting Contracts, and the application
of restitution. The Company is involved in the case as a defendant.
In December 2022 the Court of Appeal of Lithuania issued a decision in a civil case and satisfied Prosecutor's claim. Although the
court satisfied the prosecutor's claim, the decision is basically in favor of the Company.
It should be noted that the Court of Appeal of Lithuania by its decision made conclusions inter alia that:
- by paying part of the bonuses to employees not in cash but in the form of shares, the Company violated the relevant provisions
of the Law on Companies;
- by granting shares to employees, the Company did not transfer the state property;
- no harm is made to the Company and its shareholders;
- employees who received bonuses in the form of shares cannot be considered unfair;
- shares granted as bonuses to employees in accordance with employment contracts concluded with them are considered as
remunerative transactions;
- restitution is not applicable, as its application would not meet the proportionality criterion.
In the Company's opinion, although the Lithuanian Court of Appeal satisfied the claim, the court's decision basically supported the
position expressed by the Company regarding the absence of harm and the fact that employees were not given the shares of the
state but instead purchased by the Company from private individuals, whereas the demands of the prosecutor's office regarding the
application of restitution and compensation of damages were not satisfied. It should be noted that the outcome of the case does
not cause significant financial consequences for the Company and its employees, since restitution is not applicable and there is no
need for the employees to return shares or compensate for damages.
26 RELATED PARTY TRANSACTIONS
A related party is a person or entity that is related to the Company and the Group:
1) A person or a close member of that person's family is related to the Company and the Group:
• has control or joint control over the Company;
• has significant influence over the Company; or
• is a member of the key management personnel of the Company and the Group.
2) An entity is related to the Company and the Group, if any of the following conditions applies:
• The entity and the Company / Group are members of the same group (which means that each parent, subsidiary and fellow
subsidiary is related to the others).
• One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which
the other entity is a member).
• One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
• The entity is controlled or jointly controlled by a person identified in (1).
• The entity is a post-employment defined benefit plan for the benefit of employees of either the Company / Group or an entity
related to the Company / Group. If the Company is itself such a plan, the sponsoring employers are also related to the reporting
entity.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 54
26 RELATED PARTY TRANSACTIONS (CONT’D)
Transactions with Lithuanian State controlled enterprises and institutions, and other related parties
Group:
Purchases
Sales
Receivables
Payables
Klaipeda State Seaport Authority
2022
2,503
-
-
458
2021
2,442
-
-
257
AB "Amber Grid"
2022
-
10,729
3,975
-
2021
-
27,732
7,005
-
UAB „Ignitis“
2022
-
10,530
1,103
-
2021
4
1,930
339
-
Public Institution Lithuanian Energy Agency
2022
-
3,365
-
-
2021
-
3,329
-
-
Energijos skirstymo operatorius, AB
2022
287
-
-
35
2021
429
-
-
55
AB LTG CARGO
2022
1,430
-
-
99
2021
966
-
-
86
Other related parties
2022
59
-
-
3
2021
31
-
-
1
Transactions with related parties, in total:
2022
4,279
24,624
5,078
595
2021
3,872
32,991
7,344
399
Company:
Purchases
Sales
Receivables
Payables
Klaipeda State Seaport Authority
2022
2,503
-
-
458
2021
2,442
-
-
257
AB "Amber Grid"
2022
-
10,729
3,975
-
2021
-
27,732
7,005
-
UAB „Ignitis“
2022
-
10,530
1,103
-
2021
4
1,930
339
-
Public Institution Lithuanian Energy Agency
2022
-
3,365
-
-
2021
-
3,329
-
-
Energijos skirstymo operatorius, AB
2022
287
-
-
35
2021
429
-
-
55
AB LTG CARGO
2022
1,430
-
-
99
2021
966
-
-
86
KN Acu Servicos de Terminal de GNL Ltda
2022
-
151
37
-
2021
-
294
15
-
Other related parties
2022
59
-
-
3
2021
31
-
-
1
Transactions with related parties, in total:
2022
4,279
24,775
5,115
595
2021
3,872
33,285
7,359
399
Other related parties are following: UAB Tetas, VĮ Registrų centras, Vilniaus metrologijos centras, AB, UAB Nordic Metrology Science, UAB GET
Baltic, VĮ Regitra, Smiltynės perkėla, AB, Lietuvos paštas, AB, The Association of Lithuanian Stevedoring Companies, Association Baltic Institute
of Corporate Governance, Lithuanian maritime cluster, LTG Infra, AB, UAB "LTG Link", Kelių priežiūra, AB.
• Purchases from State Klaipėda State Seaport Authority include land rent, jetty usage and FSRU port fee.
• Sales to AB Amber Grid include income from additional security supplement to the price of natural gas’ transmission. Sales to AB Amber
Grid do not include interest and fines for AB Achema for delayed payments of the security component to the upper ceiling of the natural
gas transmission price. These amounts are recognized and accounted for as contract liabilities (as at 31 December 2022 – EUR 4,002
thousand, as at 31 December 2021 – EUR 3,837 thousand) (Note 25).
• Purchases from UAB Ignitis include purchases of natural gas. Sales to UAB Ignitis include income from LNG regasification and reloading
services as well as income from customs brokerage services.
• In 2022 and 2021 sales to Public Institution Lithuanian Energy Agency include income from rent of tanks.
• Purchases from AB LG Cargo comprise purchase of railway services.
• Purchases from AB Energijos skirstymo operatorius include acquisition of electricity power.
• Sales to KN Acu include consulting services and bank guarantees.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 55
26 RELATED PARTY TRANSACTIONS (CONT’D)
Management salaries and other payments
The Company's management consists of the Chief Executive Officer (CEO) and Directors.
The Groups’ management consists of the Chief Executive Officer (CEO), Directors and Directors of subsidiaries.
Group
Company
2022
2021
2022
2021
Payroll related costs
689
648
598
570
Number of managers
10
10
6
6
During 2022 and 2021 the management of the Group and the Company did not receive any loans, guarantees, and no other payments or
property transfers occurred.
27 SUBSEQUENT EVENTS
No significant events have occurred after the date of financial statements that would require disclosure or amendment in the financial
statements.
AB KLAIPĖDOS NAFTA CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER 2022
(all amounts are in EUR thousand unless otherwise stated)
www.kn.lt | 56
CONFIRMATION OF RESPONSIBLE PERSONS
23 March 2023
Following Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Preparation and Submission of Periodic and
Additional Information of the Lithuanian Securities Commission, we, Darius Šilenskis, Chief Executive Officer of AB Klaipėdos nafta, Mindaugas
Kvekšas, Chief Financial Officer of AB Klaipėdos nafta, and Rasa Tamaliūnaitė, Chief Accountant, hereby confirm that to the best of our
knowledge the above-presented consolidated and separate Financial Statements of AB Klaipėdos nafta for the year 2022, prepared in
accordance with the International Financial Reporting Standards as adopted to be used in the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss and cash flows of AB Klaipėdos nafta.
Chief Executive Officer Darius Šilenskis
Chief Financial Officer Mindaugas Kvekšas
Chief Accountant Rasa Tamaliūnaitė
2022
AB KLAIPĖDOS NAFTA
CONSOLIDATED ANNUAL
REPORT
FOR THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2022
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 58
CONTENT
GENERAL INFORMATION ABOUT THE GROUP AND THE COMPANY ............................................................................................. 59
A FOREWORD OF THE CEO ........................................................................................................................................................................................... 63
BUSINESS CONTINUITY – THE IMPACT OF RUSSIAN WAR IN UKRAINE, OPERATIONS IN, DEPENDENCE ON,
OR OTHER EXPOSURE TO RUSSIAN/BELARUSSIAN OR UKRAINIAN ECONOMIES................................................................ 65
INFORMATION ABOUT THE GROUP AND THE COMPANY AND ITS ACTIVITIES .................................................................... 67
THE CORPORATE STRATEGY........................................................................................................................................................................................ 75
SIGNIFICANT EVENTS OF THE REPORTING PERIOD ................................................................................................................................... 80
SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE REPORTING PERIOD ................................................................ 81
BUSINESS ENVIRONMENT AND MARKET .......................................................................................................................................................... 82
FINANCIAL RESULTS OF GROUP’S ACTIVITY ................................................................................................................................................... 88
CONSOLIDATION ................................................................................................................................................................................................................ 89
FINANCIAL RESULTS OF THE GROUP’S AND THE COMPANY’S ACTIVITY .................................................................................. 90
ALTERNATIVE PERFORMANCE MEASURES ........................................................................................................................................................ 92
FINANCIAL RESULTS.............................................................................................................................................................................................................. 93
INVESTMENTS .................................................................................................................................................................................................................... 100
ACTIVITY PLANS AND FORECASTS ...................................................................................................................................................................... 101
INFORMATION ABOUT THE SHAREHOLDERS AND SHARES OF THE COMPANY ................................................................. 102
INFORMATION ABOUT THE EMPLOYEES OF THE GROUP ................................................................................................................... 107
GROUP’S SOCIAL RESPONSIBILITY ...................................................................................................................................................................... 112
RISK FACTORS AND RISK MANAGEMENT ............................................................................................................................................................... 117
OTHER INFORMATION ................................................................................................................................................................................................. 121
AB KLAIPĖDOS NAFTA REPORT ON REMUNERATION
.................................................................................................................... 122
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
.................................................................................................................................... 126
Abbreviations:
KN – AB Klaipėdos nafta
KOT – Klaipėda oil terminal
SOT – Subačius oil terminal
OT – Oil terminals
LNGT – regulated LNG activities
comLNG – commercial LNG activities
LNG terminal – Klaipėda LNG terminal
BDP – Segment of LNG related business development and consulting
OP – Oil Products
HFO – Heavy Oil Products
LP – Light Products
NERC – National Energy Regulatory Council
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 59
GENERAL INFORMATION ABOUT THE GROUP AND THE COMPANY
1. REPORTING PERIOD
AB Klaipėdos nafta Consolidated Annual Report for the
year 2022 is prepared for the period from 1 January 2022
until 31 December 2022.
Annual Report for the year 2022 also includes Governance
Report and Report on Remuneration for the year 2022.
2. CONFIRMATION OF RESPONSIBLE PERSONS
Referring to the Article 22 of the Law on Securities of the
Republic of Lithuania and the Rules on Preparation and
Submission of Periodic and Additional Information of the
Bank of Lithuanian, Responsible Persons Darius Šilenskis,
Chief Executive Officer of AB Klaipėdos nafta, Mindaugas
Kvekšas, Chief Financial Officer of AB Klaipėdos nafta, and
Rasa Tamaliūnaitė, Chief Accountant of
AB Klaipėdos nafta, hereby confirm that to the best of our
knowledge the Annual Report of AB Klaipėdos nafta for
2022 includes a fair review of the development and
performance of the business and the present state of the
Company together with the description of the main risks
and uncertainties that are encountered.
3. PERSONS RESPONSIBLE FOR THE INFORMATION SUBMITTED IN THE ANNUAL REPORT
JOB TITLE
FULL NAME
TELEPHONE NUMBER
AB Klaipėdos nafta, Chief Executive Officer
Darius Šilenskis
+370 52 127 733
AB Klaipėdos nafta, Chief Financial Officer
Mindaugas Kvekšas
+370 46 391 772
AB Klaipėdos nafta, Chief Accountant
Rasa Tamaliūnaitė
+370 61 888 260
4. ISSUER INFORMATION AND CONTACT DETAILS
Name of the Company: AB Klaipėdos nafta (hereinafter – the Company, KN or Issuer)
Legal status: Stock Company
Authorized share capital: 110,315,009 EUR
Date and place of registration: 27 September 1994, State Enterprise Centre of Registers
Company code: 110648893
Address: Burių street 19, 92276 Klaipėda
Register of the Company: State Enterprise Centre of Registers
Telephone numbers: +370 46 391772
Fax numbers: +370 46 311399
E-mail address: info@kn.lt
Internet site: www.kn.lt
5. INFORMATION ON SUBSIDIARIES AND CONTACT DETAILS:
Name of the Company: UAB SGD terminalas
Legal status: Private Limited Liability Company
Authorized share capital: 37,500 EUR
Date and place of registration: 27 December 2018, State Enterprise Centre of Registers
Company code: 304977459
Address: Burių street 19, 92276 Klaipėda
Register of the Company: State Enterprise Centre of Registers
Telephone numbers: +370 46 391772
Fax numbers: +370 46 311399
E-mail address: info@kn.lt
Internet site: www.kn.lt
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 60
Name of the Company: UAB SGD logistika
Legal status: Private Limited Liability Company
Authorized share capital: 4,540,000 EUR
Date and place of registration: 20 November 2015, State Enterprise Centre of Registers
Company code: 304139242
Address: Burių street 19, 92276 Klaipėda
Register of the Company: State Enterprise Centre of Registers
Telephone numbers: +370 46 391772
Fax numbers: +370 46 311399
E-mail address: info@kn.lt
Internet site: www.kn.lt
6. INFORMATION ON SUBSIDIARIES OF UAB SGD LOGISTIKA AND CONTACT DETAILS:
Name of the Company: UAB SGD SPB
Legal status: Private Limited Liability Company
Authorized share capital: 25,000 EUR
Date and place of registration: 9 October 2019, State Enterprise Centre of Registers
Company code: 305278800
Address: Burių street 19, 92276 Klaipėda
Register of the Company: State Enterprise Centre of Registers
Telephone numbers: +370 46 391772
Fax numbers: +370 46 311399
E-mail address: info@kn.lt
Internet site: www.kn.lt
Name of the Company: KN Acu Servicos de Terminal de GNL LTDA
Legal status: Limited Liability Company
Authorized share capital: 642,600 BRL (Brazilian reals)
Date and place of registration: 13 December 2019, State Register of Legal Entities of Rio de Janeiro
Company code: NIRE 33.210.894.765; CPNJ 35.785.170/0001-03
Address: F66 Fazenda Saco Dantas s/n, Distrito Industrial, Area 1 and Area 2, 28200-000 São João
da Barra, State of Rio de Janeiro
Register of the Company: State Register of Legal Entities of Rio de Janeiro
Telephone numbers: +370 46 391772
Fax numbers: +370 46 311399
E-mail address: info@kn.lt
Internet site: www.kn.lt
7. GROUP STRUCTURE AND MAIN TYPES OF ACTIVITY
Structure of AB Klaipėdos nafta Group (hereinafter – Group) on 31 December 2022:
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 61
The Group’s Capital on 31 December 2022:
NAME OF THE COMPANY
TYPE OF SHARE
NUMBER OF
SHARES (UNIT)
SHARE FACE
VALUE
TOTAL FACE
VALUE
AB Klaipėdos nafta
Common registered shares
380,396,585
0.29 EUR
110,315,009 EUR
UAB SGD terminalas
Common registered shares
37,500
1.00 EUR
37,500 EUR
UAB SGD logistika
Common registered shares
4,540,000
1.00 EUR
4,540,000 EUR
UAB SGD SPB
Common registered shares
25,000
1.00 EUR
25,000 EUR
KN Acu Servicos de Terminal
de GNL LTDA
Common registered shares
642,600
1.00 BRL
1)
642,600 BRL
1)
1)
BRL – Brazilian real.
The companies of the Group and their main activities:
NAME OF THE COMPANY
ADDRESS
OWNERSHIP
PART, %
ACTIVITIES
AB Klaipėdos nafta
Burių street 19,
92276 Klaipėda
100
The business activity of AB Klaipėdos nafta can be
divided into three segments: Oil terminals,
regulated LNG activities, and commercial LNG
activities. Oil terminals include activities of Klaipėda
Oil terminal and Subačius Oil terminal. Regulated
LNG activities stand for Klaipėda LNG terminal.
Commercial LNG activities include small-scale LNG
station in Klaipėda, operation of LNG terminal in
Açu port in Brazil, and other business development
projects.
UAB SGD terminalas
Burių street 19,
92276 Klaipėda
100
Operation (management) and development of the
infrastructure of the liquefied natural gas terminal
in Klaipeda, other economic activities. The
subsidiary is currently not operating.
UAB SGD logistika
Burių street 19,
92276 Klaipėda
100
Expansion of operation of international LNG
terminal activities, LNG transportation activities,
other economic activities.
UAB SGD SPB
Burių street 19,
92276 Klaipėda
100 owned by
UAB SGD
logistika
Expansion of operation of international LNG
terminal activities by investing and establishing
project companies in Lithuania and foreign
countries (holding activities).
KN Açu Serviços de
Terminal de GNL LTDA
(KN Acu)
F66 Fazenda Saco
Dantas s/n,
Distrito Industrial,
Area 1 and Area 2,
28200-000 São
João da Barra,
State of Rio de
Janeiro
90 owned by
UAB SGD
logistika and 10
owned by UAB
SGD SPB
LNG terminal operation and maintenance services
in the port of Açu, Brazil, including the technical and
commercial operation of the installation of the
quay and its facilities, gas pipeline and gas
metering stations.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 62
8. AGREEMENTS WITH INTERMEDIARIES OF PUBLIC SECURITIES TRADING
The Company has an agreement with Financial Markets Department of AB SEB Bankas for accounting of the Company’s
securities and related services.
AB SEB BANK FINANCIAL MARKETS DEPARTMENT:
Company code
112021238
Address
J. Balčikonis street 7, LT-08247 Vilnius, Lithuania
Telephone
1528
E-mail
info@seb.lt
Website
www.seb.lt
9. AGREEMENTS WITH BROKERAGES FOR PUBLIC ISSUE
The Company’s shares are traded on the regulated market; they are listed in the Baltic Main List of the Stock Exchange of AB
NASDAQ Vilnius.
THE MAIN DATA ABOUT THE SHARES OF THE COMPANY:
ISIN code
LT0000111650
Abbreviation
KNF1L
Share emission
380,396,585
The Company's shares have been listed on the Nasdaq
Vilnius Secondary List since 16
th
January of 1996 and since
4
th
April of 2016 the Company's shares are listed on the
Nasdaq Vilnius Main List.
The securities of the subsidiary companies are not publicly
traded.
Details of the shares and shareholders are provided in the
2022 Annual Report’s chapter “Information about the
shareholders and shares” of the Company”.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 63
A FOREWORD OF THE CEO
Dears,
The year 2022 was marked by the radical changes in
almost all business segments of KN as well as in our
competitive environment. Russia's war against Ukraine
has led to an unprecedented energy price crisis in Europe
accompanied by the record high inflation in the region.
For KN, these challenges, in addition to the threats, also
created several additional revenue opportunities in
almost all business segments, which helped to partially
mitigate the unpredictably high increase in energy costs.
We successfully took part in diversification of supply of oil
products to Ukraine. The need for Europe to diversify
Gazprom’s supplies created us new opportunities in
global LNG development. We contribute to the Germany’s
aspirations of energy independence as KN was selected to
provide the operational services of the first floating LNG
terminal project in Wilhelmshaven. Finally, FSRU
Independence became a cornerstone of energy security
for the whole region, as well as the prime example of how
energy-dependencies can be healed for Western Europe
countries.
In a recent few years KN focused heavily on operational
transformation by implementing wide list of processes,
safety, efficiency improvement measures and tools (f. e.
ISO standardization, LEAN, risk and business continuity
management, improvement of control environment,
project management practices etc.). It helped us to
mitigate the worst possible effect of suffered crises and
disruptions in our businesses and generated tangible
returns.
The ability to seize opportunities as they arise, our focus
on diversification of product portfolio (number of handled
oil products at KN oil terminals increased from 8 in 2018
to 14 in 2022) and outstanding efforts in energy efficiency
have contributed to improved financial performance in all
business segments.
The increased complexity of KN operations went hand in
hand with continuous safety improvements in all our
terminals. One of the Company's key strategic objectives
is the continuous improvement of the safety and health
system by ensuring compliance and enhancing safety
culture to achieve a rate of zero significant safety
incidents and accidents. I am delighted to summarize that
we finished the year without any critical accidents, also
just in the beginning of January 2023, our LNG terminal
facility in Klaipėda hit the milestone of 3000 days without
the accidents. For the last couple years, the Company was
going through the cultural shift towards building of a safe
and healthy working environment, fostering a culture of
occupational safety and health, and enhancing
employees' awareness in this area.
Year 2022 was also marked as a breakthrough year in
establishing foundation for the Company’s long-term
future. We have entered number of strategic partnerships
in areas of greener energy components, including but not
limited to renewable energy generation, carbon capture
storage and / or utilisation (CCS/CCU), R&D in the field of
green hydrogen production. These are the key business
lines to be further discussed and developed in our new
long-term corporate strategy.
Looking ahead to the 2023, the context is likely to remain
unchanged in terms of both the geopolitical and
macroeconomic environment in which KN operates. Thus,
it will remain critically important to support and closely
monitor all safety areas and parameters, keeping extra
focus on ongoing improvement processes and
investments as well as further promoting safety
behavioural and cultural changes within entire
organization. Furthermore, as far as the current outlook
suggests , energy supply and demand will remain topical
in 2023: global tensions in gas production (supply) and
demand will keep energy costs at record highs and we will
be under the continuous pressure on managing variable
costs of KN operations, especially energy costs at the
terminals, and to move to the next level of automation
and productivity.
Also, following the sustainability path, we will continue
with the projects of supplying managed oil and gas
terminals with self-produced green energy, and continue
implementation of processes and technological upgrades
to reduce volatile organic compounds (VOC) and CO2
emissions of our operations by at least 15%. These
directions are extremely important for achieving one of
the main goals of the segment's future strategy that is
climate-neutral operations.
Another critically important direction in the oil segment
will be viable investment and development of the
infrastructure for future, new product flows, which will
enable further diversification of our portfolio of customers
and services to ensure return the benefits created by this
segment to shareholders.
Ensuring reliable regasification operations and availability
of infrastructure for customers will remain the main
priorities in Klaipeda LNG segment. The commitments
made and the importance of the terminal's availability will
be critical to ensuring the energy independence of the
entire region. In 2023, we will choose O&M service
provider for the FSRU Independence, and we will begin
accumulating FSRU operating experience on board, which
we did not have until now. One of the most important and
sustainable ongoing projects in the Klaipėda LNG
segment will remain the Klaipėda LNG terminal
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 64
electrification project which is a subject to significantly
reduce C02 emissions and increase effectiveness of overall
terminal activity. Parallelly, the possibility of Klaipėda LNG
terminal capacity expansion is under development with
currently ongoing season procedure. Decision regarding
expansion and its scope will be made after evaluation of
results of the procedure.
In the global arena, KN will continue our strategic
ambition to expand the number of LNG terminals where
KN has got a role (acting as O&M service provider, co-
investor, or both). During the strategy development
process, we will revise our resources, competitiveness, and
value proposition. We might come out with different
solutions and strategic ambitions.
There is a lot of ambition and hope embedded in 2023.
Globally – for peace and back to normality. For KN the
main goal will be to navigate through the uncertainty with
a willingness to embrace change, to adapt and transform
ourselves for the long-term future. And that will be the
most significant organizational milestone for our
Company in 2023. We have launched the preparations for
the renewal of our corporate strategy at the end of 2022,
and the strategy upgrade will be in full swing in the first
half of 2023. The preparation of a new KN strategy,
aligned with the directions and policies of the energy
transformation of Lithuania, the EU and globally, will
undoubtedly become a kick-starter of our ambitious
journey to 2050.
As Charles Darwin once said, it is not the strongest, nor
the most intelligent that survives. It is the one that is most
adaptable to change. And that is the crucial task of every
business leader in this uncertain and vulnerable
environment.
Regards,
Darius Šilenskis
Chief Executive Officer
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 65
BUSINESS CONTINUITY – THE IMPACT OF RUSSIAN WAR IN UKRAINE,
OPERATIONS IN, DEPENDENCE ON, OR OTHER EXPOSURE TO
RUSSIAN/BELARUSSIAN OR UKRAINIAN ECONOMIES
On 24
th
of February 2022, Russia has launched a full-scale
war against Ukraine, which has led to an economic
slowdown, high energy price shocks and inflation in both
Lithuania and other European countries.
The management of the Group and the Company has
evaluated the potential impact of operations in,
dependence on, and other exposure to
Russian/Belarussian or Ukrainian economies, and the
Group’s and the Company’s ability to continue as a going
concern as at the date of the issue of the consolidated
financial statements for the year ended 31 December
2021.
The Group and the Company had not been trading with
entities in Russia/Belarus and entities associated with
them, sanctioned as a result of the war in Ukraine as of
31 December 2022 and no trading activities have been
planned for 2023 with entities registered and related with
aforementioned countries. The Group and the Company
has no trading relationships with Belarus since February
2021 and no trading relationships with Russian entities.
Therefore, no significant impact to the Group’s and the
Company’s accounts receivables as at 31 December 2021
and for the future cashflows.
The Group and the Company do not have material
contracts/sales with entities in Russia/Belarus or Ukraine
and does not receive key supplies or services from these
countries.
However, the Group's and the Company's results were
significantly affected by increase in the cost of raw
materials such as gas and electricity. Unpredictable shocks
in the prices of energy resources may also affect the future
results of the Group and the Company. Furthermore,
sanctions imposed on persons from Russia/Belarus could
have an indirect effect on the Group’s and Company’s
business.
The Group and the Company do not have significant
contracts that may no longer be enforceable (e.g., due to
force majeure) in the foreseeable future.
The Group and the Company do not have significant
indirect exposure through trade with entities in other
countries which may have significant exposure to
Russia/Belarus or Ukraine.
On 3 March 2022, the Company announced that
acceptance of Novatek's cargo at the Klaipėda LNG
terminal is suspended. In Company’s view, Gennady
Nikolayevich Timchenko, included in the EU sanctions list
(EU Council Regulation 2022/336 implementing
Regulation No. 269/2014), can be considered a
controlling person of the Novatek group under the EU
law. According to the available data, Novatek group
companies supply LNG cargo to LNG terminal users. The
sanctions imposed prohibit entities from engaging in
activities the object or effect of which is to circumvent
restrictive measures.
Although the Group and the Company do not have
contracts with Novatek or its related entities, the
Company contacted Klaipėda LNG terminal clients on its
own initiative and asked to ensure compliance with the
sanctions in their operations. In the absence of
information that Klaipėda LNG terminal users are
complying with the sanctions in respect of LNG cargoes
scheduled to be unloaded at the Klaipėda LNG terminal,
acceptance of Novatek's cargo at the Klaipėda LNG
terminal is suspended.
As at the date of the issue of the consolidated financial
statements for the year ended 31 December 2022 the
Group and the Company have not identified any other
links in any way to organisations (including banks) or
other individuals targeted for sanctions, or other
politically exposed people in the region.
As LNG activity is regulated, sanctions introduced have no
impact on payments and liquidity/access to capital for the
Group and the Company.
The Group and the Company should not suffer potential
material impacts (quantitative or qualitative) of sanctions
introduced to Russia/Belarus and sanctioned individuals.
From April 2022, Lithuania's gas transmission system
started operating without Russian gas imports. All of
Lithuania's gas needs are met through the Klaipėda
Liquefied Natural Gas (LNG) terminal.
In September 2022 4 LNG terminal capacity packages of 6
TWh/year (24 TWh) were allocated to Klaipėda LNG
terminal users from Lithuania, Latvia and Poland for a ten-
year period until 2033, starting from 1
st
of January, 2023.
The renewed LNG terminal capacity allocation model will
allow to allocate around 60% of the total LNG terminal
capacity over the next 10 years to long-term contract
users. Allocating capacity ten years in advance ensures
that the market will be able to meet not only the gas
demand of Lithuanian consumers, but also transmission
to other European countries and storage in the Latvian
gas storage facility.
The remaining capacity of the LNG terminal will be
allocated through an annual capacity allocation
procedure. It is expected that the annual capacity
allocation will give priority to the nominated supplier and
to meeting the current year's gas demand of the LNG
terminal's customers. The allocation of spot market
capacity will take into account the need for gas imports to
ensure the isolated operation of the electricity system
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when necessary and, in the absence of such a need, to
meet gas demand on a case-by-case basis.
As the Group and the Company operate the Klaipėda LNG
terminal, it is stated that organization is in potential scope
of malicious activities on the internet because of the
importance of infrastructure to Lithuanian gas
independence. Management is in charge that appropriate
measures should be taken to respond to dynamic change
of the situation in cyber space. Government institutions
evaluate the readiness of the most important entities for
cyber defence and give additional instructions what is the
most important to implement and check as well as
provide threat intelligence communication channels for
preventive cyber defence.
The Group and the Company do not outsource
operational business processes (e.g., IT services) to
Ukrainian or Russian/Belarussian service providers.
The Company’s management has concluded that under
current circumstances at the date of financial statements
there is no significant doubt on the Group’s and the
Company‘s ability to continue as a going concern in the
foreseeable future.
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INFORMATION ABOUT THE GROUP AND THE COMPANY AND ITS ACTIVITIES
AB Klaipėdos nafta is the Company of strategic
importance for the energy security of Lithuania and the
surrounding region, which ensures the import of liquefied
natural gas into Lithuania and neighbouring countries, the
storage of the obligatory oil product reserve of the
Republic of Lithuania, as well as reliable and efficient
transhipment of oil products in Klaipėda port. Besides the
activities mentioned above, the Company has started
small scale LNG activities in 2017 and in 2020 became the
operator of LNG terminal in Açu Port in Brazil, becoming
the Group.
Currently, the Group's activities can be divided into three
main segments: commercial LNG activities, regulated LNG
activities, and oil terminals. The Management of the
Group and the Company evaluates the financial results of
each segment and sets separate strategic goals.
MAIN ACTIVITIES:
INFORMATION ABOUT INVESTMENT INTO ASSOCIATES
The Company has investments into the following associate companies as at 31 December 2022:
NAME OF THE
COMPANY
ADDRESS
OWNERSHIP
PART, %
ACTIVITIES
UAB BALTPOOL
9 A. Juozapavičiaus str.,
LT-09311, Vilnius
33
Development of activity of energy resources
(biofuel, gas) exchange, administration of
Public Interest Services (PIS) funds.
Sarmatia Sp. z o.o.
ul. Nowogrodzka 68,
Prima court, 02-014
Warsaw, Poland
1
Analysis and engineering of possibilities to
construct oil pipeline between Asian states
and the Baltic Sea.
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OIL TERMINALS
Oil terminals segment (OT) includes activities of Oil
Terminal in Klaipėda and Oil Terminal in Subačius which
are providing services of oil products transhipment, long-
term storage of oil products, and other services related to
oil products transhipment.
KLAIPĖDA OIL TERMINAL
The Company is one of the largest oil transhipment
terminals in the Baltic States. The terminal’s main activity
is to tranship oil products delivered by rail tanks into
tankers.
CHARACTERISTICS OF KLAIPĖDA OIL TERMINAL
Location
Territory of AB Klaipėdos nafta oil terminal, address: Burių street 19,
Klaipėda
Oil product tanks
51 tanks
Volume of the tanks
571 thousand m
3
total volume
The capacity of the oil terminal
8 - 10 million t / year
Jetty berths
2 (in 2019 started to modernize the jetty berths and construct an additional
multi-functional berth. After the reconstruction will be completed the
terminal will be capable to service three oil tankers simultaneously instead of
two. The total length of all three berths after reconstruction will be about
750 m)
Harbour entrance depth:
14.5 m
Max. draught at the jetty
13.5 m
Max. length of serviced tankers
Up to 275.0 m
Railway
Two double-track rail tank loading racks:
•
Two tracks for petroleum products that do not require maintaining of specific
temperature conditions (up to 2 x 30 tank wagons are services
simultaneously);
•
Two tracks for oil products that require maintaining of specific temperature
conditions (up to 2 x 32 tank wagons are services simultaneously);
•
One of the tracks is adapted to oil products of all types;
•
124 tank wagons can be loaded at the same time.
Road tanker loading
4 loading points at the same time
Modern laboratory
Equipped to inspect main quality parameters of oil products
Total capacity of three boilers of own
boiler station
100 MWh
The Company’s Oil Terminal handles these oil and
chemical industry products:
• Light Products (hereinafter – LP):
Different types of diesel fuel.
Different types of gasoline.
Jet fuel.
• Heavy Oil Products (hereinafter – HFO):
Different types of fuel oil.
Technological fuel.
Vacuum gas oil (VGO).
Crude oil.
Bitumen.
• Bio-fuels:
Ethanol.
Fatty acid methyl ester.
Hydrotreated vegetable oil.
• Other products of the chemical industry:
Monoethylene glycol.
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The processes of oil products transhipment service in the
Company’s oil terminal mainly include the following
operations: i) reloading of oil products from rail tanks, ii)
temporary storage of oil products in the terminal’s shore
tanks and iii) loading oil products into tankers.
To supply the clients with imported oil products delivered
to Klaipėda seaport by tankers, the Company is using
trucks loading station located in its terminal.
Klaipėda Oil terminal provides the following services:
• Transhipment of crude oil and oil products from rail
tanks into tankers.
• Transhipment of crude oil and oil products from
tankers into rail tanks.
• Reloading of crude oil and oil products into trucks.
• Accumulation and storage of crude oil and oil
products.
• Collection of wastewaters from sea vessels which is
contaminated with oil products.
• Mooring services.
• Inspection of quality parameters of oil products.
• Adding bio-additives and marking substances to oil
products.
• Blending of heavy and light oil products.
• Supply of fuel and water to vessels.
SUBAČIUS OIL TERMINAL
After the approval of the share emission agreement with
the Republic of Lithuania on 11 June 2012, the Company
has started to manage Subačius oil terminal (hereinafter –
SOT). After the takeover of Subačius oil terminal
infrastructure the Company’s activity and services have
been diversified and expanded including services of long-
term oil product storage.
SUBAČIUS OIL TERMINAL'S CHARACTERISTICS
Location
In Kunčiai village, Kupiškis district
Volume of the tanks
Total 66 tanks
Volume of the tanks
Almost 338 m
3
thousand total volume
Railway
The rail trestle which can simultaneously handle 14 rail tanks
Road trucks loading
Modern loading station of auto trucks
Modern laboratory
Able to detect the main quality parameters of oil products
Subačius oil terminal provides the following services:
• Storage of oil product (fuel) stocks of the Lithuanian
State to ensure the national energy security under the
relevant legal acts.
• Long-term storage of oil products (gasoline, diesel
fuel).
• Short-term storage and handling of oil products
(gasoline and diesel fuel) to the customers.
• Adding bio-additives and marking substances to oil
products.
The results of activities of Subačius oil terminal for 2022
are present in the Explanatory note “Information about
segments” of the Company’s audited financial statements
for 2022.
The infrastructure of Subačius oil terminal is continuously
upgraded to ensure proper provision of high-quality
services to customers, as well as safe and reliable
operation of the facility.
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REGULATED LNG ACTIVITIES
Regulated LNG activities (LNGT) segment includes activity
of LNG terminal in Klaipėda which receives, and stores
liquefied natural gas, regasifies, and supplies it to main
gas pipeline.
KLAIPĖDA LNG TERMINAL
Ensuring long-term operation of Klaipėda LNG terminal
At the end of 2019 Board of KN took necessary decisions
regarding implementation of measures for ensuring long-
term (until 2044) activities of the Klaipeda LNG Terminal,
including principal decision on the FSRU acquisition after
2024. At the end of 2019, Parliament approved state
guarantee for Stage I (optimization of LNG security
supplement) and Stage II (purchase of FSRU) of the long-
term LNG supply project, which enabled AB Klaipėdos
nafta to sign agreement with NIB on the loan for the
purpose of Stage I. Consequently, security supplement
reduction (by almost 40% since 2020) was proposed to
National Energy Regulation Council (NERC). Based on
NERC decision security supplement has been reduced and
is applicable to all gas consumers starting January 2020.
Loan agreement for Stage II (FSRU acquisition) has been
signed with NIB on 2020-03-09. On 2020-11-20 the
European Commission (EC) approved the state aid to be
provided in the form of state guarantee for the FSRU
acquisition loan. By this, principal issues related to FSRU
acquisition financing are solved. Preparatory work for
FSRU selection and purchase has been started.
In accordance with the Law on LNG Terminal, which
provides that LNG activities must be carried out until at
least 2044-12-31 and the LNG terminal operator acquires
FSRU and becomes an operator no later than 2024-12-31.
During 2021, KN focused on FSRU selection. Following an
extensive market investigation and an open tender for the
acquisition of FSRU, the existing purchase option to
acquire FSRU “Independence” has proven to be the most
economically advantageous solution for KN. In October
2022, KN has informed the Norwegian company Höegh
LNG of its decision to execute the right of FSRU
Independence buy-out option. As the following steps, the
FSRU operation and maintenance activity shall be
ensured. KN decided to hire experienced technical
manager for the FSRU’s operation and maintenance
(O&M) service provision and launched open tender for
FSRU O&M service acquisition in the second half of 2022.
The technical manager for FSRU expected to be selected
by mid of 2023.
In 2022, six users from Estonia, Poland, Norway and
Lithuania have been using services of LNGT in Klaipeda.
54 LNG carriers have arrived at the LNGT and 32.26 TWh
of LNG have been regasified and reloaded during 2022
(record year from the start of operation, increasing by
96.47% from year before). In 2022, Lithuania's natural gas
consumption was about 15.58 TWh, 78.7% from all
imported natural gas in Lithuania’s transmission system
operator AB “Amber Grid” system were from Klaipeda
LNGT.
In 2022, the average utilization of Klaipeda’s LNGT was
72% (vs 37% year ago); in comparison, based on data from
GIE ALSI, the average European utilization of LNG
terminals was 64% (vs 39% year ago).
The LNGT complements and extends the existing natural
gas supply infrastructure of the country, creates
opportunities for supply diversification, allowed to cut
imports from Russia, ensures the security of natural gas
supply and fulfils the EU Directive N-1 Infrastructure
Standard, i.e., creates preconditions for Lithuania to
independently supply itself with the natural gas needed
to meet the demand of the first necessity.
Infrastructure of the Liquefied Natural Gas Terminal
LNG Terminal of AB Klaipėdos nafta is based on a Floating
Storage with Regasification Unit (FSRU) technology. The
terminal is connected to the gas transmission network of
the natural gas transmission system operator
AB Amber Grid by an 18-kilometre connecting gas
pipeline. LNG Terminal functions – receive liquefied
natural gas from LNG carriers, store them, regasify, and
supply liquefied natural gas to transmission network or
reload into other LNG carriers.
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LNG terminal infrastructure
LNG Floating Storage with Regasification Unit
The LNG floating storage with regasification unit is an LNG
tanker (Independence), which at the Klaipėda Seaport
receives liquefied natural gas from the LNG vessels – LNG
carriers, which are moored at the FSRU. According to the
schedules of the Terminal users, LNG is passed through
special equipment to return the LNG to a gaseous state
and supply it to the gas transmission system. In 2012 10-
year lease (with purchase option) (starting from December
2014) of LNG floating storage with regasification unit has
been signed with Norwegian company Höegh LNG Ltd.
The builder of this ship is South Korean shipyard Hyundai
Heavy Industries Co. Ltd.
TECHNICAL CHARACTERISTICS OF THE FSRU INDEPENDENCE*
Klaipeda seaport jetty
157
The volume of the tanks
170,000 m³
Maximum LNG filling level
98% at 70 kPag
Maximum LNG loading capacity
9,000 m³/h LNG
Maximum LNG reloading capacity
5,000 m³/h LNG when LNG regasification is performed during LNG
reloading
FSRU capabilities
3.75 billion m³ of natural gas per year (10.24 million m³ per day)
Minimum operative LNG heel
3,500 m
3
LNG
Maximum gas flow into the gas pipeline
10.24 million m³ per day
*Terminal’s technical specifications are given according to the current normative conditions: combustion/measurement temperature -
25/0 °C, pressure - 1.01325 bar.
Jetty and its facilities
There is a permanently moored FSRU at the jetty, which
receives LNG from the LNG carriers that deliver them.
Special offshore equipment includes high pressure
platform, service platform, mooring and berthing
dolphins, catwalks, fire extinguishing towers, control
room, fire protection equipment, service cranes and high-
pressure gas loading arms, and other necessary
equipment and systems.
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Connecting pipeline of the LNG terminal
The terminal is connected to the gas transmission
network of the natural gas transmission system operator
AB “Amber Grid” by an 18-kilometre-long and 700 mm
diameter connecting gasoline. A gas metering station is
built at the point of connection to the transmission
network.
Services of the LNG terminal
The Terminal provides the following services: i) LNG
regasification, ii) LNG reloading. The LNG regasification
service consists of the following related services:
• Acceptance of LNG cargo from the LNG carrier that
arrived, physical (up to 60 days) and virtual (up to 12
months) storage of the cargo and LNG regasification
in the rate specified in the Terminal user schedule.
The LNG reloading service consists of the following
related services:
• Acceptance of LNG cargo from the LNG carrier that
arrived, physical and virtual storage of the cargo and
reload (re-export) of LNG to an LNG carrier of not less
than 5,000 m
3
.
The following prices apply to the services provided by
the terminal:
• The fixed part of the price of the LNG regasification
service is approved annually by the National Energy
Regulatory Council. This part of the price is included
in the additional component of the natural gas supply
security to the transmission price, whether the
Company is not able to collect the set revenue level
from LNG regasification service price variable part
directly from LNG terminal users.
• The variable part of the price of the LNG
regasification service is paid by the users of the LNG
terminal for the regasified gas volume. Tariffs are
approved annually by NERC. LNG regasification
service price variable part is calculated based on the
upper limit of LNG revenue divided by LNG terminal
capacity per unit.
SERVICES OF THE TERMINAL
SERVICE PRICE
NERC DECREE
LNG regasification service price* (2022)
0.41 EUR/MWh (until 1 May 2022)
excluding VAT
1.19 EUR/MWh (from 1 May 2022)
excluding VAT
16 November 2021 No. O3E-1496
31 March 2022 No. O3E-437
LNG regasification service price (2023)
1.41 EUR/MWh
31 May 2022 No. O3E-799
LNG reloading service price* (2022):
- Small scale LNG cargo, up to 15,000 m
3
- Medium scale LNG cargo, from 15,000
m
3
to 50,000 m
3
inclusive
- Large scale LNG cargo, from 50,000 m
3
0.56 EUR/MWh excluding VAT
0.44 EUR/MWh excluding VAT
0.31 EUR/MWh excluding VAT
16 November 2021 No. O3E-1495
LNG reloading service price (2023):
- Small scale LNG cargo, up to 15,000 m
3
- Medium scale LNG cargo, from 15,000 m
3
to 50,000 m
3
inclusive
- Large scale LNG cargo, from 50,000 m
3
0.62 EUR/MWh excluding VAT
0.48 EUR/MWh excluding VAT
0.35 EUR/MWh excluding VAT
25 November 2022 No. O3E-1620
* Terminal users transporting natural gas through the internal outlet of the natural gas transmission system shall also pay the
additional security component of the natural gas supply price to the natural gas transmission price set by the NERC.
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The LNG terminal fully ensures the third-party access
requirements in accordance with EU laws. The terminal’s
activities are organized in observance with the
Regulations for Use of the Liquefied Natural Gas Terminal
(hereinafter – Terminal regulations), adopted after public
consultations with market participants and approved by
NERC. The terminal’s capacities are allocated to the users
on the same conditions in the way of public and
transparent capacity allocation procedures or on Spot
capacity allocation procedure in case of free capacities
left. LNGT ensures multiuser environment, i. e. allows
several terminal users to use LNG regasification services
simultaneously at the same time based on mandatory
borrowing/lending conditions.
Detailed information on LNGT services and operating
model could be found in the Terminal regulations or on
www.kn.lt.
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COMMERCIAL LNG ACTIVITIES
Commercial LNG activities (comLNG) segment includes
activities of small-scale LNG reloading station in Klaipėda,
operation of LNG terminal in Açu port in Brazil, and other
business development projects and consultations.
KLAIPĖDA SMALL SCALE LNG TERMINAL
During 2022, 9 cargoes were delivered to Klaipėda small-
scale LNG terminal (hereinafter – LNG reloading station or
ssLNG). The entire LNG cargo was loaded to LNG Trucks
and distributed to consumers in Latvia, Estonia, and
Poland. A total of 658 LNG trucks were loaded at Klaipėda
Small scale terminal in 2022 (record year from the start of
operation in 2017).
AB Klaipėdos nafta has opened an onshore LNG reloading
station in the autumn of 2017. The purpose of the LNG
reloading station project is to develop small-scale LNG
infrastructure in the Baltic States and Poland, which not
only increases energy security for areas that are further
away from the gas pipeline, but also provides the benefits
of alternative and clean energy to a significant number of
consumers. This infrastructure also contributes to
ensuring the availability of LNG as a clean fuel for shipping
and heavy road transport.
On April 1
st
, 2020, the Polish oil and gas company PGNiG
(on November 2
nd
2022, PGNiG S.A. became part of the
ORLEN Group) commenced commercial operations at KN-
operated Klaipeda Small scale LNG terminal. The
capacities of the station were allocated to PGNiG for a
five-year period.
The LNG reloading station is designed to receive cargo
from small-scale LNG carriers, store LNG, load LNG into
LNG Trucks, ISO containers or bunker LNG-powered
vessels.
The LNG reloading station is a commercial project of the
Company financed by the Company and partly by the
European Union support funds under the CEF-Transport
program for the implementation of the HEKLA
1)
and Blue
Baltics
2)
projects.
1)
Completion of the project – 30 June 2018.
2)
Completion of the project – 16 April 2020.
TECHNICAL CHARACTERISTICS OF THE LNG RELOADING STATION
Klaipeda seaport jetty
2
Technology
Five pressure tanks
Volume of the tanks
5 x 1,000 m
3
Fill level
86%
LNG receiving speed (from ship)
up to 1,250 m
3
/h
Daily loading capacity for LNG Trucks
24
Loading of LNG Trucks
2 LNG Truck loading bays (possible simultaneous loading)
LNG Truck loading speed
up to 100 m
3
/h
Bunkering speed
up to 500 m
3
/h
Utilization of boil of gas
Gas pipeline connection to the Company’s boiler house
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LNG TERMINAL IN AÇU PORT IN BRAZIL
In 2020 KN became the operator of liquefied natural gas
(LNG) terminal at Açu Port, Brazil. Under the contract
concluded with Gas Natural Açu (GNA), a joint venture of
Prumo Logistica, BP and Siemens, KN as the operator of
the LNG Terminal is responsible for the smooth operation
of the LNG Terminal, including the technical and
commercial operation of the installation of the quay and
its facilities, gas pipeline and gas metering stations. KN
established a company KN Açu Serviços de Terminal de
GNL Ltda., which is responsible for the execution of this
project in Brazil, has gathered a team of local
professionals, and has begun the activities in 2020. The
contract is concluded for a period of 13 years and can be
extended with a mutual agreement.
THE CORPORATE STRATEGY
On 13
th
February 2020 the Supervisory Council of the
Company approved the corporate strategy of KN until
2030, which analysed the Company’s business
environment factors and established common strategic
goals for the entire Group. However, shortly after, the
environment, in which the Group operates, began to
change significantly starting October 2020, when the EU
imposed several packages of sanctions on Belarus. On
June 24, 2021, the Council Regulation (EU) 2021/1030 was
introduced, due to which no more transit of oil product
flows from Belarus were possible. The Company started to
adapt the oil business segment to the changing
environment, acting with no Belarus cargoes from the
beginning of 2021. Finally, the COVID pandemic, the
outbreak of the war in Ukraine in 2022, and the
acceleration of the pace of the green transformation
determined that initially approved strategy no longer
reflects the changed business and geopolitical
environment in which KN operates.
Due to aforementioned circumstances, some of the goals,
in particular for the oil business segment of the Group, are
no longer relevant and need revision. Accordingly, the
Group’s management in 2021 started and throughout
2022 continued to review the strategy. At the beginning
of 2023 KN has selected international experts for
consulting on the development of the Company’s new
long-term operational strategy. Selected strategic
consultants will assist in further assessing the strategic
directions already developed by KN managers, analyse
internal and external environmental factors, and based on
the best management practices and the latest standards,
will help to draft a strategy that will best meet the
business expectations.
KN newly developed long-term strategy will cover the
period of 2023–2050 but will be divided into three distinct
phases: short-term (2023-2030), or the current evolution;
medium-term (2030–2040) focusing on the role of KN in
the transitional energy market; and long-term (2040–
2050), which will cover the planning of the company's
activities for its journey towards full climate neutrality.
The long-term strategy will have to cover the four main
activities of KN – the current oil terminal services, the LNG
terminal business in Klaipėda port and in the region, the
global LNG business development through operation and
maintenance services and investments in LNG terminal
projects and the new business lines such as hydrogen and
alternative energy carriers, carbon-dioxide capture, and
storage, etc.
Meanwhile, in this annual report we report KN’s progress
based on the goals laid out in the corporate strategy
approved on 13 February 2020.
Despite the changing business environment, the mission
of the Group and the Company remains to ensure safe,
reliable, and efficient access to global energy markets by
sustainable development, investment, and operation of
multi-functional liquid energy terminals worldwide.
Changing energy markets and energy transition also
acquired new competencies in management of LNG
floating terminal in Klaipėda has led to the major change
in the Company’s vision and mission. From being local
and regional player, providing one type of service, the
Company for 2020-2030 targeted to diversify its activities,
to expand provided services and be less dependent on
one source of income. As a result, the Company continued
to develop four business lines: international LNG projects,
oil and refined products handling services, management
of Klaipeda LNG floating terminal and small-scale LNG
reloading services.
The Company identified the biggest potential for growth
and net profit generation in LNG business development
and investments into LNG import terminals
internationally. AB Klaipėdos nafta believed that floating
LNG import-based solutions would account for almost a
half of the new regasification capacity in the decade
FSRU AT THE PORT OF AÇU. COURTESY BY GNA
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ahead and has seen the possibility to achieve that by 2030
the profit from oil product handling services would be
identical to that from LNG business development projects.
Company’s initial vision for the oil business segment was
to expand the range of products that could be handled
and increase the operational excellence through investing
in environmentally sustainable and more efficient
technologies as well as digitalization. Increased capacities
would enable the Company to meet changing demands
and improve quality of services provided.
The strategy of state-regulated Klaipeda LNG terminal
activity was seen to maintain operation after 2024
ensuring long-term access to LNG import for the country
and constantly increase flexibility of the usage of the
terminal in order to increase the net value for gas
consumers.
The growing demand for LNG which is transported by
road and ships to the off-grid locations in the Baltics and
northern Poland, the growing pressure to reduce global
emissions and the promotion of LNG as a cleaner energy
source would give the LNG distribution station a
significant role in the Company’s portfolio. AB Klaipėdos
nafta together with its strategic partners aimed to
stimulate LNG market creation and to increase share of
this much cleaner fuel consumption in marine and heavy
transport as well as off-grid industry within a region.
The Strategy anticipated significant attention of the
Company’s management to be dedicated towards the key
asset of the Company – people, focus on direct and
indirect business impact on the society – social
responsibility, major digitalization, and innovation
directions of activities, carried out by the Company.
MAIN BUSINESS LINES INITIALLY ANTICIPATED BY 2030
KLAIPĖDA LNG HUB
• Assure the region’s access to the
global LNG market at least till 2044 and
benefit for Lithuanian consumers
through commercial activities.
• Assure highest quality bunkering and
truck loading services, contribute to
innovation development through the
LNG cluster.
INTERNATIONAL LNG PROJECTS
• See the net profit from international
LNG projects higher than from oil
products transhipment services, which
is the largest portion today.
• Become the preferred partner for new
LNG import terminal projects globally.
• Be within the top three leading
floating LNG import terminal
companies.
OIL TERMINALS
•
Handle any oil product without
limitation to transhipment mode,
provide smart throughput, storage and
blending services.
• Be fully capable of working with
products that go beyond traditional oil
or petroleum products range.
• Invest in sustainable and more
efficient technologies and processes to
reduce emissions from our activities.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
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OIL BUSINESS
By 2030 we aim to become the region’s top and most
efficient oil throughput and storage hub of liquid
petroleum, petrochemical products, and refining
feedstock for regional and global refineries, traders, and
other customers.
WHAT WE PLAN TO ACHIEVE BY 2030:
A. Sustain and increase volumes and profitability of oil
terminals under consideration of changes to the market
structure.
B. Enter market for transhipment of petrochemicals and
other new products.
C. Ensure environmentally sustainable activities of KN oil
infrastructure.
• Full compliance with environmental regulations and
reduction of emissions
D. Ensure secure, reliable, and efficient operation of oil
terminal.
• No critical accidents.
STRATEGIC DIRECTIONS OF OIL BUSINESS
Oil business strategy is to ensure high rate of profitability
and attractiveness by:
• Investing into expanding of technological capacities,
acceptance of larger tankers, and ship to ship loading
and blending operations.
• Reducing the number of personnel and related costs
by automatization and digital measures.
• Handling niche products like petrochemicals, alcohols,
octane boosters, and other.
KLAIPĖDA LNG HUB
We aim to provide access to global LNG markets and
competitive gas prices for traders and consumers in the
Baltic Sea region and beyond, and to become the main
small-scale LNG import terminal in the Baltic States and
Poland.
WHAT WE PLAN TO ACHIEVE BY 2030:
A. To become regional LNG hub that increases liquidity
and flexibility of the interconnected natural gas systems.
• Ownership of FSRU, full O&M.
• Implemented long term LNG import solution.
• >30% FSRU revenues from international
counterparties.
• Provision of quality LNG services under the
sustainable business model and for the benefit of the
whole region.
B. Profitable small-scale terminal with a proven value in
the growing regional small-scale LNG (ssLNG) market.
ACTIONS TO BE MADE
KN will continue growing its market share and make
impact by:
• Generating revenue from long-term agreements to
small-scale terminal by upstream partnering with
strong players in the market who could ensure stable
supplies to the reloading station on competitive
prices.
• Becoming effective and efficient terminal for the
partners, being available when necessary and capable
to do significant number of loads.
• Improving business environment in Lithuanian LNG
market by continuing spreading awareness in the
market, cooperating with institutions and other
players, promoting LNG-in-favour legislations,
cooperating with Port Authorities to improve
OIL BUSINESS
DIRECTIONS
GROWTH &
COMPETITIVENESS
ENVIRONMENTAL
SUSTAINABILITY &
SECURITY
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 78
bunkering conditions and start bunkering operations
in the Port of Klaipėda.
INTERNATIONAL LNG PROJECTS
We aim to become the preferred partner for new LNG
import terminal projects globally and be within the top
three leading floating LNG import terminal companies by
2030.
WHAT WE PLAN TO ACHIEVE BY 2030:
A. Operator of at least 5 LNG terminals by 2030
B. Shareholder in at least 4 LNG terminals by 2030
LNG VALUE CHAIN AND KN BUSINESS
While natural gas is globally abundant cleanest burning
fossil fuel and a highly competitive source of energy,
many energy-hungry countries are at a considerable
distance from the extraction locations.
KN draws on the experience in developing and advising
more than ten new LNG import projects in Europe, Latin
America, and Asia since 2015 and has a track record of on-
time and on-budget delivery of floating LNG terminal.
Company seeks to:
• Engage in early development to capture new
projects.
• Monitor and respond to public and private tenders
for LNG import terminal development and O&M
services.
• Develop and strengthen partner network of FSRU
owners, LNG traders, suppliers, and other relevant
counterparties.
• Develop market facing innovative solutions and
concepts.
• Actively seek and evaluate acquisition opportunities.
REGASIFICATION
DISTRIBUTION
SHIPPING
EXPLORATION
AND
PRODUCTION
TREATMENT
AND
LIQUEFACTION
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 79
STATUS OF ACHIEVEMENT OF STRATEGIC GOALS
The view of the management and evaluation of possibilities to achieve 2020-2030 strategic goals based on assumptions as
at 31 December 2022:
* Achievement of this goal is at risk due to the absence of Belarus cargo and global energy crisis due to Russia's invasion of
Ukraine.
STRATEGIC GOALS
STATUS
OIL TERMINALS
Increase volumes and profitability of oil terminals.
At risk for achievement *
Enter the market for transhipment of petrochemicals and other new
products and increase their share from overall oil business revenue
In line with expectations
Full compliance with environmental regulations and reduction of
emissions
In line with expectations
No critical accidents, secure, reliable, and efficient operations
In line with expectations
KLAIPĖDA LNG HUB
Ownership of FSRU, full O&M
In line with expectations
Implemented long term LNG import solution
In line with expectations
>30% FSRU revenues from international counterparties
In line with expectations
Provision of quality LNG services
In line with expectations
Profitable small-scale terminal
In line with expectations
INTERNATIONAL LNG PROJECTS
Operator of at least 5 LNG terminals by 2030
In line with expectations
Shareholder in at least 4 LNG terminals by 2030
In line with expectations
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 80
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
5
th
January 2022. AB Klaipėdos nafta received a formal
notice by the independent Board member Bjarke Pålsson
regarding his resignation from the position as the Board
member of KN from 1
st
February 2022.
5
th
January 2022. The Supervisory Council elected Guy
Mason, Edvinas Katilius, Alfonso Morriello, and Jūratė
Lingienė as independent Board members for a new
four-year term of office. New Board will take office on 25
th
of April 2022.
7
th
January 2022. KN successfully transhipped the first
bulk bitumen from storage tanks to a tanker. Arranging
the transhipment of bulk bitumen from storage tanks to a
tanker is a novelty in the Port of Klaipėda. Tanker BITHAV,
moored at the Company’s berth, was loaded with almost
5,000 t of bitumen used in construction and road paving.
11
th
February 2022. Laura Garbenčiūtė-Bakienė has
submitted a notice of resignation from the Audit
Committee of the Company as of 25 February 2022.
25
th
February 2022. Extraordinary General Meeting of
Shareholders of the Company approved the decision by
KN to acquire the floating storage regasification unit
(FSRU) Independence. The price for the FSRU
Independence shall be 153.5 million USD, excluding VAT.
The agreement of FSRU Independence purchase shall be
accomplished no later than 6
th
December 2024.
3
rd
March 2022. KN informed that acceptance of Novatek
cargoes at the LNG terminal is suspended from the end of
March.
17
th
March 2022. Customers have fully booked the LNG
terminal's regasification capacity for the current gas year,
i.e., until 30 September 2022. According to the latest
customer requests, a total of 23.9 TWh of Klaipėda LNG
terminal capacity has been allocated for the current gas
year.
31
th
March 2022. National Energy Regulatory Council set
prices for fixed and variable components of liquefied
natural gas regasification services effective from the 1
st
of
May 2022: 1.19 EUR/MWh for the variable tariff
component and 0 EUR/(MWh/day/year) for the fixed tariff
component.
4
th
April 2022. Lithuania renounces Russian gas imports
meaning that all Lithuanian gas demand will be satisfied
through the Klaipeda LNG terminal.
7
th
April 2022. KN published the Social Responsibility
Report of 2021. Report is prepared following the
international Global Reporting Standards (GRI).
8
th
April 2022. Šiauliai Regional Court dismissed a civil
claim of the prosecutor of the Klaipėda Regional
Prosecutor's Office in a civil case regarding the shares of
AB Klaipėdos nafta granted to employees. On 11 May, an
appeal in a civil case has been lodged by the prosecutor.
25
th
April 2022. Newly elected independent Board
members of AB Klaipėdos nafta started a four-year term
of office.
6
th
May 2022. The first delivery of liquefied natural gas
for PGNiG (part of the ORLEN Group from November 2nd
2022), which is the leader of the Polish gas market, via
Klaipėda LNG terminal. Delivery of almost 150,000 m
3
of
LNG is a step forward to strengthen national energy
security and build partnerships.
11
th
May 2022. Karolis Švaikauskas is elected as a Board
Member of the Company. Karolis Švaikauskas also serves
as the Head of the Energy Competitiveness Group of the
Lithuanian Ministry of Energy of the Republic and is a
Board member of Amber Grid.
12
th
May 2022. National Energy Regulatory Council set
the upper limit for the revenue of liquefied natural gas for
2023. The upper limit is EUR 45.3 million and is 44.3%
higher than the upper limit of year 2022 (EUR 31.4 million).
13
th
May 2022. National Energy Regulatory Council
approved amendments to the Regulations of use of LNG
Terminal applicable from 2023.
13
th
May 2022. Edvinas Katilius becomes the Chairman of
the Board.
25
th
May 2022. KN has completed the annual LNG
terminal capacity allocation for the last quarter of 2022.
During the period from 1 October to 31 December 2022,
five customers will use the booked 9.66 TWh of LNG
terminal regasification capacity.
31
st
May 2022. National Energy Regulatory Council set
the price of 1.41 EUR/MWh for the variable component of
liquefied natural gas regasification service for 2023.
8
th
July 2022. KN and the companies of the largest Polish
oil group ORLEN, ORLEN Neptun I and Energa
Wytwarzanie, signed a letter of intent on the possibility of
cooperation in the provision of operation and
maintenance (O&M) services for wind farms in the Baltic
Sea.
1
st
August 2022. National Energy Regulatory Council
(NERC) has published updated data for the natural gas
sector for calculation of weighted average cost of capital,
i. e. rate of return on investments of regulated activities
(WACC). According to NERC data, the WACC calculated
for the Company in 2023 will be 4.16% (4.14% in 2022).
5
th
October 2022 In accordance with the Time Charter
Party and upon the set deadline AB Klaipėdos nafta has
notified HÖEGH group companies that the Company
exercises an option right to acquire the floating storage
regasification unit (FSRU) Independence. After fulfilling all
the option conditions specified in the Time Charter Party,
the Company will acquire the FSRU no later than 6
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 81
December 2024. Until then the Company will continue to
lease the FSRU under the same conditions.
20
th
October 2022 An Extraordinary General Meeting of
Shareholders of the Company was convened.
Extraordinary General Meeting of Shareholders has
adopted the following resolutions: 1) to approve the
amendment of Remuneration Policy, 2) for the 4 years
cadence of Supervisory Council members of AB Klaipėdos
nafta to elect: Mantas Šukevičius, Robertas Vyšniauskas,
and Dovilė Kavaliauskienė, 3) to determine fixed monthly
remuneration for the members of Supervisory Council of
AB Klaipėdos nafta, 4) to approve standard contract form,
regarding the activity of the member of Supervisory
Council of AB Klaipėdos nafta.
8
th
November 2022 The newly elected Supervisory
Council of AB Klaipėdos nafta on its first meeting elected
independent Supervisory Council member Robertas
Vyšniauskas as a Chairman of Supervisory Council.
25
th
November 2022. By the decision of Supervisory
Council of AB Klaipėdos nafta, as of 1
st
of December 2022
the independent member of the Audit Committee Žana
Kraučenkienė was revoked.
25
th
November 2022. By the decision of Supervisory
Council of AB Klaipėdos nafta, as of 24
th
of November
2022 until the end of term of office of Company’s acting
Supervisory Council Robertas Vyšniauskas and Mantas
Šukevičius are elected as independent Company’s Audit
Committee members. It was also decided to form the
Remuneration and Nomination Committee and as of 24
th
of November 2022 until the end of term of office of
Company’s acting Supervisory Council to elect Dovilė
Kavaliauskienė and Robertas Vyšniauskas as Company’s
Remuneration and Nomination Committee members.
2
nd
December 2022. The Court of Appeal of Lithuania
satisfied the claim of the prosecutor of the Klaipėda
Regional Prosecutor's Office in a civil case regarding the
shares of AB Klaipėdos nafta granted to employees. The
Court of Appeal of Lithuania issued a decision which
annulled a decision of 8 April 2022 of Šiauliai Regional
Court and adopted a new decision, i. e. satisfied the claim
of the Klaipėda Regional Prosecutor's Office defending
the public interest and:
- annulled the shares granting rules approved by the
minutes of the extraordinary general meeting of
shareholders of the Company of 8 November 2018;
- annulled the respective decisions of the minutes of
the Board of the Company of 9 October 2018 that
approved the program of granting shares to
employees in accordance with the set rules;
- annulled the share granting agreements of 26 April
2019 from the moment of their conclusion.
More information about the decision of the Court of
Appeal of Lithuania can be found on www.kn.lt.
30
th
December 2022. AB Klaipėdos nafta and public
institution Lithuanian Energy Agency has signed a
contract on storage, accumulation, and administration
services of Lithuanian state-owned light oil products
(diesel fuel and petrol) in Company’s Subačius oil
terminal. This contract came into force on 1st of January
2023 and is valid for the period of 10 (ten) years.
SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE REPORTING PERIOD
22
th
February 2023. By the decision of Supervisory
Council of AB Klaipėdos nafta, as of 22 February 2023,
until the end of term of office of Company’s acting
Supervisory Council, Šarūnas Radavičius was elected as an
independent member of the Audit Committee of the
Company. In addition, Supervisory Council decided, to
elect Živilė Valeišienė as an independent member of
Remuneration and Nomination Committee of the
Company until the end of term of office of Company’s
acting Supervisory Council.
9
th
March 2023. The Company received the Letter of
expectations of the shareholder of the Ministry of Energy
of the Republic of Lithuania, which owns 72.47% of the
Company's shares.
More information about the Letter of expectations can be
found on www.kn.lt.
INFORMATION ABOUT PUBLIC ANNOUNCEMENTS
Following the requirements of the Law of the Republic of
Lithuania, all main events concerning the Company and
information about the time and venue of the General
Meeting of Shareholders are published on the website of
the Company www.kn.lt and in AB NASDAQ Vilnius
(www.nasdaqomxbaltic.com) Stock Exchange.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 82
BUSINESS ENVIRONMENT AND MARKET
OIL TERMINALS’ BUSINESS ENVIRONMENT AND
MARKET
The Company’s oil products’ transhipment activities are
mostly affected by:
- Company's infrastructure (number of jetties,
water depth at jetties) and suprastructure for
transhipment and storage of oil products
(number of tanks, pipelines, trestles, etc.).
- Oil terminals’ economic attractiveness from
logistical point of view (both transhipment tariffs
and costs of the entire logistic chain).
- Macroeconomic, geopolitical environment in the
regional and global oil refining and trade
markets, overall market situation.
Main KN Oil business clients – crude oil refineries, traders,
and producers operating in the regional and global oil
and petroleum product markets. Strategic oil refinery
(hereinafter – Refinery) in the region, part of which oil
products are transhipped through Company's oil
terminals are in southeast direction – it is Mažeikiai plant
in Lithuania (managed by AB ORLEN Lietuva).
Main Company’s competitors are oil terminals operating
along the eastern coast of the Baltic Sea.
Company’s oil terminals activity results in 2022 were
mainly affected by geopolitical, demand/supply factors
and costs of energy resources issues.
Global fuel consumption grew in 2022 and exceeded the
volumes of 2021. However,
- global refining capacities reduced during the
pandemic,
- geopolitical situation began to change rapidly at
the beginning of the year triggering restrictions
on the delivery of oil products to the EU from
Russia, due to the starting war in Ukraine,
which,
- led to tightening supply of oil products,
- increased the need for production of European
oil refineries (esp. diesel) – a significant part of
them worked at full capacity in the second
quarter of this year, with refining margins
growing to new post-pandemic highs,
- created the demand of new routes for fuel
delivery to Ukraine from Western partners.
These circumstances pushed up the demand for the
services of KN Oil terminals:
- 2022 Oil Terminals segment revenues exceeded
2021 by 29.8% – and were primarily influenced
by increased transhipment volumes, as the
demand for oil products storage services was
limited by prevailing backwardation trends
(especially diesel and gasoline),
- encouraged initiatives to explore new
transhipment routes and become a part of the
logistics chain of fuel supply to new customers
in southwest directions – Company started
transhipment of diesel delivered by ship to the
port of Klaipėda into tank containers for further
transportation by railway,
- in 2022 KN terminal was in high demand as oil
products import hub, notably for fuel oil, which
– in response to all-time highs of gas prices – was
used as alternative heating generation source in
city infrastructure at the start of the winter
season of 2022.
According to the statistical data, during 2022 ports of the
eastern Baltic Sea coast transhipped approximately 90.1
million tons of oil products, i.e., 2.7 million tons or 2.8%
less compared to 2021.
During 2022, port of Klaipėda handled about 4.8 million
tons of oil products, i.e., 0.4 million tons or 9.6% more
than in 2021.
Russian’s ports share in total eastern Baltic Sea coast oil
product transhipment market increased from 78% to 80%,
the share of Klaipėda port increased from 4.7% to 5.3%.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 83
* Figures are based on Klaipėda Port Authority data
* Figures based on Klaipėda Port Authority data
32.3
16.7
11.9
11.5
5.5
4.4
8.0
2.2
0.4
0.4
33.8
15.4
12.4
10.2
6.3
4.8
5.4
1.4
0.4 0.3
0
5
10
15
20
25
30
35
40
Ust-Luga Primorsk Vysotsk St
Petersburg
Ventspils Klaipėda Tallinn and
other
Estonian
ports
terminals
Riga Kaliningrad Liepaja
Millions of tons
2021 2022
+4.7%
(11.5)%
+4.2%
(8.0)%
+13.4%
+9.6%
(32.5)%
(37.9)%
+10.4%
(27.9)%
DYNAMICS OF OIL PRODUCTS TRANSHIPMENT AT THE EASTERN BALTIC SEA COAST PORTS IN 2021 – 2022
68.4
6.9
13.8
7.3
70.6
6.3
11.0
5.7
72.7
8.0
7.7
4.4
72.0
5.4
7.9
4.8
0
10
20
30
40
50
60
70
80
Russia Estonia Latvia Lithuania
Millions
2019 2020 2021 2022
DYNAMICS OF OIL PRODUCTS TRANSHIPMENT AT THE EASTERN BALTIC SEA COAST PORTS, 2019 – 2022
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 84
TRANSHIPMENT OF OIL PRODUCTS
During 2022 the Company’s Klaipėda and Subačius Oil
terminals transhipped 4,267 kt of oil products compared to
3,651 kt during 2021. The transhipment of both terminals for
2022 is 16.9% higher than during 2021. The increase was a
result of the global and regional factors mentioned in the
section “Oil Terminals’ Business Environment and Market”.
In 2022, bitumen transhipment was started using tanks that
were reconstructed from 2021 (a total of 8.4 thousand m
3
). As
a result, in the end of 2022 Klaipėda oil terminal took about
22% of the bitumen transhipment market in the terminals of
the Baltic countries and the Gulf of Finland (Russia).
The diversification of oil products transhipped via Klaipėda oil
terminal also increased by the start of the loading of Lithuanian
crude oil in the first half of 2022.
Biofuels transhipment in KOT continued to grow: in 2022 4%
more biofuels were transhipped than in 2021, where ethanol
was the main driver due to its restored delivery from Ukraine
by tank trucks.
Loading of petrochemical products intensified and in 2022 was
about 3.0 times higher than in 2022, due to new clients
attracted.
Transhipment of oil products (diesel and gasoline) to tank
trucks in 2022 was 20% higher compared to 2021.
Intensified transhipment activity also contributed to increased
demand for the storage services of handled oil products –
revenue from the rent of shore tanks in 2022 increased 45%
compared to 2021.
In order to further expand the scope of activities and diversify
products portfolio in Klaipėda and Subačius Oil terminals, the
Company continues to develop business relationships with
international and regional market players.
* Figures based on KN data
6,694
5,749
5,149
3,651
4,267
2018 2019 2020 2021 2022
Transit Export Others
TRANSHIPMENT IN OIL TERMINALS, THOUSAND TONES
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 85
OVERVIEW OF KLAIPĖDA LNG TERMINAL OPERATING ENVIRONMENT
During 2022 NERC adopted the following resolutions
related to the operating environment of Klaipėda LNGT:
• On 25 November 2022, decree no. O3E-1621 NERC
approved fixed component of the LNG regasification
price to be included in the security component
payable by natural gas consumers is set at 0 EUR
(MWh/day/year)
• On 31 May 2022, decree no. Q3E-799 – NERC
approved LNG regasification variable part to 1.41
EUR / MWh
• On 25 November 2022, decree no. O3E-1620 – NERC
has set prices for liquefied natural gas reloading
services, effective from 1 January 2023. This
resolution established differentiated LNG reloading
prices based on the methodology for setting state
regulated prices in the natural gas sector.
• NERC adopted several decisions regarding approval
of updated editions of Regulations for use of
Liquefied Natural Gas Terminal. Latest edition of the
Regulations for use of Liquefied Natural Gas Terminal
was approved by National Energy Regulatory Council
on 1st of December 2022 by decree No. O3E-1649
(latest and amended editions of the Regulations
could be found on www.kn.lt.
Other relevant 2022 events related to the operation of the
LNGT:
• KN informed LNGT users that from 3
rd
of March
acceptance of Russian cargoes at the LNGT is
suspended. Accordingly, Government of the Republic
of Lithuania adopted resolution which came into
force on 17
th
of March 2022 stating that in order to
ensure safe and reliable operations of LNGT, operator
cannot reserve or use capacity for natural gas supply
from countries which pose a threat to national
security of the Republic of Lithuania in accordance
with the National Security Strategy.
• As of 12
th
of July 2022 amendment to the Law on
Natural Gas of the Republic of Lithuania came into
force which included prohibition to reserve or use
capacity of LNGT for natural gas supply from
countries which in accordance with the National
Security Strategy of Lithuania pose a threat to
national security and to ensuring the national security
interests.
LNGT capacity allocated for the gas year 2022 and 2022 Q4 (period from 1 October 2021 to 31 December 2022):
ALLOCATED CAPACITY
AMOUNT OF ALLOCATED CAPACITY, GWh*
PERIOD
LNG regasification
capacity**
8,892
1 October 2021 – 30 September 2022
62
1 October 2021 – 31 October 2021
62
1 October 2021 – 30 November 2021
62
1 October 2021 – 31 October 2021
122
1 November 2021 – 31 December 2021
31
1 November 2021 – 31 December 2021
80
1 November 2021 – 30 November 2021
113
5 January 2022 – 28 February 2022
63
15 February 2022 – 31 March 2022
10
9 January 2022 – 28 January 2022
309
1 February 2022 – 31 March 2022
949
15 February 2022 – 12 April 2022
105
15 April 2022 – 2 May 2022
20
20 February 2022
21
1 April 2022
1,000
7 March 2022 – 30 April 2022
4,000
1 April 2022 – 30 September 2022
998
1 May 2022 – 31 May 2022
2,000
1 July 2022 – 31 August 2022
4,968
1 June 2022 – 24 September 2022
300
5 August 2022 – 15 September 2022
9,596
1 October 2022 – 31 December 2022
*Combustion / measurement temperature 25/0 °C, pressure 1.01325 bar, natural gas gross calorific value 11.90 kWh/nm3, expansion
factor 1: 578 m3 LNG / nm3 of gas).
**During Gas Year LNG regasification capacity may be changed to LNG reloading capacity.
Total 24,167 GWh LNG regasification capacities of LNGT
were allocated for the Gas Year 2022 (period from 1
October 2021 to 30 September 2022) and 9,596 GWh for
2022 Q4. In 2022 KN has allocated long-term capacity
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 86
until the end of 2032. LNGT users from Lithuania, Latvia
and Poland have been granted 4 LNGT capacity
packages of 6 TWh/year (24 TWh) each for a period of
ten years starting from 1
st
January 2023. Following the
renewal of the LNGT capacity allocation mechanism this
year, in ten years approximately 60% of the LNGT total
capacity per year is allocated to terminal users with long-
term contracts. During the Annual Capacity allocation
procedure, the LNGT regasification capacity of 9 TWh
has been allocated to five Terminal users for the 2023
gas year.
32,095 GWh of LNG have been regasified and
transmitted to AB “Amber Grid” transmission system in
2022. It should be noted that in 2022, six users from
Estonia, Poland, Norway, and Lithuania have been using
LNGT in Klaipeda. Starting from the Terminal Gas Year
2023 new terminal user from Latvia will start to use
services of the Terminal.
During 2022 the Klaipeda LNGT:
• Performed 54 ship-to-ship operations (71 ship-to-
ship operations in 2021).
• 2,173.2 thousand tonnes of LNG were received
(1,122.4 thousand tonnes in 2021).
• 2.796 billion nm
3
of natural gas were regasified and
supplied to the natural gas transmission system
(1.436 billion nm
3
in 2021).
• 11.4 thousand tonnes LNG were reloaded into small
scale LNG carriers (5.6 thousand tonnes were
reloaded in 2021).
• Accepted LNG origin was 65% from USA, 30% from
Norway, 3% from Egypt and 2% from Russia (no more
Russia related cargo accepted from March 2022).
The need for LNG terminal capacity depends on several
key criteria:
• Joint gas demand of Lithuania and other Baltic
States.
• Pricing offered by competing natural gas supply
sources (gas supplied by pipeline or other LNG
terminals in the region) and quantity of gas
supplied.
• Limitations of the Lithuanian natural gas
infrastructure (transmission system capacity);
• Supply of LNG in the global market.
• LNG prices in the region and worldwide.
• Duration and terms of gas supply contracts.
• Availability and freight costs of LNG carriers.
• In 2022 one of the highest impacts for increasing
the usage of LNGT capacities was halted Russian
natural gas imports to Lithuania.
0.9 1.0
1.8
1.6
2.3
1.8
1.3
1.4
1.5
0.9
1.1
0.9
0.6
1.1
1.7
2.8
3.5
3.5
3.5
3.6
2.8
3.2
3.1
3.1
2021 2022
LNG REGASIFICATION AND RELOADING, TWh
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 87
GAS PIPELINES PROJECTS IN THE BALTIC STATES
Energy projects implemented in the Baltic region would
enable the development of the LNG market and more
efficient use of the available capacity of the LNG terminal.
On 1
st
May 2022, the GIPL gas transmission pipeline
between Lithuania and Poland started commercial
operations.
KLAIPEDA LNG TERMINAL CAPACITY EXPANSION
KN as the operator of Klaipeda LNGT together with gas
transmission system operator AB “Amber Grid” seek to
evaluate possibilities to expand current Klaipeda LNGT
regasification capacity as well capacity of gas transmission
system in relevant entry and exit points and create
possibility to book additional LNG import capacity in the
future. The implementation of the project should create
additional LNG import capacity of up to 2.5 bcm/year
preliminary starting from 2nd half of 2026.
As the first step of the project, KN and AB “Amber Grid”
seek to assess the market participants’ demand of
Expanded Capacity. Therefore, the Operators announced
joint process of Open Season procedure at Klaipeda LNGT
and Lithuanian gas transmission system. Procedure
started with non-binding phase and afterwards will
continue with the binding phase (if sufficient demand for
additional capacity would be identified during the non-
binding phase).
Non-binding phase of Open Season Procedure started on
19th of December 2022 and will last until 1st of February
2023. Publication on Non-binding phase of Open Season
Procedure could be found on www.kn.lt. Announcement
of the decision to conduct the binding phase of the Open
Season Procedure will follow afterwards and be published
by 1
st
of March 2023.
9.2
20.1
21.9
16.6
32.4
2018 2019 2020 2021 2022
TOTAL LNG REGASIFICATION AND RELOADING,
TWh
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 88
FINANCIAL RESULTS OF GROUP’S ACTIVITY
35.2
32.1
31.4
21.4
27.8
64.4
70.9
43.4
34.8
44.6
100.0
104.4
80.1
61.8
77.8
2018 2019 2020 2021 2022
Commercial LNG activities Regulated LNG activities
Oil terminals Total
SALES REVENUE, MEUR
11.6
7.6
34.0
(64.0)
(5.9)
12.7
11.5
(47.2)
8.9
2018 2019 2020 2021 2022
Net profit (loss) Adjusted net profit (loss)
NET PROFIT (LOSS), MEUR
17.4
20.8
29.2
8.7
20.1
26.4
71.0
48.2
26.1
35.0
2018 2019 2020 2021 2022
Gross profit EBITDA
GROSS PROFIT AND EBITDA, MEUR
202
581
560
493
481
91
82
92
79
93
293
663
652
572
574
2018-12-31 2019-12-31 12/31/2020 12/31/2021 12/31/2022
Non-current assets Current assets
Total assets
ASSETS, MEUR
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 89
CONSOLIDATION
The financial results of the Group consist of the financial
results of the parent company AB Klaipėdos nafta and its
directly and indirectly controlled subsidiaries. According
to IFRS 10, the parent company controls an entity when
the parent company is exposed to, or has rights to,
variable returns from its involvement with the entity and
has the ability to affect those returns through its power
over the entity. Control is generally obtained by holding
more than one half of the voting rights. Subsidiaries are
fully consolidated from the date on which control is
transferred to the Group.
The financial statements of subsidiaries have been
prepared using uniform accounting policies and for the
same reporting period as that covered by the financial
statements of the Group. On consolidation, all inter-
company transactions, balances, and unrealized gains
and/or losses on transactions among the Group
companies are eliminated.
On consolidation, the revenue and expenses are
translated into euros at an average exchange rate
observed during reporting period. The assets and
liabilities of foreign operations are translated into euros at
the rate of exchange prevailing at the reporting date. The
exchange differences arising on translation for
consolidation are recognised in other comprehensive
income.
CONSOLIDATED FINANCIAL RESULTS OF THE GROUP INCLUDE THE FOLLOWING COMPANIES:
NAME OF THE COMPANY
ADDRESS
OWNERSHIP PART, %
AB Klaipėdos nafta
Burių street 19, 92276 Klaipėda
100
UAB SGD terminalas
Burių street 19, 92276 Klaipėda
100
UAB SGD logistika
Burių street 19, 92276 Klaipėda
100
UAB SGD SPB
Burių street 19, 92276 Klaipėda
100 owned by UAB SGD logistika
KN Açu Serviços de Terminal de GNL LTDA
(KN Acu)
F66 Fazenda Saco Dantas s/n,
Distrito Industrial, Area 1 and Area 2,
28200-000 São João da Barra, State
of Rio de Janeiro
90 owned by UAB SGD logistika and
10 owned by UAB SGD SPB
More information about the structure of the Group and its subsidiaries can be found in the Annual Report section “General Information
About the Group and the Company”.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 90
FINANCIAL RESULTS OF THE GROUP’S AND THE COMPANY’S ACTIVITY
THE KEY FINANCIAL RATIOS OF THE GROUP (IN EUR THOUSAND, IF NOT INDICATED OTHERWISE)
* adj. – adjusted financial indicators/data are recalculated and presented by eliminating from net profit (loss) the following amounts: (1) the
impact of unrealised foreign currency exchange rates (forex) arising from IFRS 16 requirements, (2) respective impact of deferred income tax
arising from forex and (3) impact of financial derivatives.
THE GROUP
2022
2022
adj.*
2021
2021
adj.*
2020
2020
adj.*
2019
2019
adj.*
2018
Transhipment of oil products,
thousand t
4,267
4,267
3,651
3,651
5,149
5,149
5,749
5,749
6,694
LNG regasification and
reloading, GWh
32,446
32,446
16,569
16,569
21,987
21,987
20,237
20,237
9,213
Investments of non-current
assets
4,559
4,559
9,080
9,080
7,163
7,163
22,051
22,051
13,156
FINANCIAL FIGURES
Sales
77,818
77,818
61,811
61,811
80,114
80,114
104,363
104,363
99,998
EBITDA (APM)
34,987
34,987
26,108
26,108
48,168
48,168
70,979
70,979
26,406
EBIT
(APM)
12,193
12,193
(53,165)
(53,165)
19,379
19,379
14,316
14,316
11,865
Net profit (loss)
(5,904)
8,869
(64,011)
(47,178)
33,958
11,454
7,561
12,731
11,577
PROFITABILITY
Return on assets (ROA) (APM)
(1.0)%
1.5%
(10.5)%
(7.7)%
5.2%
1.7%
1.6%
2.7%
3.9%
Return on equity (ROE)
(APM)
(4.2)%
6.0%
(35.5)%
(27.5)%
16.7%
5.8%
3.9%
6.5%
5.9%
Return on Capital Employed
(ROCE)
(APM)
4.4%
4.2%
0.2%
0.2%
6.9%
7.3%
5.1%
5.0%
4.2%
EBITDA margin (APM)
45.0%
45.0%
42.2%
42.2%
60.1%
60.1%
68.0%
68.0%
26.4%
EBIT margin (APM)
15.7%
15.7%
(86.0)%
(86.0)%
24.2%
24.2%
13.7%
13.7%
11.9%
Net profit margin (APM)
(7.6)%
11.4%
(103.6)%
(76.3)%
42.4%
14.3%
7.2%
12.2%
11.6%
FINANCIAL STRUCTURE
Debt ratio (D/E)
(APM)
313%
284%
295%
296%
201%
219%
248%
241%
50%
Debt ratio (D/E) – excluding IFRS
16 liabilities (APM)
121%
110%
97%
97%
60%
65%
50%
49%
50%
Debt to EBITDA (APM)
12
12
16
16
9
9
7
7
4
Debt (excluding IFRS 16) to
EBITDA (APM)
5
5
5
5
3
3
1
1
4
Debt service coverage ratio
(DSCR)
(APM)
4
4
4
4
8
8
12
12
9
Gross liquidity ratio (current
ratio) (APM)
1.30
1.30
1.28
1.28
1.47
1.47
1.27
1.27
4.87
MARKET VALUE RATIOS
Price-Earnings Ratio (P/E)
(15.4)
10.3
(1.8)
(2.5)
3.6
10.7
18.3
10.9
13.4
Earnings per share (EPS)
(0.016)
0.023
(0.168)
(0.124)
0.089
0.030
0.020
0.033
0.030
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 91
THE KEY FINANCIAL RATIOS OF THE COMPANY (IN EUR THOUSAND, IF NOT INDICATED OTHERWISE)
* adj. – adjusted financial indicators/data are recalculated and presented by eliminating from net profit (loss) the following amounts: (1) the
impact of unrealised foreign currency exchange rates (forex) arising from IFRS 16 requirements, (2) respective impact of deferred income tax
arising from forex and (3) impact of financial derivatives.
THE COMPANY
2022
2022
adj.*
2021
2021
adj.*
2020
2020
adj.*
2019
2019
adj.*
2018
Transhipment of oil products,
thousand t
4,267
4,267
3,651
3,651
5,149
5,149
5,749
5,749
6,694
LNG regasification and reloading,
GWh
32,446
32,446
16,569
16,569
21,987
21,987
20,237
20,237
9,213
Investments of non-current assets
4,559
4,559
9,080
9,080
7,163
7,163
22,051
22,051
13,156
FINANCIAL FIGURES
Sales
74,722
74,722
58,633
58,633
77,474
77,474
104,138
104,138
99,998
EBITDA (APM)
33,696
33,696
24,582
24,582
47,291
47,291
71,396
71,396
26,406
EBIT
(APM)
11,000
11,000
(54,610)
(54,610)
18,532
18,532
14,733
14,733
11,865
Net profit (APM)
(6,732)
8,041
(64,917)
(48,084)
33,495
10,991
7,947
13,117
11,577
PROFITABILITY
Return on assets (ROA) (APM)
(1.2)%
1.4%
(10.6)%
(7.9)%
5.1%
1.7%
1.7%
2.7%
3.9%
Return on equity (ROE)
(APM)
(4.8)%
5.5%
(36.0)%
(28.1)%
16.4%
5.6%
4.1%
6.7%
5.8%
Return on Capital Employed
(ROCE)
(APM)
4.0%
3.8%
(0.4)%
(0.4)%
6.6%
7.0%
5.2%
5.1%
4.2%
EBITDA margin (APM)
45.1%
45.1%
41.9%
41.9%
61.0%
61.0%
68.6%
68.6%
26.4%
EBIT margin (APM)
14.7%
14.7%
(93.1)%
(93.1)%
23.9%
23.9%
14.1%
14.1%
11.9%
Net profit margin (APM)
(9.0)%
10.8%
(110.7)
%
(82.0)%
43.2%
14.2%
7.6%
12.6%
11.6%
FINANCIAL STRUCTURE
Debt ratio (D/E)
(APM)
316%
287%
297%
298%
201%
218%
247%
241%
50%
Debt ratio (D/E) – excluding IFRS
16 liabilities (APM)
123%
111%
97%
98%
60%
65%
50%
49%
50%
Debt to EBITDA (APM)
13
13
17
17
9
9
7
7
4
Debt (excluding IFRS 16) to EBITDA
(APM)
5
5
6
6
3
3
1
1
4
Debt service coverage ratio (DSCR)
(APM)
4
4
4
4
8
8
12
12
9
Gross liquidity ratio (current ratio)
(APM)
1.22
1.22
1.20
1.20
1.41
1.41
1.21
1.21
4.87
MARKET VALUE RATIOS
Price-Earnings Ratio (P/E)
(13.5)
11.3
(1.8)
(2.4)
3.6
11.1
17.4
10.5
13.4
Earnings per share (EPS)
(0.018)
0.021
(0.171)
(0.126)
0.088
0.029
0.021
0.034
0.030
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 92
ALTERNATIVE PERFORMANCE MEASURES
MEASURE
CALCULATION
Debt (excluding IFRS 16) to EBITDA
(total current and non-current liabilities at the end of the period –
current and non-current IFRS lease liabilities) / EBITDA
Debt ratio (D/E)
total current and non-current liabilities at the end of the period / total
equity at the end of the period
Adjusted debt ratio (D/E)
(total current and non-current liabilities) / total adjusted equity at the
end of the period
Debt ratio (D/E) – excluding IFRS 16 liabilities
(total current and non-current liabilities at the end of the period – total
current and non-current IFRS 16 lease liabilities) / total equity at the end
of the period
Adjusted Debt ratio (D/E) – excluding IFRS 16
liabilities
(total current and non-current liabilities at the end of the period – total
current and non-current IFRS 16 lease liabilities) / total adjusted equity
at the end of the period
Debt service coverage ratio (DSCR)
EBITDA / (total current loan obligations at the end of the period +
interest expenses of the period)
Debt to EBITDA
total current and non-current liabilities at the end of the period /
EBITDA
EBIT
earnings before taxes – financial activity income + financial activity
expenses
Adjusted EBIT
earnings before interest and taxes – unrealised foreign exchange rates
impact – impact of financial derivatives
EBIT margin
EBIT / revenue
Adjusted EBIT margin
adjusted EBIT / revenue
EBITDA
earnings before taxes – financial activity income + financial activity
expenses + depreciation and amortization expenses + impairment
expenses and reversals
EBITDA margin
EBITDA / revenue
Gross liquidity ratio (current ratio)
total current assets at the end of the period / total current liabilities at
the end of the period.
Net profit margin
net profit (loss) for the period / revenue
Adjusted net profit margin
adjusted net profit (loss) for the period / revenue
Return on assets (ROA)
net profit (loss) of the last twelve months / (assets at the end of the
period + assets at the beginning of the period) / 2
Adjusted return on assets
adjusted net profit (loss) of the last twelve months / (assets at the end
of the period + assets at the beginning of the period) / 2
Return on Capital Employed (ROCE)
(EBITDA – depreciation and amortization expenses) / (total equity +
total long-term loans and deferred government grants at the end of the
period)
Return on equity (ROE)
net profit (loss) of the last twelve months / (equity at the end of the
period + equity at the beginning of the period) / 2
Adjusted return on equity
adjusted net profit (loss) of the last twelve months / (adjusted equity at
the end of the period + adjusted equity at the beginning of the period)
/ 2
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 93
FINANCIAL RESULTS
KN uses alternative performance measures (APM) to
provide better understanding of the Group and the
Company business operations. Currently, net profit (loss)
of the Group and the Company is affected by material
non-cash items. Therefore, the adjusted financial
indicators are recalculated and presented by eliminating
from net profit (loss) the following amounts: (1) the
impact of unrealised foreign currency exchange rates
(forex) arising from IFRS 16 requirements, (2) respective
impact of deferred income tax arising from forex and (3)
impact of financial derivatives.
Since 2019, KN’s financial results have been affected by
IFRS 16 “Leases” – a new standard which came into effect
on 1 January 2019 and by the reduction of LNG security
supplement from 1 January 2020 by EUR 26.8 million per
annum. These changes have significantly affected KN’s
statement of financial position, statement of
comprehensive income, and financial indicators. When
the standard has become effective, the lease obligations
are recognized in the statement of financial position as an
asset and a liability (right-of-use assets and a lease
liability). As most lease payments are denominated in
USD, the negative impact of unrealized USD/EUR
exchange rate in amount of EUR 17,380 thousand has
been recognized in the statement of comprehensive
income in 2022 (in 2021 – a negative impact of EUR 22,073
thousand). However, it is a non-cash item, which has no
impact to the Group’s and the Company’s actual earnings.
The reduction of the LNG security supplement reduced
revenue of the Group and the Company for 2020-2022 in
amount of EUR 26.8 million per annum. The LNG security
supplement reduction is financed by NIB loans; therefore,
the cash flows of the Group and the Company are not
affected. The reduced revenue will be returned to the
Company over the period of operation of the LNG
terminal.
The calculation of adjusted net profit (loss) of the Group and the Company is presented below:
INCREASE/(DECREASE) IN EUR THOUSAND
31-12-2022
31-12-2022
THE GROUP
THE COMPANY
Net profit (loss)
(5,904)
(6,732)
Unrealised foreign exchange rates impact
17,380
17,380
Deferred tax impact from unrealised forex
(2,607)
(2,607)
Net profit (loss) adjusted
8,869
8,041
8,869
(17,380)
2,607
(5,904)
Net profit (loss) adjusted Unrealised foreign exchange rates impact
Deferred tax impact from unrealised forex Net profit (loss)
IMPACT OF IFRS 16 ON GROUP'S NET PROFIT (LOSS) IN 2022, EUR THOUSAND
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 94
The main reasons for the increase of the Group’s
adjusted net profit by EUR 56,047 thousand compared
to 2021 are – EUR 50,783 thousand higher adjusted net
profit from Oil terminals, EUR 5,322 thousand higher
adjusted net profit from regulated LNG activities and
commercial LNG activities net profit is EUR 58 thousand
lower. For detailed explanations see below:
• Adjusted net profit from Oil terminals is higher by
EUR 50,783 thousand mainly due to (1) in 2021 an
impairment of Klaipėda Oil terminal was recognized
in amount of EUR 54.3 million and a respective
deferred income tax asset impact of EUR 8.1 million;
(2) EUR 6.4 million higher sales revenue from oil
product transhipment and storage services
compensated EUR 2.6 million higher variable costs
(natural gas, electricity, railway services).
• Adjusted net profit from regulated LNG activities
(EUR 5,645 thousand) is EUR 5,322 thousand higher
due to higher revenue – main reasons: (1) higher
regasification revenue by EUR 26.7 million due to
increased demand and regasification tariff from 0.41
EUR/MWh to 1.19 EUR/MWh; (2) received revenue
related to the natural gas consumer’s liability for
previous periods after the court decision in amount
of EUR 1.1 million; (3) higher revenue from AB Amber
Grid by EUR 0.5 million due to recalculated actual
consumption capacities of previous period (2022 –
EUR 1.1 million, 2021 – EUR 0.6 million); (4) lower
revenue from the fixed part of LNG regasification
service fee by EUR 18.5 million due to implemented
LNG terminal capacity allocation and tariffication
model when KN part in security supplement from
May 2022 was decreased to 0 EUR/MWh/day/year; (i)
higher expenses of tax on environmental pollution
expenses by EUR 1.6 million; (ii) EUR 1.8 million
higher expenses of FSRU costs due to negative
impact of USD/EUR exchange rate and unplanned
heat exchangers repair and EUR 0.1 million higher
other expenses; (iii) positive impact by EUR 0.9 million
from financial activities mainly due to FSRU lease
payment discount booked in 2022; (iv) changes in
deferred income tax balance have a EUR 1.9 million
negative impact on adjusted net profit (loss) of LNGT
comparing to 2021.
• The adjusted net profit from commercial LNG
activities is EUR 58 thousand lower due to 3.5% or
EUR 84 thousand lower sales revenue from
commercial LNG activities in 2022.
(1,023)
62
4
29,169
(16,510)
(9,128)
5,812
(47,563)
3,220
2020
2021
2022
Commercial LNG activities Regulated LNG activities Oil Terminals
THE GROUP'S PROFIT BY BUSINESS SEGMENTS, TEUR
(1,023)
62
4
6,665
323
5,645
5,812
(47,563)
3,220
2020 adjusted
2021 adjusted
2022 adjusted
Commercial LNG activities Regulated LNG activities Oil Terminals
THE GROUP'S ADJUSTED PROFIT BY BUSINESS SEGMENTS, TEUR
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 95
SALES REVENUE
The Group’s sales revenue in 2022 (EUR 77,818
thousand) is 25.9% or EUR 16,007 thousand higher
compared to 2021 (EUR 61,811 thousand).
The Company’s sales revenue in 2022 (EUR 74,722
thousand) is 27.4% or EUR 16,089 thousand higher
compared to 2021 (EUR 58,633 thousand). The main
reason is 28.1% or EUR 9,783 thousand higher revenue
from regulated LNG activities and 29.8% or EUR 6,390
thousand higher sales from oil terminals operations.
The total revenue of the regulated LNG activities in
2022 amounts to EUR 44,614 thousand and is EUR 9,783
thousand or 28.1% higher compared to 2021. The activity
of LNG terminal is regulated and has a price cap;
therefore, return from LNG activity does not depend on
regasification volume. For more information, concerning
regulated revenues refer to the article “Regulated profit of
LNG terminal”.
Sales revenue from oil terminals in 2022 amounts to
EUR 27,817 thousand and is EUR 6,390 thousand or 29.8%
higher compared to 2021 (EUR 21,427 thousand). The
increase of revenue was due to 16.9% or 616 kt higher
transhipment of oil products.
Sales revenue from commercial LNG activities in 2022
(EUR 5,387 thousand) is 3.0% or EUR 166 thousand lower
than in 2021 (EUR 5,553 thousand).
Sales revenue by geography is provided bellow. Sales revenue from foreign clients is revenue from the clients not registered
in Lithuania.
EXPENSES
2022 and 2021 cost of sales and operating expenses for the Group and the Company:
2022
2021
CHANGE
2022 VS 2021
2022
2021
CHANGE
2022 VS 2021
GROUP
GROUP
+/-
%
COMPANY
COMPANY
+/-
%
Cost of sales
57,703
53,109
4,594
8.7%
56,706
52,144
4,562
8.7%
Operating expenses
8,432
61,928
(53,496)
(86.4)%
7,526
61,160
(53,634)
(87.7)%
Total costs
66,135
115,037
(48,902)
(42.5)%
64,232
113,304
(49,072)
(43.3)%
Total cost of sales of the Group of 2022 comprises
EUR 57,703 thousand and is higher by 8.7% or by EUR
4,594 thousand comparing to 2021 (EUR 53,109
thousand), due to EUR 2,581 thousand higher variable
costs (natural gas, electricity, railway services), due to EUR
1,830 thousand higher expenses related to FSRU rent
27,817
44,614
5,387
Oil terminals Regulated LNG activities
Commercial LNG activities
2022
THE GROUP'S SALES REVENUE, TEUR
53,272
55,863
53,272
55,814
5,361
18,859
8,539
22,004
The Company, 2021
The Company, 2022
The Group, 2021
The Group, 2022
Lithuanian clients Foreign clients
SALES REVENUE BY GEOGRAPHY, TEUR
21,427
34,831
5,553
2021
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 96
(OPEX element, management, crew cost) and due to EUR
1,412 thousand higher emission allowances and tax on
environmental pollution. Total depreciation and
amortisation expenses attributable to cost of sales are
lower by EUR 2,878 thousand. Total cost of sales of the
Company of 2022 comprises EUR 56,706 thousand and is
higher by 8.7% or by EUR 4,562 thousand compared to
2021 (EUR 52,144 thousand). The main reasons and the
figures are the same as per above explanation for the
Group’s cost of sales. Depreciation and amortisation
expenses attributable to cost of sales are lower by EUR
2,894 thousand.
The Group’s operating expenses of 2022 comprise EUR
8,432 thousand and are 7.3 times or by EUR 53,496
thousand lower compared to 2021 (EUR 61,928
thousand). The main reason for the decrease in Group’s
operating expenses is impairment of assets recognised in
2021 in amount of EUR 54,338 thousand. Impairment of
doubtful receivables reversal amounts to EUR 711
thousand for 2021 giving negative effect of changes in
Group’s operating expenses of 2022 by EUR 723
thousand. The Company’s operating expenses of 2022
comprise EUR 7,526 thousand and are 8.1 times or
EUR 53,634 thousand lower compared to 2021 (EUR
61,160 thousand). The main reasons and the figures are
the same as per above explanation for the Group’s
operating expenses.
The listing of the Group’s major expenses is presented below:
2022
2021
CHANGE
2022 VS 2021
OT
LNGT
comLNG
TOTAL
OT
LNGT
comLNG
TOTAL
+/-
%
Depreciation of right-of-use asset
436
13,740
149
14,325
464
13,745
120
14,329
(4)
(0.0)%
Wages, salaries, and social
security
8,059
3,202
2,254
13,515
7,608
2,845
2,230
12,683
832
6.6%
Depreciation and amortization
4,647
2,486
1,206
8,339
6,737
3,172
1,408
11,317
(2,978)
(26.3)%
Expenses related to FSRU rent
(OPEX element, management,
crew cost)
-
7,471
-
7,471
-
5,641
-
5,641
1,830
32.4%
Variable costs (natural gas,
electricity, railway services)
6,950
25
38
7,013
4,384
17
31
4,432
2,581
58.2%
Emission allowances and tax on
environmental pollution
174
5,512
-
5,686
439
3,835
-
4,274
1,412
33.0%
Port charges
-
1,536
-
1,536
-
1,541
-
1,541
(5)
(0.3)%
Repair and exploitation expenses
609
317
102
1,028
558
159
101
818
210
25.7%
Cost of oil products sold
1,019
-
-
1,019
599
-
-
599
420
70.1%
Contribution for National Energy
Regulatory Council (NERC)
-
477
-
477
-
595
-
595
(118)
(19.8)%
Work safety costs
154
31
9
194
209
19
7
235
(41)
(17.4)%
Impairment of assets
12
-
15
27
54,338
-
-
54,338
(54,311)
(100.0)%
Reversal of trade debtors
impairment
12
-
-
12
(711)
-
-
(711)
723
(101.7)%
Other cost of sales and operating
expenses
2,478
1,843
1,172
5,493
2,244
1,658
1,044
4,946
547
11.1%
Total costs
24,550
36,640
4,945
66,135
76,869
33,227
4,941
115,037
(48,902)
(42.5)%
In 2022 regulated LNG activity expenses amount to
EUR 36,640 thousand and are higher by EUR 3,413
thousand or by 10.3% compared to 2021 (EUR 33,227
thousand). Major part of regulated LNG activity expenses
is depreciation of right-of-use asset expenses, which
amount to EUR 13,740 thousand and are lower by EUR 5
thousand comparing to 2021. Expenses related to FSRU
rent (OPEX element, management, crew cost) amount to
EUR 7,471 thousand that are higher by 32.4% or by EUR
1,830 thousand comparing to 2021, emission allowances
and tax on environmental pollution amount to EUR 5,512
thousand and are higher by 43.7% or by EUR 1,677
thousand. Contribution for National Energy Regulatory
Council expenses decreased by EUR 118 thousand. Other
LNG terminal’s expenses amount to EUR 9,440 thousand
and are higher by 0.3% or by EUR 29 thousand comparing
to 2021 (EUR 9,411 thousand).
In 2022 the total amount of Oil terminal’s expenses
amount to EUR 24,550 thousand (2021 – EUR 76,869
thousand) and are 3.1 times or EUR 52,319 thousand
lower due to EUR 54,326 thousand lower impairment of
assets expenses. The Oil terminals variable costs (gas,
electricity, railroad costs) are higher by 58.5% or by EUR
2,566 thousand. OT’s depreciation and amortization
expenses are lower by EUR 2,090 thousand due to (1) the
impact of fully depreciated assets and the impact of oil
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 97
terminal’s impairment recognised in 2021, resulting lower
depreciation expenses, giving lower depreciation and
amortisation expenses by EUR 1,819 thousand compared
to 2021, and (2) depreciation and amortization expenses
were lower by EUR 271 thousand due to decrease in
acquisitions of assets and revision of assets’ useful life.
Impairment of doubtful receivables reversal amounts to
EUR 711 thousand for 2021 giving negative effect of
changes in Oil terminals expenses of 2022 by EUR 723
thousand. The cost of oil products sold increased Oil
terminal’s expenses by EUR 420 thousand. Other Oil
terminal’s expenses amount to EUR 11,911 thousand and
are higher by 3.4% or by EUR 389 thousand comparing to
2021 (EUR 11,522 thousand).
In 2022 the total amount of commercial LNG activity
expenses amounted to EUR 4,945 thousand and are
higher by EUR 4 thousand (2021 – EUR 4,941 thousand).
Subsidiary’s KN Acu Servicos de Terminal activity
expenses are higher by EUR 50 thousand or by 2.6%. The
main reasons of increased expenses are higher staff costs
and personal expenses.
REGULATED PROFIT OF LNG TERMINAL
LNG terminal, its infrastructure and connection
implementation as well as exploitation costs fully or
partially are included into the natural gas transmission
service price in accordance with the rules and guidance’s
set by NERC based on the regulations set in the Energy
Law, Natural Gas Law and other laws of the Republic of
Lithuania related with energy prices regulation.
The total level of LNG terminal revenue is confirmed by
NERC based on the approved methodology of
Government regulated prices in the natural gas sector
(hereinafter – Methodology). According to the
Methodology, the level of LNG terminal revenue is
calculated for upcoming year by summing 2 components:
1) Estimated necessarily costs for the LNG terminal
exploitation and operational assurance; 2) Estimated
return on investment of LNG terminal infrastructure.
The revenue of the LNG terminal activity comprises of 3
components:
Fixed part of LNG regasification service price is approved
annually by NERC. This part of the price is included into
the additional Security Supplement added to the gas
transmission price.
Variable part of LNG regasification service price is
received for the regasified volume directly from LNG
terminal users. The regasification tariff is approved
annually by NERC.
LNG reloading service revenue for reloaded LNG quantity.
The tariff of the LNG reloading service is also approved
annually by NERC.
Revenue from LNG regasification (variable part) and LNG
reloading service revenue is recognized at the moment
during which the services were provided according to the
tariffs approved by NERC.
The tariff of LNG Security Supplement is set annually by
NERC based on the amount required to be collected
(estimated LNG terminal revenue) and proportionally
allocated for the forecasted gas consumption capacities.
LNG security supplement is paid by the users of natural
gas transmission system, including the end users,
together with the other payments for the natural gas
transmissions services. The payments are collected by the
transmission service operator (hereinafter – TSO) either
directly from users or from suppliers of natural gas in case
the user has no direct contractual obligations with the
TSO.
Actual LNG Security Supplement contributions and
payments may differ from planned ones (calculated at the
approval of Security Supplement) due to the variation of
consumption capacities or other differences.
The differences between the net profit of LNG terminal
segment (non-regulated) and the profit of the regulated
activity are determined by different calculation principles.
Financial accounting is in accordance with IFRS, while the
result of regulated activities is calculated in accordance
with the methodology approved by NERC.
LNG operating expenses are recognized in the relevant
period when they are incurred.
The regulated profit of LNG terminal is calculated by
adjusting the determined return on investment by income
and expenses not attributable for the regulated activity in
terms of regulation (which influence financial results).
During the 1st regulatory period (2014-2019) a surplus
has been calculated by NERC after the third and the fifth
regulatory years. The surplus after third full regulatory
year (2014-2017) has reduced the level of LNG terminal
revenue for 2019 and surplus after fifth regulatory year
(2014-2019) reduces the level of LNG terminal revenue for
2021. The identified surplus has reduced LNG terminal
revenue for 2019 by EUR 787 thousand and revenue for
2021 by EUR 2,589 thousand.
For the 2nd regulatory period (2020-2024) NERC has
calculated the surplus of regulated profit after two periods
(2020-2021) and has reduced the level of LNG terminal
revenue for 2023 by EUR 568 thousand. Moreover, due to
significant net excess income earned in 2020, the
Company’s LNG terminal revenue for 2022 has already
been reduced by EUR 7,105 thousand.
According to the changes of Methodology, Company
accumulates collected additional income from variable
and fixed parts of LNG regasification price to reduce the
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 98
security supplement in the future periods when costs of
LNG terminal will not be collected directly by LNG
terminal users and accordingly KN part of the security
supplement will be positive.
Assess the impact of regulated activities, the Company in
management accounting calculates normalized profit.
Normalized profit is adjusted for temporary regulatory
differences.
LNG REGULATED ACTIVITY TEMPORARY REGULATORY DIFFERENCES
2014-2019
surplus*
2020*
2021*
2022**
Regulated Asset Base (RAB)
47,047
44,176
41,304
Weighted Average Cost of Capital (WACC)
2.90%
3.46%
4.14%
Return on Investments (ROI) (RAB x WACC)
1,364
1,528
1,710
Total temporary regulatory adjustment
(7,366)
2,646
812
1) adjustment related to prior years: payback of excess net income /
(compensation of excess net cost)
(130)
2,254
7,105
2) adjustment related to the current year: (excess net income) / excess net
cost
(2,954)
(7,235)
392
(6,293)
Payback / (compensation) in:
Year 2020
365
Year 2021
2,589
Year 2022
7,105
Year 2023
625
(57)
Year 2024
(6,491)
Year 2025
(13)
Surplus of income to the current year
12,797
Total amount to be compensated / (paid back) in future periods as at the
end of the year
(2,954)
(10,319)
(7,674)
(6,861)
* Adjusted after NERC revision
** Inspection of the regulated activity has not been completed yet
IMPACT OF IFRS 16 AND CAPITALISATION OF PURCHASE OPTION
As at 31 December 2019 the Group and the Company has
capitalized purchase option under the lease agreement.
According to IFRS 16 requirements, lessee should
remeasure lease liability of each agreement upon the
occurrence of either a significant event or a significant
change in circumstances at each financial statements’
date. It is the duty of the management to re-evaluate the
probability to realise the purchase option at each financial
statements’ date in the upcoming reporting periods and
in circumstances if any changes occur, it must be reflected
in the financial statements respectively. During the year
2022 no significant events and circumstances have
occurred that would have the impact and respectively no
changes in finance lease accounting under IFRS 16
requirements have been made as at 31 December 2022.
During the year of 2019 the following significant events
have happened that determined the need to reassess the
probability of realizing the purchase option:
• On 1st March 2019 amendments of the Republic of
Lithuania Law on Liquefied Natural Gas Terminal No
XI-2053 Article 5 and 9 (further – the Law) entered
into force stipulating obligation to the Company as a
Liquefied Natural Gas terminal operator to acquire
ownership of FSRU (by selecting the most economic
option) not later than by 31st December 2024;
• On 19th September 2019 European Commission has
approved state aid consent regarding LNG security
supplement reduction;
• On 24th October 2019 the Board of the Company has
adopted a decision to acquire FSRU no later than by
31 December 2024 with the conditions that 1) loan to
finance the purchase is arranged and 2) Parliament
approves the State guarantee for the loan;
• On 19th December 2019 a binding offer from NIB to
finance the 100% purchase price of FSRU (up to
160 MMEUR) has been received;
• On 19th December 2019 Parliament has approved
granting State guarantees for NIB loans for LNG
security supplement reduction and purchase of FSRU;
• On 20th December 2019 a loan agreement with NIB
has been signed for the LNG security supplement
reduction.
While evaluating the probability to realize the purchase
option the management of the Company has considered
a number of economic, size and FSRU technological
circumstances, which has shown that:
• Currently used FSRU is economically most favourable
when compared to the 1) availability; 2) price factors
of the same size and functionality of new and used
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 99
FSRUs and conversions of LNG carriers and 3)
possible additional investments needed for any other
FSRU;
• In terms of size the industry is currently being
equipped by modern 170-180 tm3 FSRUs and LNG
carriers, enabling to unload to FSRU full cargo of
conventional size LNG carriers (140-180 tm3) and not
limiting LNG suppliers’ interest in using the terminal;
• Current terminal size and parameters are needed in
order to meet N-1 criteria for energy security, i.e. to
ensure gas supply in the event of failure of the largest
supply infrastructure during highest daily demand;
• Technologically currently used FSRU has the
technology that is still regarded as advanced/not
obsolete in comparison with other developments and
can easily accept “green gases” and remain functional
in the context of the EU “green policy” decisions in a
long term;
• In 2020 implemented dry-dock has confirmed that
currently used FSRU is in good condition and is
designed to be operative for at least 25 more years.
• On 20th November 2020 European Commission has
approved state aid consent regarding acquisition of
LNG floating and storage unit. The decision of the
European Commission secures Company’s ability to
make a withdrawal of funds under the Loan
agreement concluded between the Company and
Nordic Investment Bank on 9 March 2020.
• During 2021, KN, as part of a project of long-term
LNG import infrastructure solution, organised
intensive discussions with market participants, a
market consultation on the procurement documents
and launched a public international tender for the
acquisition of the FSRU in mid-year.
As at 31 December 2022 the mentioned conditions are
still applicable and have not changed. Furthermore:
• In February 2022 the Board of KN has taken a
decision on the acquisition of the FSRU
Independence at the end of its lease agreement.
• On 25th of February 2022 Extraordinary General
Meeting of Shareholders has adopted the resolution
and approved the decision of the AB Klaipėdos nafta
Board to acquire the floating storage regasification
unit (FSRU) Independence.
• Company has notified Höegh group companies that
KN exercises an option right to acquire
Independence. After fulfilling all the option
conditions specified in the Time Charter Party, the
Company will acquire the FSRU no later than 6
December 2024. Until then the Company will
continue to lease the FSRU under the same
conditions.
Therefore, from the current point of view, the
management of the Company is reasonably certain that
the purchase option of lease contract will be realized. As
a result, no changes in purchase option accounting as at
31 December 2022 have been made.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 100
INVESTMENTS
The most important investment projects of 2022:
NO.
PROJECT
INVESTMENTS IN
2022 (INCL.
PREPAYMENTS)
PROJECT DESCRIPTION
1.
Modernization of
jetty No. 1 and No.
2
1.7 MEUR
Reconstruction of berth No. 1 phase I construction works have been
completed.
2.
Extreme situation
management plan
related investments
0.4 MEUR
Investments intended to ensure Company's operational continuity
during extreme situations. During 2022, diesel generators were
purchased to provide the electricity needed for operational
processes, boiler burner adaption to combined operation
implemented and the emergency lighting equipment installed.
3.
Tanker truck
loading bay
reliability and safety
improvement
0.3 MEUR
Project for the improvement of Klaipėda oil terminal tanker truck
loading bays’ safety requirements and loading processes. During
2022, construction, pipeline installation and other works were carried
out.
4.
Solar power plant
installation in
Subačius oil
terminal
0.2 MEUR
Installation of 300 kW photovoltaic solar power plant at the Subačius
oil terminal, which will help reduce some of the Company's electricity
costs.
5.
Automated
sampling and
analysis system
installation
0.1 MEUR
Project for the installation of an automated system for sampling and
analysis of process water, steam and condensate used in the
Klaipėda oil terminal boiler house. The project has been finished
during the year 2022.
6.
Bitumen storage
and handling
reconstruction
project
0.1 MEUR
Reconstruction and adaptation of two existing storage tanks for
bitumen loading. Project has been finished during the year 2022,
infrastructure up and running.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 101
ACTIVITY PLANS AND FORECASTS
On 13th February 2020 the Supervisory Council of the
Company has approved corporate strategy of KN until
2030. The main directions of the strategy are international
LNG projects, strengthening the competitiveness of oil
terminals and developing Klaipėda as an LNG service
centre in the Baltic region. KN corporate strategy until
2030 is available at: 2030.kn.lt/en.
For the Group and the Company subsequent years after
the approval of the corporate strategy presented many
challenges:
• the COVID pandemic, resulting in global oil product
demand decrease which led directly to decrease in oil
terminals’ operation extent;
• sanctions to Belarus introduced by Council
Regulations (EU) 2021/1030 on June 24th, 2021, no
more transit of oil product flows from Belarus were
possible. As a result projections of future cash flows
of Klaipėda Oil Terminal were revised and impairment
of KOT was recognised in 2021;
• global energy crisis and rapid inflation growth mostly
due to Russia’s initiated full-scale war against Ukraine
had an impact on profitability of the Group and the
Company in 2022;
The management of the Group and the Company
anticipates a continuity of demand for the lease/
reservation of oil terminal storage volumes for medium
and long-term storage/ reloading of products. Contracts
for such services, including contracts for the lease of
petrol tanks, which allowed the Group and the Company
to employ infrastructure used for transhipment of oil
products from Belarus, are already concluded. The
management of the Group and the Company see this as a
stable alternative to the handling of oil products.
Reacting to the decrease in transhipment of oil products,
energy price shock and inflation the Company has
reviewed its investment plans for 2022 and 2023,
deferring investments that are not related to business
continuity or efficiency.
Furthermore, the Group’s management in 2021 started
and throughout 2022 continued to review the strategy.
The renewed strategy will have to cover current main
activities of KN – the current oil terminal services, the LNG
terminal business in Klaipėda port and in the region, the
global LNG business development through operation and
maintenance services and investments in LNG terminal
projects as well as KN’s direction to the new business lines
such as hydrogen and alternative energy carriers, carbon-
dioxide capture, and storage, etc.
The revision and articulation of the new KN strategy is
expected in the first half of 2023.
It has been clear that the Company will have to transform
its activities faster than it has been expected in the initial
strategy assumptions (for more details on the strategic
goals please see the section “the corporate strategy” of
the 2022 annual report).
Without being tied to the outcome of the long-term
strategy review, the Company is already taking actions to
the transformation of its activities by undertaking projects
related to cost reduction and operational efficiency as well
as continuing to focus on diversifying the portfolio of
services and products in oil terminals activities and
activities in international LNG projects or other business
lines.
The Group and the Company aims at having several
equivalent activities that contribute to the return for the
shareholders, thus reducing the potential short-term
negative impacts on one or another business segments.
Therefore, innovations and exploring new business
opportunities, diversification of business activities are
high on the agenda for 2023, as well as environmental,
social and governance aspects of business management.
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 102
INFORMATION ABOUT THE SHAREHOLDERS AND SHARES OF THE COMPANY
SHAREHOLDERS AND SHARES OF THE COMPANY
The Company’s shares are traded on the regulated
market; they are listed in the Baltic Main List of the Stock
Exchange of AB NASDAQ Vilnius.
SHAREHOLDERS OF THE COMPANY
As at 31 December 2022 all the shares of the Company
were owned by 5,388 shareholders (on 31 December 2021
– 4,926)
1
. All shares of the Company are of one class
ordinary registered shares granting their owners
(shareholders) equal rights. One ordinary registered share
of the Company grants one vote in the General meeting
of Shareholders.
An ordinary registered share of the Company shall grant
the following economic rights to its owners
(shareholders):
1. To receive a part of the Company’s profit
(dividends);
2. To receive funds of the Company in the event the
Authorized Capital of the Company is being
reduced in order to pay funds of the Company
to the shareholders;
3. To receive a part of the assets of the Company in
case of liquidation;
4. To receive shares free of charge if the Authorized
Capital is increased out of the funds of the
Company (except in the cases specified by the
imperative norms of the valid laws);
5. To have the preferential right in acquiring shares
or convertible bonds issued by the Company
except in cases when the General Shareholders’
Meeting by a qualified majority of votes that
shall not be less than 3/4 of the participating and
voting shares for solution of this matter, resolves
to withdraw the preferential right in acquiring
the Company’s newly issued shares or
convertible bonds for all the shareholders;
6. To lend to the Company in the manner provided
by law, however, when borrowing from its
shareholders the Company has no right to
pledge its assets to the shareholders. When the
Company borrows from its shareholder, the
interest rate may not be higher than the average
1
According to AB SEB bankas data.
interest rate offered by commercial banks of the
location where the Lender has his place of
residence or business, which was in effect on the
day of conclusion of the Loan Agreement. In
such a case the Company and its shareholders
shall be prohibited from negotiating a higher
interest rate;
7. Other economic rights established by the laws.
An ordinary registered share of the Company shall grant
the following non-economic rights to its owner
(shareholder):
1. To attend the General Shareholders’ Meetings
and to vote according to voting rights carried by
their shares (unless otherwise provided for by
the laws);
2. To receive information on the Company to the
extent allowed by the imperative norms of the
valid laws;
3. To file a claim with the court for reparation of
damage resulting from misconduct by the
Manager of the Company and Board members
or noncompliance with their obligations
prescribed by the laws and the Articles of
Association of the Company as well as in other
cases laid down by laws.
4. The right to vote at General Shareholders’
Meetings may be withdrawn or restricted in
cases established by laws, also in case share
ownership is contested;
5. Other non-economic rights established by the
laws and the Articles of Association of the
Company.
The Company has not been informed about mutual
agreements of its shareholders which could limit the
transfer of securities and (or) right of vote.
THE MAIN DATA ABOUT SHARES OF THE COMPANY:
ISIN code
LT0000111650
Abbreviation
KNF1L
Share emission
380,396,585
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 103
Major shareholders of the Company having more than 5% of shares (each) of the Company as at 31 December 2022 and
2021:
SHAREHOLDER’S NAME (COMPANY’S NAME,
ADDRESS, COMPANY CODE OF REGISTRATION)
31 DECEMBER 2022
31 DECEMBER 2021
NUMBER OF
OWNED SHARES
(UNIT)
PART OF
AUTHORIZED
CAPITAL (%)
NUMBER OF
OWNED SHARES
(UNIT)
PART OF
AUTHORIZED
CAPITAL (%)
The Republic of Lithuania, represented by the
Ministry of Energy of the Republic of Lithuania
(Gediminas Ave. 38/2, Vilnius, 302308327)
275,687,444
72.47%
275,687,444
72.47%
UAB koncernas “ACHEMOS GRUPĖ“ (Vykinto
st. 14, Vilnius, 156673480)
39,662,838
10.43%
39,662,838
10.43%
Other (each owning less than 5%)
65,046,303
17.10%
65,046,303
17.10%
Total
380,396,585
100.00%
380,396,585
100.00%
SHAREHOLDERS STRUCTURE BY CATEGORIES AND BY THE REGIONS:
88% 90% 92% 94% 96% 98% 100%
31-12-2021
31-12-2022
Lithuania Estonia USA Latvia United Kingdom Cyprus Other countries
SHAREHOLDER STRUCTURE BY REGION
72.47%
0.58%
11.65%
15.30%
31-12-2022
Lithuanian Government Financial institutions incl. funds Other companies Natural persons
SHAREHOLDER STRUCTURE BY CATEGORY
72.47%
1.05%
11.43%
15.05%
31-12-2021
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 104
Dynamics of KNF1L share price at NASDAQ Vilnius during 2018 – 2022:
2022
2021
2020
2019
2018
Highest share price in EUR
0.308
0.359
0.414
0.444
0.574
Lowest share price in EUR
0.203
0.298
0.301
0.357
0.386
Price per share at the beginning of the
period in EUR
0.308
0.322
0.361
0.410
0.510
Price per share at the end of the
period in EUR
0,240
0.307
0.320
0.362
0.410
Average share price in EUR
0.265
0.320
0.351
0.393
0.502
Traded volume, pcs.
8,541,326
19,004,133
23,934,244
5,908,666
6,936,769
Turnover in EUR thousand
2,220
6,110
7,928
2,296
3,552
Capitalisation in EUR thousand
91,295
116,782
121,920
137,875
156,049
Earnings per share (EPS)*
0.021
(0.126)
0.029
0.034
0.030
* Calculated using adjusted net profit (loss).
0
200
400
600
800
1,000
1,200
1,400
0.00
0.10
0.20
0.30
0.40
0.50
Volume in thousand pcs.
Price per share in EUR
Share price in EUR Volume (thousands units)
TRADING IN KNF1L SHARES ON NASDAQ VILNIUS STOCK EXCHANGE IN 2020-2022
50%
70%
90%
110%
130%
150%
170%
OMXBBGI OMXV KNF1L
KNF1L SHARE PRICE COMPARISON WITH OMX VILNIUS AND OMX BALTIC BENCHMARK GI IN 2020-2022
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 105
AUTHORIZED SHARE CAPITAL OF THE COMPANY
The Company’s authorized share capital did not change
during 2022 and amounted to EUR 110,315 thousand as
at 31 December 2022. All the shares of the Company are
fully paid. The authorized capital is divided into
380,396,585 ordinary shares with a nominal value of 0.29
Eur. During 2022 the Company did not acquire any of its
own shares.
DIVIDENDS
On 22
nd
April 2022, the ordinary General Meeting of
Shareholders was held which approved the audited
financial statements and profit (loss) appropriation for the
year 2021. In 2022 the Company has not paid any
dividends (in 2021 the Company paid EUR 7,538 thousand
dividends or EUR 0.0198 for one share).
Below is the historical information about dividends paid in the period for the prior financial year:
2022
2021
2020
2019
2018
Dividends paid in EUR thousand
-
7,538
7,947
11,577
17,031
Dividends per one share in EUR
-
0.0198
0.0209
0.0304
0.0447
Net profit (loss) per 1 share in EUR
(0.12)
0.03
0.02
0.03
0.04
Dividends for net profit (of previous FY), %
-
70%
100%
100%
100%
DIVIDEND POLICY
On 28
th
July 2021 the Board of AB Klaipėdos nafta has
approved the renewed Dividend Policy. The Dividend
Policy provides that the Board of the Company shall, in
accordance with the Company's audited financial
statements which are prepared in accordance with IFRS,
present the draft decision of dividends allocation to the
Company’s shareholders for approval. The amount of
dividends is proposed taking into account the Company's
return on equity for the reporting period.
The Company sets the goal to increase the shareholders’
value and pay stable dividends. The main objectives for a
Dividend Policy are:
• compliance with the applicable laws of the
Republic of Lithuania, secondary legislation, the
Articles of Association, and internal documents
of the Company.
• assurance of the Company’s shareholders
interests.
• commitment to high corporate governance
standards.
• enhance of the Company’s market value.
• definition of the Company’s procedures relating
to transparent publication and payment of
dividends.
AB Klaipėdos nafta Dividend Policy is based on the
existing legislation of the Republic of Lithuania (regulation
effective starting since 28
th
December 2021 (Lithuanian
Government Resolution of 6th June, 2012 No. 655 on
approval of the description of the procedure for the
exercise of the state property and non-property rights in
state-owned entities (hereinafter – the Resolution) – the
regulation has replaced the Lithuanian Government
Resolution of 14
th
January, 1997 No. 20 on the dividends
for the state-owned shares, however all the principles and
regulations on dividends allocation are valid and have
been placed into Resolution), the Company's Articles of
Association and other Company's internal documents.
According to the art. 4.4. of the Company’s Dividend
Policy the amount of dividends for the years 2021-2024 is
calculated by eliminating from the Company’s
distributable net profit (loss) unrealised foreign exchange
rates impact and other unrealised gains (losses). The
Company’s return on equity is calculated based on the
data of the set of audited annual financial statements, net
profit (loss) of the reporting period by eliminating the
impact of unrealised foreign exchange rates and other
unrealised gains (losses) divided by the average equity at
the beginning and end of this period. Equity at the
beginning of the reporting period is adjusted by
estimating the impact of unrealised foreign exchange
rates and other unrealised gains (losses) accumulated
before the reporting period. Equity at the end of the
reporting period is adjusted by estimating the impact of
unrealised foreign exchange rates and other unrealised
gains (losses) of the reporting period and those
accumulated before the reporting period.
According to the art. 4.5 of the Company’s Dividend
Policy, the Board of the Company shall consider the
following on a yearly basis:
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 106
• the financial indicators for assessment of the
Company's current financial position (net debt /
EBITDA, DSCR, ISCR, Equity ratio).
• the Company's performance of the current period, in
order to ensure the scope of funds needed for the
smooth operation.
• the scope of equity and loan necessary for strategic
and investment projects’ implementation.
• any financial and non-financial liabilities for the
Company investors.
• the stock market situation related to dividend
income.
• implementation of the Company’s Strategy;
• a change in plans of strategic, investment projects,
their scope or their financing.
According to the art. 4.7. of the Company’s Dividend
Policy dividends for the financial year should be allocated
as follows:
• Not lower than 85% from the Company’s
distributable profit if ROE of the financial reporting
year is not higher than 1 per cent.
• Not lower than 80% from the Company’s
distributable profit if ROE of the financial reporting
year is higher than 1% but not higher than 3% .
• Not lower than 75% from the Company’s
distributable profit if ROE of the financial reporting
year is higher than 3% but not higher than 5%.
• Not lower than 70% from the Company’s
distributable profit if ROE of the financial reporting
year is higher than 5% but not higher than 10%.
• Not lower than 65% from the Company’s
distributable profit if ROE of the financial reporting
year is higher than 10% but not higher than 15%.
• Not lower than 60% from the Company’s
distributable profit if ROE of the financial reporting
year is higher than 15%.
Dividend rate, as a rule, should not be less than presented
in the article 4.7. of the Company’s Dividend Policy,
however, based on criteria in article 4.5., lower dividend
rate could be proposed.
The full Company’s Dividend Policy is available on
Company’s website.
AGREEMENTS WITH INTERMEDIARIES OF PUBLIC SECURITIES TRADING
The Company has an agreement with Financial Markets Department of AB SEB Bankas for accounting of the Company’s
securities and related services.
AB SEB BANK FINANCIAL MARKETS DEPARTMENT:
Company code
112021238
Address
J. Balčikonis street 7, LT-08247 Vilnius, Lithuania
Telephone
1528
E-mail
info@seb.lt
Website
www.seb.lt
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
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INFORMATION ABOUT THE EMPLOYEES OF THE GROUP
PERSONNEL
The Company's main asset is its employees who are the
most important link to the achievement of Company’s
goals. Company's personnel policy is focused on the
development of teamwork, constant progress in
professional development and process efficiency, the
optimal use of work resources, training of qualified staff,
and development of the Company’s culture that
empowers personal growth, cooperation, succession
planning, and creates additional value for the company
and its stakeholders.
Number of the Group employees at the end of the year:
31-12-2022
31-12-2021
CHANGE, %
AB Klaipėdos nafta
326
342
(4.7)
UAB SGD terminalas
2
2
-
UAB SGD logistika
2
2
-
UAB SGD SPB
2
2
-
KN Acu Servicos de Terminal de GNL LTDA
26
27
(3.7)
Total
358
375
(4.5)
Remarks:
- The number of employees does not include employees on maternity/paternity leave.
The breakdown of the number of the Group and the Company employees by gender as at 31 December 2022:
FEMALES
%
MALES
%
AB Klaipėdos nafta
83
25.5%
243
74.5%
UAB SGD terminalas
1
50.0%
1
50.0%
UAB SGD logistika
1
50.0%
1
50.0%
UAB SGD SPB
1
50.0%
1
50.0%
KN Acu Servicos de Terminal
de GNL LTDA
6
23.1%
20
76.9%
Total
92
25.7%
266
74.3%
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 108
The average age of the Group’s employees – 43.7 years. Detailed information about employees’ age, work experience, and
education is provided in figures bellow in years.
Education of the Group’s employees by categories:
EMPLOYEE
CATEGORY
EMPLOYEES
ON
31-12-2022
UNIVERSITY
VOCATIONAL
SECONDARY
AND OTHER
EMPLOYEES
ON
31-12-2021
UNIVERSITY
VOCATIONAL
SECONDARY
AND OTHER
Managers
1)
52
50
2
-
58
56
2
-
Specialists
188
165
16
7
192
169
15
8
Workers
118
11
45
62
125
10
43
72
Total
358
226
63
69
375
235
60
80
1) The managers of the Company include: Chief Executive Officer (CEO), Directors and Heads of Divisions
44.0
42.0
41.0
49.4
43.7
43.0
40.8
48.6
Total Managers Specialists Workers
2021 2022
AVERAGE AGE OF THE EMPLOYEES OF THE GROUP
9.9
6.6
8.4
13.7
9.5
7.4
8.0
12.9
Total Managers Specialists Workers
2021 2022
DISTRIBUTION OF GROUP'S EMPLOYEES BY WORK
EXPERIENCE, YEARS
10
139
147
76
3
9
139
136
73
1
18-24 25-39 40-54 55-64 65 and more
2021 2022
NUMBER OF THE GROUP'S EMPLOYEES BY AGE GROUPS
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
For the financial year ending on 31 December 2022
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PAYROLL SYSTEM AND REMUNERATION POLICY
The Company seeks to create motivating, efficient, fair,
transparent, and easy to understand compensation
system which aims to attract, retain, and motivate
employees whose skills and work results help the
Company to successfully develop and implement its
mission and achieve strategic business objectives.
Therefore, in September of 2016 the Employee
Remuneration Policy has been formed and approved. In
September of 2017 The Procedure of Remuneration
System Formation has been approved.
The Employee Remuneration Policy defines the principles
of determination and payment of remuneration as well as
the incentives of employees. The Remuneration policy
applies to all employees of the Company.
The goals of the Remuneration Policy are to:
• Establish clearly understandable, fair, and transparent
procedures for the determination and payment of
remuneration as well as the incentives of employees,
aiming to ensure the Company’s competitiveness in
the labour market;
• Encourage the employees to achieve the objectives
set in the corporate strategy, to create value added
and increase the returns to shareholders while
fostering the values of the Company.
The remuneration of the employee may consist of the
following components: a fixed component, i. e. a monthly
salary (or a wage) and a variable component payable for
either short-term performance results or the annual
results of the Company’s/the employee’s performance.
The Company’s remuneration system is based on job
structure framework, created using the Hay Methodology
by determining the weight of each position (to ensure fair
remuneration for work within the Company). The amount
of the monthly remuneration for the position is
determined by assessing the level of knowledge and work
experience required to perform the functions of each
position, the complexity of the functions, the degree of
responsibility and management level, the impact / risk on
the Company's performance, working conditions. In order
to ensure the competitiveness of the remuneration of the
Company's employees and to promote the achievement
of results, the remuneration (fixed and variable
remuneration components) focuses on the range of the
50th and 75th per centiles of the remuneration market of
foreign capital companies operating in Lithuania.
Employees in the same position can receive different
monthly pay depending on qualifications, experience,
capabilities, and functions and responsibilities assigned to
the employee. The variable component is set according to
the procedure laid down in the Remuneration Policy.
Employee’s base salaries are usually reviewed once a year
taking into account: Lithuanian labour market trends; the
Company's performance results; The results of the
evaluation of the Company's employees; demand – supply
situation for jobs important to the company in the labour
market.
In fourth quarter of 2022 a new Collegial advisory body to
Supervisory Council has been established – the
Remuneration and Nomination Committee.
Detailed information on the remuneration system of the
Company's management is provided in 2022
AB Klaipėdos nafta Report on Remuneration.
The breakdown of employee related expenses (EUR thousand) of the Group:
2022
2021
CHANGE, %
AB Klaipėdos nafta
12,520
11,845
5.7
UAB SGD terminalas
4
3
33.3
UAB SGD logistika
4
3
33.3
UAB SGD SPB
4
3
33.3
KN Acu Servicos de Terminal de GNL LTDA
983
829
18.6
Total
13,515
12,683
6.6
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
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Employees according to categories:
EMPLOYEE CATEGORY
AVERAGE NUMBER OF EMPLOYEES
GROUP
GROUP
CHANGE,
%
COMPANY
COMPANY
CHANGE,
%
2022
2021
2022
2021
Managers
1)
54
58
(6.9)
46
47
(2.1)
Specialists
183
201
(9.0)
159
179
(11.2)
Workers
123
129
(4.7)
123
129
(4.7)
Total
360
388
(7.2)
328
355
(7.6)
1)
The managers of the Company include: Chief Executive Officer (CEO), Directors and Heads of Divisions
The Company’s 2022 average monthly salary of all employees is 7.6% higher compared to 2021 (2022 – 2,765 EUR/month,
2021 – 2,570 EUR/month).
EMPLOYEE CATEGORY
AVERAGE MONTHLY SALARY (GROSS), EUR
GROUP
GROUP
CHANGE,
%
COMPANY
COMPANY
CHANGE,
%
2022
2021
2022
2021
Managers
1)
5,501
5,061
8.7
5,621
5,459
3.0
Specialists
2,646
2,445
8.2
2,745
2,553
7.5
Workers
1,794
1,614
11.2
1,794
1,614
11.2
Total
2,728
2,506
8.9
2,765
2,570
7.6
1) The Company‘s managers include: Chief Executive Officer (CEO), Directors and Heads of Divisions. The following sums were calculated
for the remuneration to the Group‘s managers in 2022: EUR 3,651 thousand, in that amount taxes paid by the employer included EUR
186 thousand (when in 2021 were EUR 3,684 thousand from which EUR 177 thousand of taxes paid by the employer). The average annual
salary of manager of the Group amounted to EUR 67.6 thousand in 2022 (in 2021 – EUR 63.5 thousand).
2) The average monthly salary is calculated according to the average monthly wage calculation procedure as stated in the State
companies’ employees’ average monthly salary calculation procedure approved by the Government of Lithuania on 23 August 2002,
resolution No. 1341 and its subsequent changes.
2022 average monthly salary (gross) of employees by gender, EUR:
EMPLOYEE CATEGORY
GROUP
COMPANY
2022
2022
TOTAL
MALE
FEMALE
TOTAL
MALE
FEMALE
Managers
1)
5,501
5,523
5,431
5,621
5,690
5,431
Specialists
2,646
2,753
2,477
2,745
2,888
2,531
Workers
1,794
1,824
1,233
1,794
1,824
1,233
Total
2,728
2,706
2,795
2,765
2,734
2,860
1) The Company‘s managers include: Chief Executive Officer (CEO), Directors and Heads of Divisions.
2) The average monthly salary is calculated according to the average monthly wage calculation procedure as stated in the State
companies’ employees’ average monthly salary calculation procedure approved by the Government of Lithuania on 23 August 2002,
resolution No. 1341 and its subsequent changes.
EMPLOYEE PERFORMANCE EVALUATION AND ANNUAL BONUS ALLOCATION
The Company has implemented the procedures for
annual employee performance evaluation and annual
bonus allocation. These bonuses depend on the
achievement of the goals set directly for the person,
service director or for the Company. Annual employee
performance review together with periodic and frequent
one to one meetings throughout the year are one of the
most effective management and leadership techniques
that increase employee engagement and help to achieve
the organizational goals. Such practice creates
collaborative and positive relationships between
managers and their subordinates that allow to make it
clear with employees while planning their careers,
increasing their motivation, and promoting continuous
improvement in their professional field.
Employees of all categories – workers, specialists, and
managers – are assessed and rewarded annual bonus for
achieving pre-set annual goals (WHAT) and evaluation on
AB KLAIPĖDOS NAFTA CONSOLIDATED ANNUAL REPORT
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their compliance to Company’s values (HOW). In 2020
implementation of Asaichi methodology being one of the
three LEAN tools initiated in the Company brought even
better performance management when KPIs have been
reviewed and actioned with personal accountability daily.
Annual performance review meetings, on the other hand,
allow to reflect on the entire year through the lens of
competence development, safety-minded behaviour,
learning opportunities, career-advancement, and
aspirations.
EMPLOYEE SELECTION AND RECRUITMENT
The Teamtailor platform (Applicant tracking system) was
implemented to ensure a more efficient recruitment of
employees as well as more convenient tool for hirings
managers. Since April 2020 the Company implemented
Employee Selection and Recruitment procedure whose
purpose is to standardize the employee selection process
and ensure efficient and effective procedures for
organizing the selection of KN personnel (employees and
trainees) in order to successfully achieve the objectives of
KN – to select employees who recognize the values of KN
and have the greatest potential to achieve the objectives
set for them.
In order to ensure that the objectives set out in KN’s
strategy are met, an assessment and planning of staffing
needs is carried out. Each year management of the
Company draws up a staffing plan for the upcoming year.
The plan takes into account the workload of staff, the
need for new positions (due to organizational changes or
legal requirements), staff mobility (transition from one
staff position to another) and natural change (retirement,
parental leave, etc). The main steps of the recruitment
process include the evaluation of need for employee,
determination of required competencies, search and
attraction of potential candidates, job interviews, final
decision, and preparation of the offer.
PRINCIPLES OF EMPLOYEE COMPETENCE DEVELOPMENT
KN education system is designed to promote the
development of employees both independently and
through the learning processes of strategically important
knowledge and skills that are part of the curricula. All
employees are given the opportunity to participate in the
programs. The implementation of KN education system is
based on 6 principles: link with business strategy,
cooperation between departments, identification of
needs based on assessment of employees' competencies,
measurement of learning effectiveness, integration of
education with other processes and selection of
appropriate educational tools.
In 2022 no less than 15% of annual learning and
development budget was allocated to fund employees
with various formal studies at different universities.
For the last three years Company conducts 360-degree
feedback study for managers. Following the method, KN
Managers receive feedback on their behaviour according
to the Company’s values and leadership competencies
from people who work with them. Based on survey results
Managers create their Personal development plans and
thus grow to be even better leaders for their teams. In
2022 KN leadership standard training was conducted for
new managers. Also, in 2022 the Company focused on
development of sales and negotiation, project
management competencies and cooperation between
departments in order to improve the focus on the client.
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GROUP’S SOCIAL RESPONSIBILITY
From the perspective of KN, to be a successful and
responsible member of the society in the long-term
perspective, the principles of business sustainability shall
go hand in hand with the way we operate. Every
organisation can create both positive and negative
impacts through its activities, and we aim to be a model
of a business that creates a positive impact. Based on KN
vision, mission, corporate values and corporate strategy,
KN is focusing its efforts on economic, social and
environmental sustainability.
In 2022 Sustainability policy, which will guide Company’s
development in future, has been adopted in the Group. In
accordance with the policy, KN is guided by the following
sustainability principles:
• Driving profit responsibly.
• Aiming for enhanced operational efficiency and
productivity through thoughtful natural resource
utilization, emissions, and waste reduction.
• Pursue circular economy principles in the KN's
activities.
• Creating healthy, safe, collaborative, and diverse
work environment.
• Fostering a culture of engagement in sustainability
through employee education and engagement, and
• Assisting our customers on cleaner energy transition,
considering Lithuania’s and EU, as well as other
markets where the KN is present, goals for the climate
neutral economy.
Stakeholder dialogue is one of our principles of open and
responsible operation, which enables us to identify the
key issues that matter to the stakeholders. KN is guided
by the Stakeholder Policy adopted by the Company in
2021, which is published transparently on KN's website.
The Company's activities, including stakeholder relations,
are guided by the highest standards of good governance
practices. Our main stakeholders are: employees,
shareholders, business partners, customers, communities
and society in general, decision-makers at national and
regional level. Topics relevant to our target groups include
the safety of our operations, economic impact,
environmental performance improvement and good
corporate governance practices.
As a Company, which is important not only for Klaipėda
and Kupiškis districts, but also nationally in terms of its
activities and size, we can use our influence to contribute
to different aspects of social responsibility – not only by
promoting dialogue with communities in Klaipėda, but
also by contributing to the promotion of the use of
liquefied natural gas (LNG) as a cleaner fossil-fuel
alternative, and by sharing our know-how inside and
outside the organisation.
The areas of impact of KN have so far been determined
by the nature of the Company's activities and long-term
strategy, business risks and opportunities. In addition, in
in 2022 KN has finalized a materiality assessment, which
will contribute to the further development of its
sustainability practices.
ECONOMIC RESPONSIBILITY
KN is a company of strategic importance for the energy
security of Lithuania and the surrounding region, ensuring
the ability to import oil products and liquefied natural gas
to Lithuania and neighbouring countries, keeping the
storage of the mandatory reserve of petroleum products
of the Republic of Lithuania, and the reliable and efficient
transhipment of petroleum products at the port of
Klaipėda. The Company is also responsible for the
operation and maintenance of the LNG terminal at the
Port of Açu in Brazil, which supplies natural gas and
electricity to the Brazilian market, and in 2022 was
appointed as commercial operator of the LNG terminal in
Wilhelmshaven, Germany. We understand the direct and
indirect role of our activities through taxation,
employment policies, educational initiatives, business
innovation and other contributions to sustainable
economic growth in the regions where we operate.
Given the strategic function of the Company, KN has the
objective to enhance shareholder value and represent
best business practices. The Company continuously
strengthens its corporate governance competencies and
implements the highest governance standards and
principles to create tangible benefits for the country and
its people. The Company is consistently listed among
major taxpayers according to the Lithuanian State Tax
Inspectorate.
KN supports free and fair competition in the market, while
striving to provide the highest quality commercial
solutions to its clients.
The Company does not tolerate corruption of any kind or
its manifestations and is committed to open competition,
ethical business conditions and adequate transparency
and publicity in its operations. The Group is guided by a
principle of zero corruption tolerance. It explicitly and
publicly declares its rejection of bribery, fraud, extortion,
the creation of unofficial accounts, the execution of
unofficial and improperly documented transactions, the
recording of fictitious expenses, the use of false
documents and other forms of corruption as referred to
in the United Nations Convention Against Corruption. In
2022 the Company updated and enhanced its anti-bribery
and anti-corruption policy.
The Company has control mechanisms in place that are
designed to identify, assess, and monitor potential
corruption risk factors. In assessing corruption risks, KN
analyses the activities and processes of each business
segment, compiling a list of corruption risks.
Once a year, KN carries out an assessment of the
likelihood of corruption occurrence. In 2022 the process
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of control of third parties in the acceptance of ordered
works and services was analysed to assess the probability
of the occurrence of corruption.
Corruption risk is also assessed in the development of
international projects, looking at both external and
internal factors, as well as the level of corruption risk in
the country. Additional control measures include due
diligence procedures for business partners,
anti-corruption clauses in contracts, application of KN's
anti-bribery and anti-corruption policy and Code of
Conduct in subsidiaries and in relations with business
partners.
In 2021-2022 KN participated in the Transparency
Academy, an exchange project on good anti-corruption
practices, initiated by the Special Investigation Service.
The project was concluded at the end of 2022 with a
certificate of the Transparency Academy handed to KN. As
a result of this project, KN corruption resilience level was
found to be as high as 88% in 2022. This is 22% higher
than in 2021, when the corruption resilience level was
66%.
Part of the rating is influenced by the risk management
system within the Company, and KN achieved the
maximum rating by assessing all corporate functions,
establishing a prioritised list of risks, and reporting
regularly to the Board, thereby managing and mitigating
the risks identified. Other measures implemented in the
Company, such as the risk register in the document
management system, the streamlining of the stakeholder
verification process, and the periodic audits of the various
Company's functions, have also contributed to the
improved rating.
In 2022, KN provided anti-corruption training to KN
employees on the regulation of the declaration of private
interests, potential conflicts of private interests and their
management, the concept and manifestations of
corruption in Lithuania. External anti-corruption training
on the topic of reporting violations (Speak-Up) was also
conducted. In 2022, there were no cases of corruption in
the Company.
In 2022 a separate section "Corruption prevention" has
been created on the Company's internal website, which
provides employees with relevant information related to
the process of declaring private interests in the PINREG
system, as well as relevant links to internal documents and
procedures related to corruption prevention,
implemented anti-corruption measures, links to
anti-corruption training on the Special Investigation
Service e-learning platform and training conducted by the
Transparency Academy.
RESPONSIBILITY TOWARDS EMPLOYEES
The main asset of KN is its employees, who are the most
important link in achieving the Company's objectives.
They are at the heart of our technology activities. The
Company's Personnel policy is focused on fostering
teamwork and unity, continuous learning and progress,
optimal use of human resources, strengthening employee
competencies and developing an engaged culture that
creates greater added value and enables personal and
Company growth.
We promote employee diversity and an inclusive working
environment. Achieving long-term success requires
diverse ideas, perspectives, and talents, and we support
diversity as an important asset and a key resource for
innovation and competitiveness, enabling each of us to
fully participate and contribute to the success of KN and
to help ensure that the business operates efficiently and
takes advantage of the right growth opportunities. The
Company evaluates, promotes, and compensates based
on qualifications, experience, competencies, and
performance, not on bias or personal preference. We
reject all forms of discrimination. Besides KN Code of
Conduct is in place for number of years. In 2022 KN
established Violence and harassment prevention policy
that defines measures and cases decisions ensuring that
employees do not experience hostile, unethical,
humiliating, aggressive, insulting, offensive actions by
which the honor and dignity, physical or psychological
integrity of the employees are attacked or aimed at to
intimidate, humiliate or put employees in a helpless and
powerless position
We are guided by the values of KN and adhere to the
principles of respect, cooperation, professionalism, and
progress. Our values guide how we operate anywhere in
the world and what we expect from ourselves, our
colleagues, our customers, our management, and other
key stakeholders. Each quarter employees nominate and
select Values Hero of the quarter. Also, for a number of
years each October the Company celebrates World Values
Day by arranging activities on this day emphasizing KN
values.
We foster an environment where every employee is
treated equally, respected, and empowered to reach their
potential.
The Company's remuneration system is based on a work
structure developed using the Hay methodology and by
comparing salary values with foreign-capital companies in
the Lithuanian market, to ensure that every KN employee
is rewarded fairly and competitively. The Company's
objective is to ensure the competitiveness of the
employees' remuneration in the market, internal fairness
of remuneration and to eliminate the possibility of
discrimination on any grounds (age, gender, etc.). In the
end of 2022 additional advisory body to the Board was
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established. The Remuneration and Nomination
Committee acts as an advisory body to the Company's
Supervisory Council, making recommendations on the
Company's remuneration policy, proposing to the
Company the criteria for assessing the performance of its
executives, and making other recommendations relating
to remuneration. The Remuneration and Nomination
Committee is composed of 3 members, of which 1 is
independent and 2 are delegated members of the
Supervisory Council. The members are appointed until the
end of the term of office of the current Supervisory
Council.
The Company provides a working environment that meets
strict standards of safety and well-being. As a terminal
operator, KN provides and maintains a health and safety
management system aimed at ensuring safety
performance based on legislation and industry best
practice, with clear commitments, targets, and
responsibilities. The Company's objective is to create an
environment in which occupational health and safety risks
are controlled to prevent injuries, accidents, and
occupational diseases, and to identify, assess and control
risks arising from unsafe conditions, occupational injuries
and illnesses related to work processes or the working
environment. It also focuses on educating workers so that
they better understand their role in reducing negative
environmental impacts and so that the health and safety
of themselves and others is the highest value of every
worker.
In 2022 DNV performed an annual audit as a formal part
of the ISO certification process with the aim to maintain
certification of the management system. The key objective
of the audit was to determine the conformity of the
management system with the standards – ISO 9001:2015;
ISO 14001:2015; ISO 45001:2018. Nonconformities
haven’t been identified during this audit.
One of the Company's key strategic objectives is the
continuous improvement of the safety and health system
by ensuring compliance and enhancing the safety culture
to achieve a rate of 0 (zero) significant safety incidents and
accidents. In 2021 KN has established clearly measurable
indicators to monitor safety and health, which are process
safety incident, LTIR – frequency of workplace accidents,
and IR – frequency of near misses or potential safety
incidents. The above indicators are relative indicators of
occupational safety and health (OSH) performance and by
using these indicators the Company can benchmark its
OSH performance against other companies both in
Lithuania and worldwide.
Further strengthening organizational Safety culture safety
perception survey has been performed by DuPont
sustainable solutions, founder of Bradley curve, which is a
part of KN safety strategy. The survey has defined safety
level in the Company and identified areas for
improvement.
Accordingly, in 2022, a strong focus was placed on the
importance of a safe and healthy working environment,
fostering a culture of occupational safety and health, and
enhancing employees' awareness of the need to protect
themselves and to comply with safe working
requirements. The Company has placed great emphasis
on the recording of near misses, which is a widely used
accident prevention system in the global practice. In 2022,
the Company succeeded in achieving the target set for the
frequency of near misses and near misses. In 2022 there
were no critical incidents in the Company.
Another area of focus for KN in 2022 was promoting the
well-being and wellness of its employees:
• From 16 September 2022 to 16 October 2022, the
Company ran an activity called "KN Moves Again!",
which encouraged employees to collect kilometres
by walking or running. 55 colleagues took part in the
challenge and together they walked over 12.5 million
steps.
• Celebrating the European Mobility Week, KN
organised a hike along the Baltic Sea coast. More
than 50 colleagues took part in it.
• For several years, the Company has organised
periodic meetings with various interesting people. In
2022, the meetings have focused on physical and
mental health, psychological resilience and healthy
lifestyles. Stress management training was organised
for all KN staff. On 9 September, the virtual meeting
"Strong immunity and overcoming fatigue through
nutrition and lifestyle" was led by the therapeutic
nutritionist Ingrida Kuprevičiūtė. In autumn two
lectures were given by physiotherapists Viktorija
Tarasenko and Loreta Skardžiuvienė. They talked
about the damage that sedentary work can do to the
body and shared tips on how to exercise easily at
work. Employees were also given the opportunity to
attend free therapeutic exercise sessions once a
week.
• On 30 September, first medical aid training session
was held to teach first aid for various injuries, external
cardiac massage, artificial respiration, how to stop
bleeding, and how to help a choking person. A lot of
attention was paid to psychological preparedness for
various emergencies. After the training, Dainius
Judžentis, an instructor at the Lithuanian Military
Academy, gave a lecture on psychological resilience,
which consists of physical, emotional, mental, and
spiritual resilience.
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SOCIAL RESPONSIBILITY
As part of our international operations, we strive for
sustainability and take social and environmental
responsibility. We work to maintain strong and
long-lasting relationships with the local communities
where KN operates and strive to be a good business
partner through our business initiatives. KN has been
engaging in a dialogue with neighbouring communities
for a few years. In 2022 KN's social activities focused on
further fostering relations with them. During the year, KN
implemented several meaningful initiatives with
communities:
• The tradition of regular meetings was maintained,
and several regular meetings were held to discuss
topics of interest to the communities and to answer
questions from community representatives.
• On May 11, KN organised a civil protection training
for neighbouring communities. The training provided
an overview of possible emergencies, guidance on
actions taken in the event of an accident at the
terminal, and detailed information on
communication channels with public during such
incidents.
• At the end of May KN team, together with local
community, have planted 15 black pine trees in the
residential area of Vitė in Klaipeda.
• In May, on the occasion of the International
Neighbours' Day, KN contributed to the local Vitė
community Festival. The Company provided a
children's area where the little ones could play
various games, jump on trampolines and participate
in other fun activities.
• For Christmas, the Company decorated a Christmas
tree in one of the Melnragė community's main
squares.
KN has not been indifferent to the war in Ukraine. The
Company set up a Ukraine Support Steering Group to
organise fundraising campaigns, inviting all KN
employees to join.
Employees donated various hygiene products, utensils
and stationery to Ukrainian families fleeing the war in
Klaipėda. The collected items were handed over to the
Ukrainian Support Centre in Melnrage and to the
organisation "Save the Children". Also, KN joined the
initiative to help children from Ukraine in Klaipėda to
prepare for the new school year, additionally some
stationary was also donated by KN employees.
To help her not to lose the source of income, this year the
KN Christmas card was entrusted to the Ukrainian artist
based in Klaipėda.
ENVIRONMENTAL RESPONSIBILITY
The Company's objective is to avoid, mitigate and manage
the environmental and social impacts of our activities. We
strive to be a good neighbour and member of society and
to look after the interests of the communities directly or
indirectly affected by the Company's activities. We feel
responsible for our ecological footprint, and we strive to
minimise the Company's potential negative
environmental impacts.
Environmental protection is one of the priority areas of
KN's corporate social responsibility. Both in the routine
operations of existing oil and LNG terminals and in the
planning of new activities, KN complies with the principles
of environmental protection set out in the National
Environmental Strategy, the conditions set out in the
environmental permits, and the norms set out in the
environmental regulations and standards.
The Company aims to be socially responsible in a
result-oriented rather than a declarative manner. In view
of the global concern about climate change, the Company
feels responsible for its ecological footprint and therefore
aims to balance the Company's impact on the
environment through clearly defined indicators. In 2021,
KN has clearly defined environmental targets to reduce
volatile organic compound (VOC) emissions by 35% by
2024 and 45% by 2030 compared to the current period.
We have also set ourselves clear targets to reduce the
direct CO2 emissions from Klaipėda Oil Terminal's
operations by increasing energy efficiency through
rational use of energy resources. The aim is to reduce
these emissions by 20% by 2024 and by 50% by 2030. We
are doing our utmost to ensure that the environmental
impact is measured and controlled.
One of KN's strategic objectives is to ensure that KN
terminals operate in an environmentally sustainable
manner and are fully compliant with environmental
requirements. The company has clearly identified the
significant environmental aspects, their impact on the
environment, control, and management measures. KN
strives to improve its environmental performance by
continuously monitoring the environmental impact of its
activities and by aiming at pollution prevention, waste
minimisation, water and energy efficiency, and efficient
use of raw materials.
We are proactive in monitoring our impact on
environmental quality, assessing our impact on the
environment, and not just seeking to meet norms or
requirements. KN regularly monitors air pollution from
stationary sources and the quality of wastewater
discharged into the natural environment. The data
collected is available on the Company's website.
The public can obtain real-time information on loading
operations in real time by calling a dedicated line,
available on Company’s website.
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The Company is constantly looking for new technical
solutions to reduce waste emissions, introducing them
and carrying out regular testing and maintenance.
As of 2018 KN is implementing an Environmental Action
Plan, which sets out measures and a commitment to
continue to operate sustainably and ensure the highest
environmental standards. Once fully implemented, the
action plan will contribute to the reduction of volatile
organic compound (VOC) emissions, ensuring minimal
emissions to the environment and more efficient
neutralisation of VOCs.
In order to optimise its operations, in the last quarter of
2022 KN has set energy savings as its main focus, planning
to save at least 47.5 GWh of energy on a cumulative basis
by 31 December 2030. This would be equivalent to the
electricity consumed by about 24,500 average households
per year or 68 tankers of oil.
KN signed the Energy Savings Agreement with the
Ministry of Energy of Lithuania, setting out specific
measures and deadlines to improve Company’s energy
efficiency.
Among other foreseen measures, a solar power plant is
being completed and will be operational later in 2023 at
the Subačiaus oil terminal. It is planned that the generated
solar energy will meet the entire electricity demand of the
Subačius terminal. Furthermore, a feasibility study is
currently being carried out for an electricity
interconnection with the LNG terminal to reduce CO2
emissions from the Klaipėda LNG terminal.
KN has been focusing on employee engagement in the
environmental activities and their education:
• For several years, the Company has been aligning its
internal initiative to such environmental initiatives as
Spring Clean-Up Campaign Darom 2022. The main
goal of this campaign is to remove self-generated
landfills, collect hazardous waste and clean green
areas. KN employees are invited to team up and to
clean the premises close to its territory in Klaipėda.
• The Company also celebrates the World Environment
Day. In 2022 all employees were invited to attend a
lecture on sustainability on World Environment Day.
• In October an internal Sustainability Day was
organized at the Company, where employees among
other topics were presented with KN Environmental
policy, goals and action plan in this area, also were
invited to discuss climate change with Dr. Justinas
Kilpys, climate scientist.
In 2020, KN's environmental management system got
certified for ISO 14001:2015 standard, which was
confirmed by an audit in 2022.
DEVELOPMENT FOR THE SUSTAINABLE FUTURE
KN is actively involved in the debate on the future of fossil
fuels and the transition to a more climate neutral
economy. KN actively participates in various conferences
and seminars to share its know-how in the area of LNG
terminals and discuss the future of energy.
In view of the changes in the energy sector globally, KN is
making every effort to find both additional opportunities
to exploit its infrastructure and know-how, as well as
alternatives for the new activities.
Among them, new areas of development and potential to
create value in the wind energy sector by providing O&M
services are further explored.
Also, in November 2022, the international project
“CarbonNeutralLNG” was launched in Nuremberg,
Germany, where KN is also participating. The three-year
project will aim for its participants to collaborate on the
development of a hybrid process chain involving the
production of hydrogen from biomass and its conversion
to synthetic methane using a variety of chemical and
biological processes. By taking part in this project, KN
expects to gain a lot of useful experience in working with
the new generation of gas mixtures, to develop and
expand competences in the application of hydrogen
technologies, the transportation and geological storage
of CO2 in Europe and the production of synthetic
methane. During the course of the project, research in the
laboratories should be applied to carry out small
demonstration projects, where their economic usefulness
is also assessed.
Furthermore, KN together with “Akmenės cementas” and
AB ORLEN Lietuva have signed letters of intent for a joint
feasibility study to assess the potential and feasibility of
liquefied carbon dioxide (CO2) capture and storage
technology for industrial companies in the country. The
feasibility study will analyse the potential to reduce
atmospheric emissions through the whole carbon dioxide
management value chain concept in Lithuania and the
applicability of this solution to companies with
unavoidably high greenhouse gas (GHG) emissions from
their business processes. The feasibility study will
contribute to the analysis launched by KN, “Larvik
shipping” (LS) and “Mitsui O.S.K.” Lines Ltd. (MOL) in 2021.
***
KN Group's full Corporate Social Responsibility Report for
2022, prepared in accordance with the Global Reporting
Initiative (GRI) guidelines, will be published on www.kn.lt
and on the Nasdaq Vilnius platforms on the date
scheduled in the Investor Calendar.
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RISK FACTORS AND RISK MANAGEMENT
The Company’s Board has approved Risk Management
Policy that regulates risk management, defines risk
management principles and responsibilities, functions
and responsibilities of the Chief Risk Officer as well as sets
risk appetite and tolerance limits. The risk management
system is developed in accordance with the ISO 31000
guidelines. The list of principal risks and the risk
management plan are provided to and approved by the
Company’s Board each quarter. The Board actively
participates in the principal risk management process by
continuously monitoring the risk level changes and the
risk management measures’ action plans. The Company’s
high-level management is responsible for shaping the
personnel’s attitude towards risk management, setting
the risk management goals in the managed area,
implementation of the control measures, implementation
and monitoring the efficiency of the risk management
measures. The medium level managers are responsible for
implementation of the risk management process and
provision of the results, as well as for reliability,
correctness, and impartiality of information.
The Audit Committee reviews financial reporting process
as well as audit execution process and oversees internal
control environment, risk management and internal audit
framework.
In 2022 the Company developed risk methodology
defining risk process in organization. For internal ranking
purposes the Company has extensive risk ranking
methodology, for communication purposes below we
provide simplified version.
Risk probability:
Low – there should be several events for risk to
materialize.
Medium – there is 50% chance of risk to materialize.
High – almost certain that risk will materialize in 3-year
period.
Risk impact:
Low – risk could have impact to operations without impact
to yearly plans.
Medium – risk could have impact to company’s
short-term plans implementation.
High – risk could have major impact to company’s
strategy implementation.
Risk level:
Low – risk managed if cost of management do not
outweigh possible impact.
Medium – in most cases risk managed or monitored, but
there could be decision to monitor risk.
High – risk actively manged with possible exception made
by the Board (In some cases strategy review process could
be initiated to reduce level of risk).
Risk matrix
Impact
Medium
High
High
Low
Medium
High
Low
Low
Medium
Probability
COMMENTS ON THE RISK CATEGORIES OF THE GROUP
AND THE COMPANY ARE PROVIDED BELOW:
Risk No 1. Business risk – client concentration risk
Risk impact: High
Risk probability: Low
Risk level: Medium
The Company works with several big clients in the area of
oil products transhipment. One of the clients contributes
significant portion of oil product transhipment via
operated oil terminals and income flows.
The Company continuously looks for other potential
clients, flows of shipments and alternative activities. Also,
the Company reviews existing expenses and constantly
searches for costs optimization possibilities.
The Company is striving to manage its business risks by
diversifying its income sources and widening the range of
services, communicating and cooperating with potential
clients, who are interested in blending services, storage
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and transhipment of petrochemical products such as
monoethylene glycol, ethanol, methanol and loading of
new product bitumen. The Company also operates
liquefied natural gas (LNG) terminal, consults and
participates in international investment projects related
with the development of LNG terminals, provides
small-scale LNG services.
During 2020 political risk materialized, and one of the
largest clients BNK (UK) Limited, which belongs to the
largest exporters of Belarusian oil products – ZAT
Belaruskaja neftenaja kampanija, announced a temporary
suspension of transhipment. Moreover, starting from 24th
June 2021, sanctions to Belarus were introduced
by Council Regulation (EU) 2021/1030 – no more transit
of oil product flows from Belarus are possible and are not
expected in the future. Due to these external operational
risks, KN will have to implement long-term strategic
decisions to adapt to new geopolitical circumstances.
Consequently, a revision of long-term corporate strategy
has been initiated and will be completed during 2023.
Risk No 2. Operational risk – major incidents causing
environmental and infrastructure damage.
Risk impact: Medium
Risk probability: Medium
Risk level: Medium
Operational risk is considered as risk directly related to the
increase of losses, caused by the external factors (for
example, natural disasters, illegal acts of the third parties,
etc.) or internal factors (for example, ineffective activity
and management, improper and inefficient utilization of
funds, internal control deficiencies, ineffective procedures,
human error, malfunctions of information systems, cyber
security control gaps, unduly allocation of functions or
responsibilities, etc.).
Due to nature of high-risk activities risk could not be
considered low impact.
To manage internal operational risk, the Company
implemented required organizational measures and
procedures as well as information systems to be used for
support of business processes that collectively ensure
proper functioning of internal control system and duly
cooperation with the third parties concerned. The
Company applies the following means of internal control:
separation of decision making and controlling functions,
control of transactions and accountancy, limitation of
decision-making powers and control of their execution,
collegial decision making in crucial issues, etc.
In addition KN constantly updates and reviews it’s
insurance program in order to ensure loss minimization in
case of accident.
Internal operational risk management is significantly
influenced by the standards, which are implemented and
maintained in the Company – Quality ISO 9001:2015,
Environmental Protection ISO 14001:2015, Occupational
Health and Safety ISO 45001:2018. These standards
impose requirements for the control of processes
according to the most significant risks and management
system audits, which ensure that the described controls
and processes operate in practice.
The Company strives to minimize legal compliance risk
and assure that its operations are compliant with the
applicable legal requirements and standards.
Infrastructure, as well as management and safety
processes, cooperation with the third parties and control
system has been positively evaluated by the
representatives of potential clients of the terminals.
In order to manage better operational risks, KN has
established a compliance function and periodically
updates it’s compliance status. In 2022 the Company
actively implemented tool’s for compliance
Risk No 3. Reputational damage to Company’s name
Risk impact: Medium
Risk probability: Medium
Risk level: Medium
KN values and considers it’s reputation in various areas:
external public perception, stakeholder and internal
reputation as employer. The Company pays special
attention to the stakeholders. It openly provides
information to the institutions, public organizations and
the general society, and has been focusing on
strengthening relations with communities for years.
The Company is also involved in educational initiatives,
such as hosting company tours at KN Oil terminal for
students and pupils, presenting its operations and
providing knowledge related to petroleum products,
logistics, laboratory work, etc.
KN reputation is highly depended on public’s perception
of LNG terminal economical value to Lithuania. Therefore,
the Company constantly performs public perception
analyses and in 2022 noticed major improvement in
positive public opinion influenced by geopolitical events.
Regarding general perception of the Company there are
no major events that could influence reputation in long
term.
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Risk No 4. Cyber risk
Risk impact: High
Risk probability: Medium
Risk level: High
Cyber risk refers to the potential for unauthorized access,
use, disclosure, disruption, modification, or destruction of
information and systems by cyber criminals or malicious
actors. Due to geopolitical situation company initiated
additional measures to strengthen detection and recovery
capabilities.
Company’s regular activities include vulnerability
management, conducting regular security assessments
and penetration testing, and providing employee training
on the best practices of cybersecurity.
Risk No 5. Fraud prevention
Risk impact: Medium
Risk probability: Low
Risk level: Low
The Company pays substantial attention to minimizing
corruption risk and implements relevant internal
processes. During 2022, KN was involved in the project
"Skaidrumo Akademija", which was initiated by the
President of the Republic of Lithuania (organiser – Special
Investigation Service of the Republic of Lithuania). The
aim of participating in this project is to introduce
additional and improved existing measures to prevent
corruption in KN. In further periods KN will no longer
participate as KN made sufficient improvement according
to methodology.
One of the instruments for the prevention of
infringements is the Whistleblowing channel, which is
open for all natural persons and legal entities: both
existing and former KN employees, former and potential
KN clients, contractors, suppliers, and community. It
provides possibility to directly inform the collegial
managing bodies of KN.
Risk No 6. Environmental risk
Risk impact: Medium
Risk probability: Low
Risk level: Low
In 2022, the Company continued to engage actively with
representatives of neighbouring communities, holding
meetings to present the progress of the ongoing
Environmental Action Plan and to respond to relevant
questions of concern to communities. KN also openly
shares environmental data with the public – KN website
provides environmental monitoring data of Klaipeda Oil
Terminal, information on the progress of the
environmental action plan. With a consistent focus on the
environment and open dialogue with communities, KN
has achieved a steady annual decline in requests from
communities and institutions on environmental issues,
with 4 requests received in 2022, compared to 18 in 2020
and 12 in 2021.
Risk No 7. Project risk
Risk impact: Medium
Risk probability: Low
Risk level: Low
Investment project management is an important part of
the Company’s business. In order to effectively manage
projects, the implementation of the project management
methodology and project monitoring was initiated
according to the PRINCE2 standard. In addition in 2022
Project management officer position was initiated.
The Company is looking for opportunities in international
LNG investment projects. Also, Company is involved in the
analysis and search of carbon capture and storage
technologies and is actively participating in the
development of hydrogen platform technologies. To
attain the economic value that investment projects are
supposed to generate it is important to assure that the
projects are implemented within the defined budget and
timeframe. The Company’s Board has set 10% tolerance
limit for deviations; therefore, the Company’s
management constantly monitors implementation
statuses of the important projects, related risks, and their
mitigation measures.
Risk No 8. Foreign Exchange Rate Risks
Risk impact: Low
Risk probability: Medium
Risk level: Low
Due to the specifics of the business, the Group and the
Company are exposed to the risk of EUR/USD foreign
exchange rate fluctuations due to FSRU lease payments in
US dollars and to the risk of EUR/BRL foreign exchange
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rate due to activity of subsidiary KN Acu in Brazil. Whereas
FSRU lease payments are compensated by NERC as to
regulated activity principles, therefore, the impact is
considered low. KN Acu exposure to currency risk is also
considered low due to insignificant related transaction
amounts.
In 2021, the Group and the Company used futures
contracts to hedge against changes in EUR/USD exchange
rates. In 2022 no such financial instruments were used.
When derivatives are realized, the result is recorded in the
profit (loss) statement of each calendar month. For 2022
no income or loss on the fair value change of derivatives
was recorded (in 2021 the Group and the Company
accounted EUR 1,898 thousand income on the fair value
change of derivatives).
Risk No 9. Credit Risks
Risk impact: Medium
Risk probability: Low
Risk level: Medium
A possible credit risk of the Group’s and the Company’s
customers is managed by a continuous monitoring of
outstanding balances. The Group’s and the Company’s
procedures are in force to ensure on a permanent basis
that services are provided to reliable customers and do
not exceed an acceptable credit exposure limit. The
Company trades only with reputable third parties, so there
is no requirement for collateral. More information about
the exposure to credit risk for trade receivables from the
customers can be found in the Note 24 of the Explanatory
Notes in the financial statements.
Risk No 10. Interest Risks
Risk impact: Medium
Risk probability: Low
Risk level: Medium
The Group’s and the Company’s income and operating
cash flows are influenced by changes in market interest
rates, which are linked to EURIBOR base. Overall, 44% of
loan portfolio is exposed to floating interest rate risk; no
hedging derivative instruments were used. Thus, such
standing has implications on financial results.
EIB facility with 3 tranches is exposed to 3 months
EURIBOR with zero-floor applicable on EURIBOR base. In
contrast, NIB facilities are exposed to 6 months EURIBOR
with no zero-floor applicable on EURIBOR base.
The Group and the Company is constantly assessing its
possibilities to hedge interest rate risks on its loans. Thus,
the loans related to long-term LNG terminal solution with
high probability in future are expected to be with partially
or fully fixed interests.
The Group’s and the Company’s excess liquidity in forms
of money and time deposits are distributed across the
accounts of major Lithuanian banks, which are granted
with Standard Poor’s or equivalent long-term term
borrowing BBB- or better external rating according to the
foreign rating agencies. Partner bank’s rating is assessed
either on a stand-alone or applying a bank group logic
into which exposure is present. Also, the Group and the
Company is monitoring recommendation of the Central
Bank of Lithuania.
More information about the interest risk can be found in
the Note 24 of the Explanatory Notes in the financial
statements.
Risk No 11. Liquidity Risks
Risk impact: Medium
Risk probability: Low
Risk level: Medium
The Company’s and the Group’s policy is to maintain
sufficient cash and cash equivalents or have available
funding through an adequate amount of committed
credit facilities to meet its commitments at a given date in
accordance with its strategic plans.
The Group’s gross liquidity (APM) and quick ratios (APM)
as at 31 December 2022 were 1.30 and 1.27, respectively
(1.28 and 1.25 as at 31 December 2021).
The Company’s gross liquidity (APM) and quick ratios
(APM) as at 31 December 2022 were 1.22 and 1.19,
respectively (1.20 and 1.17 as at 31 December 2021).
The Group’s and Company’s objective is to maintain a
balance between continuity of funding and flexibility. The
Group’s and the Company's activities generate sufficient
amount of cash; therefore, the Management's main
responsibility is to monitor that the liquidity ratio of the
Company is close to or higher than 1.
More information about the management of liquidity risk
can be found in the Note 24 of the Explanatory Notes in
the financial statements.
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OTHER INFORMATION
The activity of the Company is based on the Articles of
Association, Civil Code and other laws and sub legislative
acts of the Republic of Lithuania. Changes in the Articles
of Association can be made by the General Meeting of
Shareholders.
TRANSACTIONS WITH RELATED PARTIES
The Company did not have any transactions or
agreements with the members of its Supervisory Council
and the Board. More information regarding transactions
with related Parties is presented in the Explanatory note
to the Company’s financial statements for 2022. In 2022
there were no changes in type of transactions with related
parties, which could have made impact on the financial
activity of the Group and the Company. All transactions
with the related parties have been performed under
market conditions (following the arm’s length principle).
PARTICIPATION IN ASSOCIATIONS
The Company has been acting as a member of the
following associations as at the end of the year:
• Klaipėda Chamber of Commerce, Industry and Crafts,
http://www.kcci.lt/
• Association of Lithuanian Stevedoring Companies,
www.ljkka.lt
• Lithuanian Confederation of Industrialists, www.lpk.lt
• Gas Infrastructure Europe (GIE) association Gas LNG
Europe (GLE) group, www.gie.eu.com
• Lithuanian LNG cluster, www.lngcluster.eu
• Lithuanian Shipowners Association, www.llsa.lt
• Lithuanian Hydrogen Platform
• LNG platform, www.sgdplatforma.lt
• Baltic Innovation Hub, https://baltictechpark.com
• The American Chamber of Commerce in Lithuania,
www.amcham.lt
• Klaipėda Association of Industrialists, www.kpa.lt
INFORMATION ABOUT THE AUDIT
30
th
April 2021. Extraordinary General Meeting of
Shareholders of the Company adopted the following
resolutions: UAB KPMG Baltics has been elected as an
auditor for the Financial Statements and Regulated
Activities Statements of the Company and assessment of
its Annual Report for the years 2021 and 2022. The
shareholders authorized the General Manager of the
Company to conclude the Agreement for provision of 2
years auditing services (financial audit of both the
Company and the subsidiary KN Acu Servicos de Terminal
de GNL LTDA, and the regulated natural gas activity
report) for total amount of EUR 164 thousand (excl. VAT).
UAB Ernst & Young Baltic performed the audit for the
years 2014-2018. UAB KPMG Baltics performed the audit
for the years 2008-2013, 2019-2020.
The proposal regarding approval of the audit company is
provided by the Board of the Company to the General
Meeting of Shareholders based on the public
procurement procedures.
2022
AB KLAIPĖDOS NAFTA
REPORT ON REMUNERATION
AB KLAIPĖDOS NAFTA REPORT ON REMUNERATION
For the financial year ending on 31 December 2022
www.kn.lt | 123
REPORT ON REMUNERATION
Remuneration principles of the Company’s governing and
supervisory bodies are determined by the Remuneration
policy approved in General shareholders meeting in
October 2022. Full remuneration policy can be found on
Company’s website.
Remuneration for activities in the collegial bodies of the
Company may be paid to the members of the collegial
body of the Company who are independent or not.
The personal data of the members of the Company’s
governing and supervisory bodies is included in the report
on remuneration for the following purposes:
• to increase the transparency of the Company;
• to improve the accountability of the members of
the governing bodies;
• to supervise the remuneration of the governing
bodies.
Members of collegial governing and supervisory bodies
of the Company are only eligible for receiving fixed
monthly compensation.
The remuneration to be paid must:
• promote the creation of long-term and
sustainable value of the Company, to be fair and
understandable.
• comply with the workload of the individual
organs of the Company and their members.
• be competitive with the salary levels in the labour
market of the respective field.
• ensure the indemnification of the liability
assumed by the individual members of the
Company bodies.
• promote the attraction of high-level
professionals in their field to the management of
the Company.
REMUNERATION OF THE SUPERVISORY COUNCIL IN 2022
TITLE
MONTHLY SALARY FOR
2022, EUR
TOTAL FOR 2022, EUR
MONTHLY SALARY FOR
2021, EUR
TOTAL FOR 2021, EUR
Member 1
1,140.59
4,448.30
1,140.59
13,687.08
Member 2
856.92
3,341.99
856.92
10,283.04
Member 3
0.00
0.00
0.00
0.00
Member 4
1)
3,318.67
7,904.72
-
-
Member 5
1)
2,110.00
5,023.81
-
-
Member 6
1)
2,637.00
6,278.57
-
-
TOTAL
-
26,997.39
-
23,970.12
1)
20
th
October 2022 extraordinary General Meeting of
Shareholders has adopted the following resolutions: 1) to
approve the amendment of Remuneration Policy, 2) for
the 4 years cadence of Supervisory Council members of
AB Klaipėdos nafta to elect: Mantas Šukevičius, Robertas
Vyšniauskas, and Dovilė Kavaliauskienė, 3) to determine
fixed monthly remuneration for the members of
Supervisory Council of AB Klaipėdos nafta, 4) to approve
standard contract form, regarding the activity of the
member of Supervisory Council of AB Klaipėdos nafta.
In 2022 the total remuneration for the members of the
Supervisory Council amounted to EUR 27.0 thousand
(2021 – EUR 24.0 thousand). Members of the Supervisory
Council were not granted with any loans, guarantees,
assets, premiums, tantiemes, shares or salary for service at
any other company of the Group for the year 2022. They
are not eligible for any variable part of remuneration or
for recovery of it.
AB KLAIPĖDOS NAFTA REPORT ON REMUNERATION
For the financial year ending on 31 December 2022
www.kn.lt | 124
REMUNERATION OF THE BOARD OF THE COMPANY IN 2022
TITLE
MONTHLY SALARY FOR
2022, EUR
TOTAL FOR 2022, EUR
MONTHLY SALARY FOR
2021, EUR
TOTAL FOR 2021, EUR
Member 1
2,400.00
9,000.00
2,400.00
28,800.00
Member 2
2,095.00
2,205.26
2,095.00
25,140.00
Member 3
2,095.00
7,856.25
2,095.00
25,140.00
Member 4
-
-
2,095.00
18,855.00
Member 5
2,202.82
26,430.47
2,095.00
2,095.00
Member 6
0.00
0.00
0.00
0.00
Member 7
1)
2,548.27
27,907.11
-
-
Member 8
1)
2,252.51
18,574.22
-
-
Member 9
1)
2,252.51
18,574.22
-
-
Member 10
1)
1,811.55
9,108.60
-
-
TOTAL
-
119,656.13
-
100,030.00
1)
The newly elected Board of AB “Klaipėdos nafta” took
office in 2022 April. Board members, Edvinas Katilius and
Guy Mason were appointed at the end of the previous
term, and from April 2022 they are elected to serve
alongside other Board members until April 2026.
In 2022 the total remuneration for the members of the
Board amounted to EUR 119.7 thousand (2021 – EUR
100.0 thousand). In 2022 members of the Board were not
granted any shares, did not receive any loans, guarantees,
assets, premiums, tantiemes or any other benefits for
work as members of the Bord or salary for service at any
other company of the Group. They are not eligible for any
variable part of remuneration or for recovery of it.
REMUNERATION OF THE AUDIT COMMITTEE IN 2022
TITLE
MONTHLY SALARY FOR
2022, EUR
TOTAL FOR 2022, EUR
MONTHLY SALARY FOR
2021, EUR
TOTAL FOR 2021, EUR
Member 1
1,140.59
4,448.30
1,140.59
13,587.79
Member 2
856,92
1,668.74
856.92
10,382.33
Member 3
856,92
9,426.12
856.92
10,283.04
Member 4
1)
1,319.00
1,648.75
Member 5
1)
1,319.00
1,648.75
TOTAL
-
18,840.66
-
34,253.16
1)
On 24th of November 2022, until the end of term of
office of Company’s acting Supervisory Council, Robertas
Vyšniauskas and Mantas Šukevičius were elected as
Company’s Audit Committee members.
In 2022 the total remuneration for the independent
members of the Audit Committee amounted to EUR 18.8
thousand (in 2021 – EUR 34.3 thousand). In 2022 members
of the Audit Committee have not received any loans,
guarantees or assets, unpaid bonuses, tantiemes and
other benefits or salary for service at any other company
of the Group, were not granted any shares of the
Company. They are not eligible for any variable part of
remuneration or for recovery of it.
REMUNERATION OF THE REMUNERATION AND NOMINATION COMMITTEE IN 2022
TITLE
MONTHLY SALARY
FOR 2022, EUR
TOTAL FOR 2022, EUR
MONTHLY SALARY
FOR 2021, EUR
TOTAL FOR 2021, EUR
Member 1
660.00
825.00
-
-
Member 2
-
-
-
-
TOTAL
660.00
825.00
-
-
On 24
th
of November 2022, until the end of term of office
of Company’s acting Supervisory Council, Dovilė
Kavaliauskienė and Robertas Vyšniauskas were elected as
Company’s Remuneration and Nomination Committee
members.
AB KLAIPĖDOS NAFTA REPORT ON REMUNERATION
For the financial year ending on 31 December 2022
www.kn.lt | 125
In 2022 the total remuneration for the independent
members of the Remuneration and Nomination
Committee amounted to EUR 0.8 thousand. According to
Remuneration Policy Member 2 has not received any
compensation since the same person is already receiving
compensation as a member in Audit Committee. In 2022
members of the Remuneration and Nomination
Committee have not received any loans, guarantees or
assets, unpaid bonuses, tantiemes and other benefits or
salary for service at any other company of the Group, were
not granted any shares of the Company. They are not
eligible for any variable part of remuneration or for
recovery of it.
REMUNERATION OF THE CEO OF THE COMPANY IN 2022
The CEO of the Company is rewarded according to
provisions set in the Remuneration policy approved by the
Board of the Company and the Company’s Procedure for
rewarding bonuses to AB Klaipėdos nafta top
management employees.
The monthly salary of the CEO of the Company was set to
EUR 9,600 in August of 2022 (the monthly salary until July
of 2022 was EUR 9,200). Following the Remuneration
policy, the CEO is also eligible for receiving annual bonus
depending on the results of the Company and
achievement of the annual goals. The maximum bonus in
case all goals are achieved consists of 4 monthly salaries.
In 2022 variable pay for the CEO, was EUR 767 (monthly
equivalent of yearly bonus) (2021 – EUR 1,227 (monthly
equivalent of yearly bonus).
CHANGES IN THE COMPANY RESULTS AND AVERAGE MONTHLY SALARY OF ALL EMPLOYEES
2022
2022
adj.**
2021
2021
adj.**
2020
2020
adj.**
2019
2019
adj.**
Sales
74,722
74,722
58,633
58,633
77,474
77,474
104,138
104,138
Net profit (loss)
(6,732)
8,041
(64,917)
(48,084)
33,495
10,991
7,947
13,117
Average monthly
salary (gross), EUR
2,765
-
2,570
-
2,574
-
2,282
-
* Remuneration of Members of governing and supervisory bodies are not included.
** adj. – adjusted financial indicators/data are recalculated and presented by eliminating from net profit (loss) the following amounts: (1)
the impact of unrealised foreign currency exchange rates (forex) arising from IFRS 16 requirements, (2) respective impact of deferred
income tax arising from forex, and (3) impact of financial derivatives.
The Company’s 2022 average monthly salary of all
employees is 7.6% higher compared to 2021 (2022 – 2,765
EUR/month, 2021 – 2,570 EUR/month).
Average monthly salary of all employees of the Company
has been gradually growing for the last few years. Average
monthly salaries per employee category for 2021-2022
are provided below.
AVERAGE MONTHLY SALARIES OF THE EMPLOYEES OF THE GROUP AND THE COMPANY
EMPLOYEE CATEGORY
AVERAGE MONTHLY SALARY (GROSS), EUR
GROUP
GROUP
CHANGE,
%
COMPANY
COMPANY
CHANGE,
%
2022
2021
2022
2021
Managers
1)
5,501
5,061
8.7
5,621
5,459
3.0
Specialists
2,646
2,445
8.2
2,745
2,553
7.5
Workers
1,794
1,614
11.2
1,794
1,614
11.2
Total
2,728
2,506
8.9
2,765
2,570
7.6
1) The Company‘s managers include: Chief Executive Officer (CEO), Directors and Heads of Divisions. The following sums were calculated
for the remuneration to the Group‘s managers in 2022: EUR 3,651 thousand, in that amount taxes paid by the employer included EUR
186 thousand (when in 2021 were EUR 3,684 thousand from which EUR 177 thousand of taxes paid by the employer). The average annual
salary of manager of the Group amounted to EUR 67.6 thousand in 2022 (in 2021 – EUR 63.5 thousand).
2) The average monthly salary is calculated according to the average monthly wage calculation procedure as stated in the State
companies’ employees’ average monthly salary calculation procedure approved by the Government of Lithuania on 23 August 2002,
resolution No. 1341 and its subsequent changes.
2022
AB KLAIPĖDOS NAFTA
GOVERNANCE REPORT
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 127
CONTENT
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT INFORMATION ...................................................................................................................... 128
MANAGEMENT OF THE COMPANY .............................................................................................................................................................................. 129
OTHER GOVERNANCE INFORMATION ........................................................................................................................................................................ 139
INFORMATION ON COMPLIANCE WITH TRANSPARENCY GUIDELINES ...................................................................................................... 140
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 128
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT INFORMATION
AB Klaipėdos nafta aims to make its corporate
management and internal processes in a way to ensure
transparent, effective, and profitable activities and its
activities retain the trust of our stakeholders. The internal
control processes and management practices
implemented within the Company are in line with the best
management practice principles. This report provides
main information and principles regarding management
and related processes.
The Company’s management structure and managing
and supervisory bodies are described in detail in article
“Management of the Company of the annual report”. This
paragraph also contains information regarding corporate
management and organizational scheme, connection with
the other bodies and short description of the functions of
the each managing body.
In order for the management and supervision bodies of
the Company to exactly and clearly understand the
targets, directions and objectives the corporate strategy is
being prepared with purpose to foreseen long term
strategic goals and tasks. The Supervisory Council of the
Company is responsible for the approval of the strategy.
AB Klaipėdos nafta strategic goals are described in the
paragraph “The Corporate Strategy”. KN corporate
strategy until 2030 is available at: 2030.kn.lt.
The Company, acting in compliance with Article 21(3) of
the Law of the Republic of Lithuania on Securities and
paragraph 24.5 of the Listing Rules of AB NASDAQ Vilnius,
discloses how it complies with the Corporate Governance
Code for the Companies listed on NASDAQ Vilnius as well
as its specific provisions or recommendations in the
paragraph “AB Klaipėdos nafta Compliance with the
Corporate Governance Code”.
Company’s annual report of the year 2022 along with
Company’s governance report and explanatory notes of
the year 2022 financial statements are published in
AB Klaipėdos nafta official website (http://www.kn.lt) and
in AB NASDAQ Vilnius (www.nasdaqomxbaltic.com) Stock
Exchange.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 129
MANAGEMENT OF THE COMPANY
MANAGEMENT STRUCTURE
The Company follows the Law on Stock Companies, the
Law on Securities, Articles of Association of the Company,
and other legal acts of the Republic of Lithuania during its
operation.
The Company’s Articles of Association are registered in
the Register of Legal Entities and indicate the following
management bodies:
• The General Meeting of Shareholders
• The Supervisory Council
• The Board
• Chief Executive Officer (CEO, General
Manager)
ORGANIZATIONAL AND MANAGEMENT STRUCTURE OF THE COMPANY:
The General Meeting of Shareholders is the supreme
management body of the Company. Competences of the
General Meeting of Shareholders of the Company,
Shareholders’ rights, their implementation are identified
in the Law on Stock Companies and in the Article of
Association of the Company.
The Company’s CEO or authorised Head of any other
department of the Company always participates in the
Shareholders Meetings while the member of the
Supervisory Council and the CFO participate depending
on the questions addressed.
In the last ordinary general meeting of Shareholders of
the Company the following representatives of the
Company took part: Company’s CEO, Chairman of the
Supervisory Council, Chairman of the Board, Chief
Administrative and Corporate Governance Officer, Head
of the Legal Unit, Chief Financial Officer.
The Supervisory Council is a collegial supervisory body
which consists of 3 (three) members (at least 2 (two) being
independent), elected for the period of four years in the
General Meeting of Shareholders according to the
procedure established by the Law on Stock Companies.
The number of the terms of office a member may serve
on the Supervisory Council is not limited. The Supervisory
Council is a collegial body supervising the activities of the
Company, its status, competence, and functions have
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 130
been defined by the Law on Stock Companies and the
Articles of Association of the Company. Functions, rights
and duties of the Supervisory Council are detailed in the
Rules of Procedure of the Supervisory Council. The
Supervisory Council by its decision has formed an Audit
Committee, which consists of 3 (three) members elected
for the office term of the Supervisory Council. The
Regulation of the Audit Committee of AB Klaipėdos nafta,
approved by the Company’s Supervisory Council, regulate
functions, rights, and duties of the Audit Committee. The
key responsibilities of the Committee are to assist the
Supervisory Council in fulfilling its oversight
responsibilities in relation to financial reporting, the
effectiveness of the system of risk management and
internal control, monitoring the independence of both the
internal and external auditors and assessing their
performance and effectiveness. The Company’s head of
internal audit is functionally subordinate to the Audit
Committee and administratively subordinated to the CEO.
By the decision of the Supervisory Council of the
Company the members of Audit committee have been
elected until the end of office of the current Supervisory
Council. The Audit Committee is composed of 3
members, of which 1 is independent and 2 are
delegated members of the Supervisory Council. The
members are appointed until the end of the term of
office of the current Supervisory Council.
The Supervisory Council by its decision has formed
Remuneration and Nomination Committee, which
consists of 3 (three) members, elected for the office term
of the Supervisory Council. The Regulation of the
Remuneration and Nomination Committee of
AB Klaipėdos nafta, approved by the Company’s
Supervisory Council, regulate functions, rights, and duties
of the Remuneration and Nomination Committee. The
Remuneration and Nomination Committee acts as an
advisory body to the Company's Supervisory Council,
making recommendations on the Company's
remuneration policy, proposing to the Company the
criteria for assessing the performance of its executives,
and making other recommendations relating to
remuneration. The Remuneration and Nomination
Committee is composed of 3 members, of which 1 is
independent and 2 are delegated members of the
Supervisory Council. The members are appointed until
the end of the term of office of the current Supervisory
Council.
The Board is a collegial management body of the
Company consisting of 5 (five) members, who are elected
by the Supervisory Council for the period of 4 (four) years
with the requirement that at least 3 (three) members are
independent. The number of the terms of office a member
may serve on the Board is not limited. . The mandate of
the Board members has been determined by the Law on
Companies and the Articles of Association of the
Company.
The Chief Executive Officer (CEO) is a single person
managing body of the Company. The CEO is the main
person managing and representing the Company. The
duties and competence of the CEO have been determined
by the Law on Stock Companies and the Articles of
Association of the Company.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 131
MEMBERS OF THE SUPERVISORY COUNCIL AS AT 31 DECEMBER 2022
Robertas Vyšniauskas (independent member)
Chairman of the company’s Supervisory Council. Elected to the Supervisory Council on the 20
th
October 2022 by the Extraordinary General Meeting of Shareholders for a four-year term.
Education: Mykolas Romeris University, Faculty of Law, Master of Law (2010); Mykolas Romeris
University, Faculty of Law, Bachelor of Law (2004).
Participation in activities of other companies and organisations: since 2020, independent
member of the board of directors (until 09.11.2020) and general manager of UAB “Valstybės
investicinis kapitalas”; since 2020, independent member of the board of UAB “Vilniaus vystymo
kompanija”; since 2019, independent member of the board and member of the audit
committee of UAB “EPSO-G”; since 2019, lecturer at VŠĮ “Vilniaus universitetas”.
Robertas Vyšniauskas does not hold shares of AB “Klaipėdos nafta”.
Dovilė Kavaliauskienė (member)
Member of the Supervisory Council of the Company. Elected to the Supervisory Council on the
20th October 2022 by the Extraordinary General Meeting of Shareholders for a four-year term.
Education: Vilnius University, Faculty of Law, Master of Law (2016); Baltic Institute of Corporate
Governance, Corporate Governance Training for Public Sector (2022).
Participation in activities of other companies and organisations: since 2021, adviser to the Law
and Personnel Group of the Ministry of Energy of the Republic of Lithuania; from 2020 to 2021,
adviser to the Law and Personnel Division of the Ministry of Energy; from 2018 to 2020, adviser
to the Law Division of the Ministry of Energy; 2018, deputy head of the Law Division of the
Ministry of Energy; from 2016 to 2018 chief specialist, Electricity Energy Division, Ministry of
Energy; 2014, Legal Consultant, VšĮ „Vilniaus universiteto teisės klinika.
Dovilė Kavaliauskienė does not hold shares of AB “Klaipėdos nafta”.
Mantas Šukevičius (independent member)
Member of the Supervisory Council of the Company. Elected to the Supervisory Council on the
20th October 2022 by the Extraordinary General Meeting of Shareholders for a four-year term.
Education: Vilnius University, Faculty of Economics, Bachelor of Economics (Banking) (1997);
Vilnius University, Institute of International Relations and Political Science, Bachelor of Political
Science (1998); Vilnius University, Institute of International Relations and Political Science,
Master of European Union Studies (2000).
Participation in activities of other companies and organisations: since 2022, independent
member of the board of VĮ “Oro navigacija”; since 2022, independent member of the
supervisory board of JSCB “Qishloq Qurilish Bank”; since 2021, member of the board of UAB
“Victory Funds”; since 2020, director of MB “Buteo Invest”; since 2018, chairman of the
management board of AB “Detonas”.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 132
There were 10 meetings of Supervisory Council in 2022, which were attended by all Supervisory Council members. 8 of the
meetings were held by the previous Supervisory Council and 2 by the newly elected Supervisory Council.
SUPERVISORY COUNCIL ACTIVITY IN 2022
On 27 April 2022 the term of office of the previous
Supervisory Council with the members Eimantas Kiudulas,
Karolis Švaikauskas and Žaneta Kovaliova ended. The
Supervisory Council of the new term of office has been
elected and started its activities on 20 October 2022.
Newly elected Supervisory Council of the Company on its
first meeting elected independent Supervisory Council
member Robertas Vyšniauskas as a Chairman of
Supervisory Council.
During 2022 the Supervisory Council supervised the
activities of the Board and the CEO of the Company,
supervised implementation of annual internal audit plan.
Supervisory Council formed Audit Committee and
Remuneration and Nomination Committee, also
announced the selection of candidates for independent
Audit Committee member and Remuneration and
Nomination Committee and addressed other matters
assigned within its powers.
In addition to its regular tasks, the Supervisory Council in
2022 was also actively involved in the discussions about
the Company’s corporate governance and internal control
system functioning as well as risk management
improvement.
During 2022, the Supervisory Council carried out a
supervision on the preparation of the Company's strategy
for 2023-2050, as well as in accordance with its
competence provided suggestions and recommendations
in the process of preparation of quarterly financial
statements.
NAME
POSITION IN THE COMPANY
THE INDEPENDENCE
CRITERIA
CADENCE COMMENCEMENT
DATE
Eimantas Kiudulas
Chairman of the Supervisory
Council
Independent
From 27 April 2018 until 27 April
2022
Karolis Švaikauskas
Member of the Supervisory
Council
-
From 10 April 2020 until 27 April
2022
Žaneta Kovaliova
Member of the Supervisory
Council
Independent
From 20 November 2020 until
27 April 2022
Robertas Vyšniauskas
Chairman of the Supervisory
Council
Independent
From the 20 October 2022
Dovilė Kavaliauskienė
Member of the Supervisory
Council
-
From the 20 October 2022
Mantas Šukevičius
Member of the Supervisory
Council
Independent
From the 20 October 2022
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 133
MEMBERS OF THE AUDIT COMMITTEE AS AT 31 DECEMBER 2022
Robertas Vyšniauskas (independent member)
Member of the Company's Audit Committee, elected by decision of the Supervisory Council
from 24 November 2022 until the end of the term of office of the Company's current Supervisory
Council.
Education: Mykolas Romeris University, Faculty of Law, Master of Law (2010); Mykolas Romeris
University, Faculty of Law, Bachelor of Law (2004).
Participation in activities of other companies and organisations: since 2020, independent
member of the board of directors (until 09.11.2020) and general manager of UAB “Valstybės
investicinis kapitalas”; since 2020, independent member of the board of UAB “Vilniaus vystymo
kompanija”; since 2019, independent member of the board and member of the audit committee
of UAB “EPSO-G”; since 2019, lecturer at VŠĮ “Vilniaus universitetas”
Robertas Vyšniauskas does not hold shares of AB “Klaipėdos nafta”.
Mantas Šukevičius (independent member)
Member of the Company's Audit Committee, elected by decision of the Supervisory Council
from 24 November 2022 until the end of the term of office of the Company's current Supervisory
Council.
Education: Vilnius University, Faculty of Economics, Bachelor of Economics (Banking) (1997);
Vilnius University, Institute of International Relations and Political Science, Bachelor of Political
Science (1998); Vilnius University, Institute of International Relations and Political Science,
Master of European Union Studies (2000).
Participation in activities of other companies and organisations: since 2022, independent
member of the board of VĮ “Oro navigacija”; since 2022, independent member of the supervisory
board of JSCB “Qishloq Qurilish Bank”; since 2021, member of the board of UAB “Victory Funds”;
since 2020, director of MB “Buteo Invest”; since 2018, chairman of the management board of
AB “Detonas”.
On 24
th
of November 2022 until the end of term of office of Company’s acting Supervisory Council, Robertas Vyšniauskas
and Mantas Šukevičius were elected as Company’s Audit Committee members. The Company also announced the selection
of one independent member to the Audit Committee.
During the year 2022, 8 Audit Committee meetings have been arranged where all Audit Committee members have
participated. 7 of the meeting were held by the previous Audit Committee and 1 by the newly elected Audit Committee.
NAME
POSITION IN THE
COMPANY
THE INDEPENDENCE
CRITERIA
CADENCE COMMENCEMENT
DATE
Žaneta Kovaliova
Chairperson of the Audit
Committee
Independent
From 8 December until 27 April
2022
Laura Garbenčiūtė-Bakienė
Member of the Audit
Committee
Independent
From 21 August 2018 until 25
February 2022
Žana Kraučenkienė
Member of the Audit
Committee
Independent
From 3 December 2018 until 1
December 2022
Robertas Vyšniauskas
Member of Audit Committee
Independent
From the 24 November 2022
Mantas Šukevičius
Member of Audit Committee
Independent
From the 24 November 2022
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 134
AUDIT COMMITTEE ACTIVITY IN 2022
During the year 2022, the Committee closely monitored
the financial reporting process and audit of consolidated
financial statements of the Group. The Committee
assessed whether appropriate accounting policies have
been adopted throughout the accounting period,
assessed the effectiveness of the financial statement audit
process.
The Committee also monitored internal control and risk
management system, reviewed and assessed the
effectiveness of the group's risk assessment and
management system, discussed significant changes in the
internal control system.
The Audit Committee also considered the external and
internal audit plans of 2022, their results, and the
assessments of the Group's internal control, including the
control of financial statements, Committee also
monitored the independence of the auditors.
MEMBERS OF THE REMUNERATION AND NOMINATION COMMITTEE AS AT 31 DECEMBER 2022
Robertas Vyšniauskas (independent member)
Member of the Company's Audit Committee, elected by decision of the Supervisory Council
from 24 November 2022 until the end of the term of office of the Company's current Supervisory
Council.
Education: Mykolas Romeris University, Faculty of Law, Master of Law (2010); Mykolas Romeris
University, Faculty of Law, Bachelor of Law (2004).
Participation in activities of other companies and organisations: since 2020, independent
member of the board of directors (until 09.11.2020) and general manager of UAB “Valstybės
investicinis kapitalas”; since 2020, independent member of the board of UAB “Vilniaus vystymo
kompanija”; since 2019, independent member of the board and member of the audit committee
of UAB “EPSO-G”; since 2019, lecturer at VŠĮ “Vilniaus universitetas”
Robertas Vyšniauskas does not hold shares of AB “Klaipėdos nafta”.
Dovilė Kavaliauskienė (member)
Member of the Supervisory Council of the Company. Elected to the Supervisory Council on the
20th October 2022 by the Extraordinary General Meeting of Shareholders for a four-year term.
Education: Vilnius University, Faculty of Law, Master of Law (2016); Baltic Institute of Corporate
Governance, Corporate Governance Training for Public Sector (2022).
Participation in activities of other companies and organisations: since 2021, adviser to the Law
and Personnel Group of the Ministry of Energy of the Republic of Lithuania; from 2020 to 2021,
adviser to the Law and Personnel Division of the Ministry of Energy; from 2018 to 2020, adviser
to the Law Division of the Ministry of Energy; 2018, deputy head of the Law Division of the
Ministry of Energy; from 2016 to 2018 chief specialist, Electricity Energy Division, Ministry of
Energy; 2014, Legal Consultant, VšĮ „Vilniaus universiteto teisės klinika.
Dovilė Kavaliauskienė does not hold shares of AB “Klaipėdos nafta”.
REMUNERATION AND NOMINATION COMMITTEE ACTIVITY IN 2022
On 24
th
of November 2022 until the end of term of office
of Company’s acting Supervisory Council, Robertas
Vyšniauskas and Dovilė Kavaliauskienė were elected as
Company’s Remuneration and Nomination Committee
members. The Company also announced the selection of
one independent member to the Remuneration and
Nomination Committee.
During the year 2022, there were no meetings of the
Committee arranged.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 135
MEMBERS OF THE BOARD AS AT 31 DECEMBER 2022
Edvinas Katilius (chairman, independent member)
Independent member, Chairman of the Board of the Company, appointed to the Board by the
Supervisory Council as of 25 April 2022.
Education: IMD Business School, Switzerland, MBA (2002); Aalborg University, Denmark,
International business MBA course (1994); Vilnius University, Lithuania, diploma in
Econometrics (1993).
Current professional activity: PMI (Philip Morris International) Global Duty Free, Vice
president (2017 – now)
Edvinas Katilius does not hold shares of AB “Klaipėdos nafta”.
Alfonso Morriello (independent member)
Independent member of the Board of the Company, appointed to the Board by the Supervisory
Council as of 25 April 2022.
Education: INSEAD, MBA (2001); University La Sapienza, Rome, MSc Electronics Engineering
(1996).
Current professional activity: AXEGAZ Trading & Technologies S.A.S. Chief Executive Officer
(2020 – now)
Alfonso Morriello does not hold shares of AB “Klaipėdos nafta”.
Jūratė Lingienė (independent member)
Independent member of the Board of the Company, appointed to the Board by the Supervisory
Council as of 25 April 2022.
Education: ACCA (The Association of Chartered Certified Accountants) (1999 – 2004), UK ACCA
Member – Certified Accountant (FCCA); Vilnius University, Master’s degree in Finance (1997 –
1999); Vilnius University, Bachelor degree in Audit and Accounting (1993 – 1997).
Current professional activity: SEB (Sweden) CFO for Technology and Staff functions (2015 –now)
Jūratė Lingienė does not hold shares of AB “Klaipėdos nafta”.
Karolis Švaikauskas (member)
Member of the Board of the Company, appointed to the Board by the Supervisory Council as
of 12 May 2022.
Education: Vytautas Magnus University, Faculty of Political Science and Diplomacy, Master’s
Degree in Political Science, Baltic Region Studies (2011); Humboldt University of Berlin
(Germany), Scandinavian and Northern European Studies (2010); Vytautas Magnus University,
Faculty of Humanities, Bachelor's degree in Historical Sciences (2009).
Current professional activity: member of the management board of AB „Amber Grid“ (2022 –
now);
Head of the Energy Competitiveness Group of the Ministry of Energy of the Republic of
Lithuania (2019 – now); Karolis Švaikauskas does not hold shares of AB “Klaipėdos nafta”.
Guy Mason (independent member)
Independent member of the Board of the Company, appointed to the Board by the Supervisory
Council as of 25 April 2022.
Education: Engineering science and technology, Loughborough University (1986)
Current professional activity: non-executive director and Chair of remuneration committee,
Windward Limited (2021 - now). Trustee and Chair of the Board for International Foundation
for Aids to Navigation (2022-now).
Guy Mason does not hold shares of AB “Klaipėdos nafta”.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 136
The newly elected Board of AB “Klaipėdos nafta” took
office in 2022 April. Board members, Edvinas Katilius and
Guy Mason were appointed at the end of the previous
term, and from April 2022 they are elected to serve
alongside other Board members until April 2026.
BOARD ACTIVITY
The newly elected Board reviewed the strategic,
operational, financial, reputational, and safety issues
throughout the year on a regular basis. In addition, The
Board monitored the Company’s financial and strategic
goals against the annual plan for 2022 quarterly and
approved the yearly plan for 2023 after taking into
account management’s assumptions.
The Board held 16 meetings in 2022, 4 of which were held
in writing. 6 of the meetings were held by the previous
Board and 10 by the newly elected Board. The Board
adopted 43 decisions in 2022.
During 2022 the Board started to prepare the long-term
strategy of the Company and participated in numerous
discussions with the management.
The Board oversaw the Company’s risks and reviewed
management judgments about specific ones. During the
year, 4 Risk reports were approved.
The Board discussed issues related with global LNG
projects.
The Board made significant decision regarding long-term
LNG supply project and approved the main terms and
conditions of FSRU Independence purchase agreement
(22 February 2022)
The Board was also involved in transactions of the
Company. The Board engaged by approving the main
terms and conditions or by supporting the management
with the strategic advice, such as:
• Approval of an engagement of AB Klaipėdos nafta
into a new business activity and conclusion of new
services agreement with LLC Okko Business-partner
(13 July 2022)
Main terms and conditions of Regulations for use of the
liquefied natural gas terminal of the Company were
amended several times in 2022.
NAME
POSITION IN THE COMPANY
THE INDEPENDENCE
CRITERIA
BOARD MEMBER FROM THE DATE
Giedrius Dusevičius
Chairman of the Board
Independent
From the 30 December 2016 until
24 April 2022
Dainius Bražiūnas
Member of the Board
-
From the 25 July 2014 until 24 April
2022
Mantas Bartuška
Member of the Board
-
From the 25 September 2014 until
24 April 2022
Bjarke Pålsson
Member of the Board
Independent
From the 24 January 2017 until 1
February 2022
Guy Mason
Member of the Board
Independent
From the 1 December 2021
Edvinas Katilius
Chairman of the Board
Independent
From 2 February 2022
Alfonso Morriello
Member of the Board
Independent
From 25 April 2022
Jūratė Lingienė
Member of the Board
Independent
From 25 April 2022
Karolis Švaikauskas
Member of the Board
-
From 12 May 2022
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 137
The Board members attended the meetings in 2022:
✓ Attended
Not attended
- Was not a member of the Board
No
Date of the meeting
Edvinas
Katilius
Guy
Mason
Jūratė
Lingienė
Alfonso
Moriello
Karolis
Švaikauskas
1.
January 5 (in writing)
-
✓
-
-
-
2.
January 12
-
✓
-
-
-
3.
February 02
✓
✓
-
-
-
4.
March 04
✓
✓
-
-
-
5.
March 24
✓
✓
-
-
-
6.
April 20
✓
✓
✓
✓
-
7.
May 13
✓
✓
✓
✓
✓
8.
July 13 (in writing)
✓
✓
✓
✓
9.
July 27
✓
✓
✓
✓
✓
10.
September 05
✓
✓
✓
✓
✓
11.
September 29 (in
writing)
✓
✓
✓
✓
✓
12.
October 10 (in
writing)
✓
✓
✓
✓
13.
October 21
✓
✓
✓
✓
✓
14.
November 21
✓
✓
✓
✓
✓
15.
December 9
✓
✓
✓
✓
✓
16.
December 20
✓
✓
✓
✓
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 138
THE DIRECTORS OF THE COMPANY AS AT 31 DECEMBER 2022
Darius Šilenskis
(born 1981) – Chief Executive Officer. Works at the Company since 28 September 2015. Education:
Baltic Management Institute, Master of executives international business management (EMBA),
(2013), Vytautas Magnus University, Master of business administration (2013), Mykolas Riomeris
university, Master of law (2006, Law and management studies), Bachelor of law (2004, International
law if the Sea studies). Participation in activities of other companies and organisations: member of
the board of directors of the Association of Lithuanian Stevedoring Companies, member of the
board of Lithuanian Maritime Cluster, chairman of the Lithuanian LNG Platform, VŠĮ "Vilniaus teisės
institutas" founder and venturer (owns 50% rights of venture), UAB “Afinta” shareholder (owns 50%
of the shares). The share of AB Klaipėdos nafta held by Darius Šilenskis is less than 5%; no in the
related companies of AB Klaipėdos nafta.
Mindaugas Kvekšas
(born 1986) – Chief Financial Officer. Works at the Company since 16 August 2021. Education: The
Stockholm School of Economics in Riga (Latvia), BSc in Economics and Business (2007). Baltic
Institute of Corporate Governance, Professional Board Member Certificate (2020). Participation in
activities of other companies and organisations: Independent Member of the Board of Municipal
enterprise Vilnius Waste System Administrator (VASA SĮ). Mindaugas Kvekšas does not own shares
in AB Klaipėdos nafta or other companies when the number of shares held exceeds 5% of all shares
in the company.
Linas Kilda
(born 1972) – LNG Business Development Director. Appointed as LNG Business Development
Director from 3 August 2020. Education: Institute of Geology and Geography, PhD (Physical
Sciences) (2002); University of Aberdeen, Master of Petroleum Geology (1998); Vilnius University,
Engineering geologist and hydrogeologist (1995). No participation in other companies’
management. The share of AB Klaipėdos nafta held by Linas Kilda is less than 5%; no in the related
companies of AB Klaipėdos nafta.
Dainius Čiuta
(born 1975) – Chief Operations Officer. Appointed as Chief Operations Officer from 5 November
2020. Education: Baltic Management Institute (BMI), International Executive Master of Business
Administration (EMBA) (2013); Kaunas University of Technology, Master of Chemical Technology
Engineering (1999); Klaipeda University, Bachelor of Chemical Technology (1997). Participation in
the activities of other companies, institutions and organizations: member of the board of children’s
football club “FK Atmosfera”; member of the Energy Committee of Lithuanian Confederation of
Industrialists. Dainius Čiuta does not own shares in AB Klaipėdos nafta or other companies when
the number of shares held exceeds 5% of all shares in the company.
Mindaugas Navikas
(born 1979) – Chief Sales Officer. Appointed as a Chief Sales Officer from 8 September 2020.
Education: Stockholm School of Economics in Riga (SSE), Master of Business Management (EMBA)
(2018); Vilnius University, International Business School, Master of International Business
Management (2006); Vilnius University, Bachelor of Business Management (2002). No participation
in other companies’ management. The share of AB Klaipėdos nafta held by Mindaugas Navikas is
less than 5%; no in the related companies of AB Klaipėdos nafta.
Rytis Valūnas
(born 1985) – Chief Administrative and Corporate Governance Officer. Works at the Company since
15 September 2012. Education: Baltic Institute of Corporate Governance, Professional Board
Member Certificate (2015); The Fletcher School of Law and Diplomacy/Harvard Law School, LL.M.
(2011); Mykolas Romeris University/Ghent University, MA in International Law (2009); Mykolas
Romeris University, BA in Law (2007). The share of AB Klaipėdos nafta held by Rytis Valūnas is less
than 5%; no in the related companies of AB Klaipėdos nafta.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 139
No members of the Company‘s management have been
convicted of crimes against property, business or finances.
Information about managers’ salary for the year 2022 is
stated in chapter “Information about the employees of the
Group“ in the Annual Report.
OTHER GOVERNANCE INFORMATION
INFORMATION ON MAJOR SHARE PACKAGES
CONTROLLED EITHER DIRECTLY OR INDIRECTLY.
Details of the shares are provided in chapter "Information
about investment into other companies in the Annual
Report.
INFORMATION ON TRANSACTIONS WITH RELATED
PARTIES
No transaction with related parties as provided for in art.
37(2) of the Law on Companies of the Republic of
Lithuania was concluded in 2022.
INFORMATION ON SHAREHOLDERS HAVING SPECIAL
CONTROL RIGHTS.
All shares of the Company are of one class ordinary
registered shares granting their owners (shareholders)
equal rights. Details of the shares are provided in chapter
"Shareholders and Shares of the Company” in the Annual
Report.
INFORMATION OF AMENDMENTS TO THE COMPANY‘S
ARTICLES OF ASSOCIATION
During 2022, no amendments to the Articles of
Association AB Klaipėdos nafta were registered in the
Register of Legal Entities.
INFORMATION ON ALL AGREEMENTS BETWEEN
SHAREHOLDERS
The Company does not have any information on
agreements between shareholders.
INFORMATION ON THE VARIED POLICY APPLICABLE TO
THE ELECTION OF THE COMPANY‘S CHIEF MANAGER,
THE MEMBERS OF GOVERNING AND SUPERVISORY
COUNCILS
The Company does not have the variety policy applicable
to the election of the chief manager and the members of
governing and supervisory bodies. During the procedure
of selection of candidates to the Company‘s board of
directors, governing and Supervisory Councils, the
candidates shall be subject to requirements that do not
discriminate a candidate on grounds of age, sex,
education, or professional experience. During the
selection of a candidate, the Company does not set any
restrictions for nomination of a candidature on grounds
of sex or age.
Considering the specificity of the Company‘s business
activity and the status of a state-owned company,
unbiased requirements which are only related to the
functions and competences of the members of a
governing or Supervisory Councils and the professional
experience and education proportionate to these
functions and competences are set.
General and independence requirements to candidates to
the Company‘s Supervisory Council are set by the
Description of Selection of Candidates to the Boards of
State or Municipal Companies and Candidates to the
Collegial Supervisory or Governing Board of a Company
That Is under Control of a State or Municipal Company
Elected by the General Meeting as adopted by Decision
No 631 of 17 June 2015 of the Government of the
Republic of Lithuania.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 140
INFORMATION ON COMPLIANCE WITH TRANSPARENCY GUIDELINES
AB Klaipėdos nafta complies with the 2010 July 14
Government Resolution No. 1052 “On the Approval of the
Description of the Guidelines for Ensuring the
Transparency of the Activities of State-Owned
Enterprises” (hereinafter – the Transparency Guidelines).
The Transparency Guidelines are mandatory for the
Company, as the Company is a state-owned enterprise
(hereinafter – SOE).
The implementation of the transparency guidelines in the
Company is mainly ensured through the information
disclosed in the annual report and the disclosure of
information on the Company's websites by disclosing and
providing information in a format that is accessible and
understandable to stakeholders.
Article 3 of the Transparency Guidelines states that SOEs
which are listed on AB Nasdaq Vilnius comply with the
provisions of the Corporate Governance Code related to
public disclosure of information. Information on the
Company's compliance with the provisions of this Code is
disclosed in the Company's management report.
BELOW IS THE STRUCTURED INFORMATION ON THE IMPLEMENTATION OF THE TRANSPARENCY GUIDELINES:
INFORMATION / OTHER REQUIREMENTS MUST BE PUBLISHED ON THE COMPANY'S WEBSITE (WWW.KN.LT):
COMPLYING PARTIALLY COMPLYING NOT COMPLYING
Name, code and register of the Company, where data
about the Company is collected and stored, registered
office (address)
Legal status, if the Company is reorganized (the method of
reorganization is indicated), liquidated, is about to go
bankrupt, or already bankrupt
Information about the institution representing the state
Activity plans, vision, and mission
Organizational structure
Details about the manager of the company *
Details about the chairman of the Board and its members
*
Details about the chairman of the Supervisory Council and
its members *
Names of the committees, details about their chairs and
members *
Amount of nominal values of state-owned shares (in euros
to the nearest euro cent) and share (in percent) in the
authorized capital of the Company
Information on social responsibility initiatives and measures,
important ongoing or planned investment projects
Special obligations are fulfilled, which are determined in
accordance with the recommendations approved by the
Ministry of Economy and Innovation of the Republic of
Lithuania: the purpose of special obligations, state budget
appropriations and legal acts allocating them to the
special obligation and regulated pricing
If the Company is a participant in other legal entities (does
not apply to subsidiaries) name, code and register of such
legal entities, where the data on the Company is collected
and stored, registered office (address), website addresses
The set of the Company's annual financial statements, the
Company's annual report, as well as the report of the
auditor of the Company's annual reports must be
published on the Company's website within 10 working
days from the approval of the set of annual financial
statements.
Sets of the Company's interim financial statements, the
Company's interim reports must be published on the
website no later than within 2 months after the end of the
reporting period
* The following data is published: name, surname, date of commencement of current positions, other current management positions in
other legal entities, education, qualification, professional experience; it shall be indicated whether a member of the collegial body has
been elected or appointed as an independent member.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 141
TAKING INTO ACCOUNT THAT THE COMPANY IS THE PARENT COMPANY, THE FOLLOWING INFORMATION MUST BE
PUBLISHED ON THE COMPANY'S WEBSITE (WWW.KN.LT):
The structure of the Group of companies
Subsidiaries and subsequent subsidiaries of the Company:
Name, code and register of the Company, where data
about the Company are collected and stored, registered
office (address)
Share held by the Company (percentage) in the authorized
capital of subsidiary companies
Website addresses
Annual consolidated financial statements and consolidated
annual reports
THE FOLLOWING DOCUMENTS / OTHER REQUIREMENTS MUST BE PUBLISHED ON THE COMPANY'S WEBSITE (WWW.KN.LT):
Articles of Association
Letter from the Ministry of Energy on the establishment of
the Company's goals and expectations for the Company
Business strategy or a summary thereof in cases where the
business strategy contains confidential information or
information which is considered a commercial (industrial)
secret
Remuneration policy, which includes the determination of
the remuneration of the head of the Company and the
remuneration of the members of the collegial bodies and
committees formed by the Company
Company's annual and interim reports
Sets of annual and interim financial statements for a period
of at least 5 years and the auditor's report of the annual
financial statements
The above documents are published in PDF format and it
is technically possible to print them
OTHER REQUIREMENTS MUST BE PUBLISHED / FULFILLED IN THE SETS OF FINANCIAL STATEMENTS AND NOTICES:
The Company maintains its accounting records in a
manner that ensures that financial statements are
prepared in accordance with International Accounting
Standards
The Company prepares a set of 6-month interim financial
statements
In addition to the annual report, the Company prepares an
additional 6-month interim report
IN ADDITION TO THE CONTENT REQUIREMENTS ESTABLISHED IN THE LAW ON FINANCIAL REPORTING OF COMPANIES OF
THE REPUBLIC OF LITHUANIA, THE COMPANY'S ANNUAL REPORT MUST ADDITIONALLY PROVIDE:
Brief description of the Company's business model
Results of the implementation of the objectives set in the
operational strategy
Information on significant events that occurred during and
after the financial year (prior to the preparation of the
annual report) and that were material to the Company's
operations
For state-owned enterprises that are not required to prepare
a CSR report, it is recommended that information on
environmental, social and personnel, human rights, anti-
corruption, and anti-bribery issues be provided in the annual
report or annual activity report, as appropriate.
Profitability, liquidity, asset turnover, debt ratios
Implementation of the company's risk management policy
Implementation of investment policy, ongoing and
planned investment projects, and investments during the
reporting year
Total annual salary fund, average monthly salary by current
position and / or division
Implementation of dividend policy
Implementation of remuneration policy
The consolidated annual report contains the structure of
the group of companies, as well as the name, code and
register of each subsidiary, which collects and stores data
about the Company, registered office (address), shares
(percentage) in the subsidiary's share capital, financial and
non-financial results for the financial year.
The Company's interim report provides a brief description of
the Company's business model, analysis of financial results
for the reporting period, information on significant events
during the reporting period, as well as profitability, liquidity,
asset turnover, debt ratios and their changes compared to
the corresponding period last year.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 142
AB KLAIPĖDOS NAFTA COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The public limited liability company AB Klaipėdos nafta
(hereinafter referred to as the “Company”), acting in
compliance with Article 22(3) of the Law of the Republic
of Lithuania on Securities and paragraph 24.5 of the
Listing Rules of AB NASDAQ Vilnius, hereby discloses how
it complies with the Corporate Governance Code for the
Companies listed on NASDAQ Vilnius as well as its specific
provisions or recommendations. In case of
non-compliance with this Code or some of its provisions
or recommendations, the specific provisions or
recommendations that are not complied with must be
indicated and the reasons for such non-compliance must
be specified. In addition, other explanatory information
indicated in this form must be provided.
FORM OF THE GOVERNANCE REPORT OF THE COMPANY:
PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate
governance framework should protect the rights of shareholders.
1.1. All shareholders should be provided with access to the
information and/or documents established in the legal acts on equal
terms. All shareholders should be furnished with equal opportunity
to participate in the decision-making process where significant
corporate matters are discussed.
Yes
All information that must be made
public in accordance with legal acts
is published through the
information system of the Vilnius
Stock Exchange and / or on the
Company's website. The place, date
and time of the General Meeting of
Shareholders convened by the
Company shall be determined in
order to enable the shareholders to
participate in making decisions
important to the Company.
The procedure for submitting
documents and other information
to shareholders is established in
Article 5 of the Company's Articles
of Association.
1.2. It is recommended that the company’s capital should consist
only of the shares that grant the same rights to voting, ownership,
dividend and other rights to all of their holders.
Yes
All shares of the Company are
ordinary registered shares with a
nominal value of EUR 0.29 (EUR 29
cents) per share.
1.3. It is recommended that investors should have access to the
information concerning the rights attached to the shares of the new
issue or those issued earlier in advance, i.e. before they purchase
shares.
Yes
The Company's Articles of
Association, which are publicly
available on the Company's
website, specify the rights granted
by the shares.
1.4. Exclusive transactions that are particularly important to the
company, such as transfer of all or almost all assets of the company
which in principle would mean the transfer of the company, should
be subject to approval of the general meeting of shareholders.
Yes
Article 16.4 of the Company's
Articles of Association indicate the
cases when the approval of the
General Meeting of Shareholders is
required.
AB KLAIPĖDOS NAFTA GOVERNANCE REPORT
For the financial year ending on 31 December 2022
www.kn.lt | 143
PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
1.5. Procedures for convening and conducting a general meeting of
shareholders should provide shareholders with equal opportunities
to participate in the general meeting of shareholders and should not
prejudice the rights and interests of shareholders. The chosen venue,
date and time of the general meeting of shareholders should not
prevent active participation of shareholders at the general meeting.
In the notice of the general meeting of shareholders being
convened, the company should specify the last day on which the
proposed draft decisions should be submitted at the latest.
Yes
The Company convenes the
General Meeting of Shareholders
and implements other procedures
of the Meeting in accordance with
the Law on Companies of the
Republic of Lithuania and provides
all shareholders with equal
opportunities to participate in the
meeting, get acquainted with draft
resolutions and material required
for decision-making.
1.6. With a view to ensure the right of shareholders living abroad to
access the information, it is recommended, where possible, that
documents prepared for the general meeting of shareholders in
advance should be announced publicly not only in Lithuanian
language but also in English and/or other foreign languages in
advance. It is recommended that the minutes of the general meeting
of shareholders after the signing thereof and/or adopted decisions
should be made available publicly not only in Lithuanian language
but also in English and/or other foreign languages. It is
recommended that this information should be placed on the website
of the company. Such documents may be published to the extent
that their public disclosure is not detrimental to the company or the
company’s commercial secrets are not revealed.
Yes
All documents and information
related to the General Meeting of
Shareholders, including notices of
meetings to be convened, draft
resolutions, resolutions of the
Meetings, are publicly available in
Lithuanian and English through
Nasdaq Vilnius and the Company's
website.
1.7. Shareholders who are entitled to vote should be furnished with
the opportunity to vote at the general meeting of shareholders both
in person and in absentia. Shareholders should not be prevented
from voting in writing in advance by completing the general voting
ballot.
Yes
All shareholders may exercise their
right to participate in the General
Meeting of Shareholders in
accordance with the procedure
established by legal acts and this
right is unlimited. The Company
provides information on the
implementation of this right in the
notice on convening the General
Meeting of Shareholders.
1.8. With a view to increasing the shareholders’ opportunities to
participate effectively at general meetings of shareholders, it is
recommended that companies should apply modern technologies
on a wider scale and thus provide shareholders with the conditions
to participate and vote in general meetings of shareholders via
electronic means of communication. In such cases the security of
transmitted information must be ensured, and it must be possible to
identify the participating and voting person.
No
Taking into account the structure of
the shareholders (controlling
interest is owned by the
Government of the Republic of
Lithuania) and the valid regulations
for organisation of the meeting of
shareholders ensuring full advance
publication of the material of the
General Meeting of Shareholders
and publicity of the decisions
adopted by the shareholders
(publishing all this information on
the website of SC Nasdaq Vilnius
Stock Exchange) and the
opportunity to vote in advance,
there is no necessity to additionally
install costly system of IT, which
would give the opportunity for the
shareholders to vote during the
meeting of the shareholders using
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NOT
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telecommunication terminal
equipment. Currently, there are no
measures in place to ensure proper
identification of voters.
1.9. It is recommended that the notice on the draft decisions of the
general meeting of shareholders being convened should specify new
candidatures of members of the collegial body, their proposed
remuneration and the proposed audit company if these issues are
included into the agenda of the general meeting of shareholders.
Where it is proposed to elect a new member of the collegial body, it
is recommended that the information about his/her educational
background, work experience and other managerial positions held
(or proposed) should be provided.
Yes
Information about the candidates
to the Company's collegial bodies
is provided in accordance with the
procedure established by legal acts.
In accordance with the established
procedure, the suitability of
candidates is assessed by the
selection board.
The name of the proposed audit
firm and the remuneration for the
audit services shall be provided to
the General Meeting of the
Shareholders in advance as a draft
resolution.
1.10. Members of the company’s collegial management body, heads
of the administration
2
or other competent persons related to the
company who can provide information related to the agenda of the
general meeting of shareholders should take part in the general
meeting of shareholders. Proposed candidates to member of the
collegial body should also participate in the general meeting of
shareholders in case the election of new members is included into
the agenda of the general meeting of shareholders.
Yes
The last General Meeting of
Shareholders was attended by the
Chairman of the Board of the
Company, Chief Executive Officer of
the Company, Chief Administrative
and Corporate Governance Officer
and Head of the Legal Department.
Principle 2: Supervisory board
2.1. Functions and liability of the supervisory board
The supervisory board of the company should ensure representation of the interests of the company and its
shareholders, accountability of this body to the shareholders and objective monitoring of the company’s
operations and its management bodies as well as constantly provide recommendations to the management bodies
of the company.
The supervisory board should ensure the integrity and transparency of the company’s financial accounting and
control system.
2.1.1. Members of the supervisory board should act in good faith,
with care and responsibility for the benefit and in the interests of the
company and its shareholders and represent their interests, having
regard to the interests of employees and public welfare.
Yes
The obligations specified in the
recommendation are embedded in
the agreement on the activities of
an independent member of the
Supervisory Board. The form of the
agreement is approved by the
Company's General Meeting of
Shareholders.
2
For the purposes of this Code, heads of the administration are the employees of the company who hold top level
management positions.
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2.1.2. Where decisions of the supervisory board may have a different
effect on the interests of the company’s shareholders, the
supervisory board should treat all shareholders impartially and fairly.
It should ensure that shareholders are properly informed about the
company’s strategy, risk management and control, and resolution of
conflicts of interest.
Yes
The agreements with the members
of the Supervisory Board stipulates
that each independent member of
the Supervisory Board has a duty to
act in the interests of the Company
and all its shareholders.
2.1.3. The supervisory board should be impartial in passing decisions
that are significant for the company’s operations and strategy.
Members of the supervisory board should act and pass decisions
without an external influence from the persons who elected them.
Yes
The Supervisory Board of the
Company acts independently in
accordance with the requirements
of legal acts when making decisions
that are significant to the
Company's activities and strategy.
2.1.4. Members of the supervisory board should clearly voice their
objections in case they believe that a decision of the supervisory
board is against the interests of the company. Independent
3
members of the supervisory board should: a) maintain
independence of their analysis and decision-making; b) not seek or
accept any unjustified privileges that might compromise their
independence.
Yes
The members of the Supervisory
Board have the right to express
their opinion on all the agenda of
the meeting in accordance with the
Rules of Procedure of the
Company's Supervisory Board,
which must be duly reflected in the
minutes of the meeting.
The obligations specified in the
recommendation are embedded in
the agreement on the activities of
an independent member of the
Supervisory Board.
3
For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the
criteria of unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania.
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2.1.5. The supervisory board should oversee that the company’s tax
planning strategies are designed and implemented in accordance
with the legal acts in order to avoid faulty practice that is not related
to the long-term interests of the company and its shareholders,
which may give rise to reputational, legal or other risks.
Yes
The Supervisory Board of the
Company in the exercise of its
competence to supervise the
activities of the Company's
management bodies, also performs
the duties specified in the
recommendation.
2.1.6. The company should ensure that the supervisory board is
provided with sufficient resources (including financial ones) to
discharge their duties, including the right to obtain all the necessary
information or to seek independent professional advice from
external legal, accounting or other experts on matters pertaining to
the competence of the supervisory board and its committees.
Yes
The Company ensures the
provision of the Supervisory Board
with the resources necessary for its
activities (provides technical
support during the meetings of the
Supervisory Board, provides all the
necessary information). The Articles
of Association of the Company
stipulate that the Board must
submit to the Supervisory Board
the documents related to the
activities of the Company
requested by it. The right to
information is also detailed in the
contract for the activities of a
member of the Supervisory Board.
2.2. Formation of the supervisory board
The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest
and effective and fair corporate governance.
2.2.1. The members of the supervisory board elected by the general
meeting of shareholders should collectively ensure the diversity of
qualifications, professional experience and competences and seek
for gender equality. With a view to maintain a proper balance
between the qualifications of the members of the supervisory board,
it should be ensured that members of the supervisory board, as a
whole, should have diverse knowledge, opinions and experience to
duly perform their tasks.
Yes
According to the Law on
Companies of the Republic of
Lithuania, the Supervisory Board is
elected, and the qualifications of its
members are assessed at the
General Meeting of Shareholders.
2.2.2. Members of the supervisory board should be appointed for a
specific term, subject to individual re-election for a new term in
office in order to ensure necessary development of professional
experience.
Yes
The members of the Company's
Supervisory Board are elected for a
maximum term of 4 years specified
in the Law on Companies of the
Republic of Lithuania.
The Articles of Association of the
Company provide for the possibility
to recall the entire Supervisory
Board or its individual members
before the end of the term of office
of the Supervisory Board.
2.2.3. Chair of the supervisory board should be a person whose
current or past positions constituted no obstacle to carry out
impartial activities. A former manager or management board
member of the company should not be immediately appointed as
chair of the supervisory board either. Where the company decides
to depart from these recommendations, it should provide
information on the measures taken to ensure impartiality of the
supervision.
Yes
The chairman of the Supervisory
Board of the Company and the
Chief Executive Officer of the
Company is not the same person.
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2.2.4. Each member should devote sufficient time and attention to
perform his duties as a member of the supervisory board. Each
member of the supervisory board should undertake to limit his other
professional obligations (particularly the managing positions in
other companies) so that they would not interfere with the proper
performance of the duties of a member of the supervisory board.
Should a member of the supervisory board attend less than a half of
the meetings of the supervisory board throughout the financial year
of the company, the shareholders of the company should be notified
thereof.
Yes
Each member of the Supervisory
Board participates in the meetings
of the collegial body and devote
sufficient time to perform their
duties as a member of the collegial
body. In 2022, 10 meetings of the
Company's Supervisory Board were
held, which were attended by all
members of the Supervisory Board.
8 meetings were held by the
previous Supervisory Council, 2 –
by the newly elected one.
2.2.5. When it is proposed to appoint a member of the supervisory
board, it should be announced which members of the supervisory
board are deemed to be independent. The supervisory board may
decide that, despite the fact that a particular member meets all the
criteria of independence, he/she cannot be considered independent
due to special personal or company-related circumstances.
Yes
Information on candidates for
members of the Company's
Supervisory Board (as well as
information on the candidate's
compliance with the independence
requirements) is submitted to the
General Meeting of Shareholders in
accordance with the procedure
established by the Law on
Companies of the Republic of
Lithuania.
2.2.6. The amount of remuneration to members of the supervisory
board for their activity and participation in meetings of the
supervisory board should be approved by the general meeting of
shareholders.
Yes
An independent member of the
Supervisory Board shall be
remunerated for his / her activities
in the Supervisory Board in
accordance with the procedure and
conditions established in the
agreement signed with him / her
regarding the activities of the
independent member of the
Supervisory Board. The terms and
conditions of the agreement with
the independent member of the
Supervisory Board shall be
approved by the General Meeting
of Shareholders.
2.2.7. Every year the supervisory board should carry out an
assessment of its activities. It should include evaluation of the
structure of the supervisory board, its work organization and ability
to act as a group, evaluation of the competence and work efficiency
of each member of the supervisory board, and evaluation whether
the supervisory board has achieved its objectives. The supervisory
board should, at least once a year, make public respective
information about its internal structure and working procedures.
Yes
The Supervisory Board evaluates its
activities every year. The
Supervisory Board evaluates the
organization of meetings,
efficiency, need for competencies,
mutual cooperation, cooperation
with management, etc.
Principle 3: Management Board
3.1. Functions and liability of the management board
The management board should ensure the implementation of the company’s strategy and good
corporate governance with due regard to the interests of its shareholders, employees and other interest
groups.
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3.1.1. The management board should ensure the implementation of
the company’s strategy approved by the supervisory board if the
latter has been formed at the company. In such cases where the
supervisory board is not formed, the management board is also
responsible for the approval of the company’s strategy.
Yes
The Board of the Company
implements the strategy of the
parent company, which is approved
by the Supervisory Board of the
Company.
3.1.2. As a collegial management body of the company, the
management board performs the functions assigned to it by the Law
and in the articles of association of the company, and in such cases
where the supervisory board is not formed in the company, it
performs inter alia the supervisory functions established in the Law.
By performing the functions assigned to it, the management board
should take into account the needs of the company’s shareholders,
employees and other interest groups by respectively striving to
achieve sustainable business development.
Yes
Because the Supervisory Board is
formed in the Company, the Board
performs the functions of the
Company's collegial management
body. The obligation to take into
account the Company,
shareholders, employees and other
interest groups is embedded in the
agreement signed with each of the
members of the Board regarding
the activities of the member of the
Board.
3.1.3. The management board should ensure compliance with the
laws and the internal policy of the company applicable to the
company or a group of companies to which this company belongs.
It should also establish the respective risk management and control
measures aimed at ensuring regular and direct liability of managers.
Yes
The Company's Articles of
Association stipulate which
Company's documents (guidelines,
policies, etc.) are approved by the
Board. In cases where the
documents are approved by the
Supervisory Board, the Board shall
submit comments and suggestions.
In accordance with the Company's
Articles of Association, the Board
considers and approves the
Company's list of risks and the plan
of measures to reduce them, the
risk report, and the risk
management policy.
3.1.4. Moreover, the management board should ensure that the
measures included into the OECD Good Practice Guidance
4
on
Internal Controls, Ethics and Compliance are applied at the company
in order to ensure adherence to the applicable laws, rules and
standards.
Yes
The Company has various
documents in place to ensure
internal control, ethics, and
compliance management
measures, for example: the Head of
Internal Audit is an independent
position, reports to the Audit
Committee and is administratively
subordinate to the CEO; The
Company has a Code of Conduct
(Code of Ethics) that applies to all
employees of the Company,
including members of the Board
and the Supervisory Board.
3.1.5. When appointing the manager of the company, the
management board should take into account the appropriate
balance between the candidate’s qualifications, experience and
competence
Yes
When appointing the CEO, the
Board of the Company shall take
into account his/her qualifications,
experience and competence.
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3.2. Formation of the management board
3.2.1. The members of the management board elected by the
supervisory board or, if the supervisory board is not formed, by the
general meeting of shareholders should collectively ensure the
required diversity of qualifications, professional experience and
competences and seek for gender equality. With a view to maintain
a proper balance in terms of the current qualifications possessed by
the members of the management board, it should be ensured that
the members of the management board would have, as a whole,
diverse knowledge, opinions and experience to duly perform their
tasks.
Yes
The Board of the Company ensures
the balance of qualifications of its
members. The members of the
Board of the Company are elected
by the Supervisory Board of the
Company (Selection Committee),
which evaluates the qualifications
of the candidates, experience in the
management position, suitability to
hold the position of a member of
the Board of the Company and
other necessary aspects.
The aim is for the members of the
Board to have competencies
considering the responsibilities and
functions of the Board. Every year,
the members of the Board conduct
a self-assessment of their activities.
4
Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-
bribery/44884389.pdf
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3.2.2. Names and surnames of the candidates to become members
of the management board, information on their educational
background, qualifications, professional experience, current
positions, other important professional obligations and potential
conflicts of interest should be disclosed without violating the
requirements of the legal acts regulating the handling of personal
data at the meeting of the supervisory board in which the
management board or individual members of the management
board are elected. In the event that the supervisory board is not
formed, the information specified in this paragraph should be
submitted to the general meeting of shareholders. The management
board should, on yearly basis, collect data provided in this paragraph
on its members and disclose it in the company’s annual report.
Yes
Information on candidates and
their suitability to hold the position
of a member of the Company's
collegial body is provided in
accordance with the procedure
established by legal acts, the
suitability of candidates is assessed
by the Selection Committee.
Information about the candidates
for the members of the Board of
the Company, including their
curriculum vitae and declaration of
interests, and other documents
specified in legal acts shall be
submitted at the meeting of the
Supervisory Board of the Company
at which the Board or its individual
members are elected. Information
on the positions held by the
members of the Board or their
participation in the activities of
other companies is regularly
collected, stored, and presented in
the Company's Annual Report and
on the Company's website.
3.2.3. All new members of the management board should be
familiarized with their duties and the structure and operations of the
company.
Yes
After their election, the members of
the Board are acquainted with the
Company's activities,
organizational and management
structure, strategy, operational and
financial plans.
3.2.4. Members of the management board should be appointed for
a specific term, subject to individual re-election for a new term in
office in order to ensure necessary development of professional
experience and sufficiently frequent reconfirmation of their status.
Yes
The Board members are appointed
for a fixed term, i.e., Board
members are elected for a period of
4 (four) years.
The Company's Articles of
Association provide for the
possibility to remove both
individual members of the Board
and the entire Board before the end
of its term. The right to recall
members of the Board (individual
or all) belongs to the Company's
Supervisory Board.
3.2.5. Chair of the management board should be a person whose
current or past positions constitute no obstacle to carry out impartial
activity. Where the supervisory board is not formed, the former
manager of the company should not be immediately appointed as
chair of the management board. When a company decides to depart
from these recommendations, it should furnish information on the
measures it has taken to ensure the impartiality of supervision.
Yes
The current or former position of
the Chairman of the Board of the
Company does not create
preconditions for the possible
emergence of impartiality. The
Chairman of the Board of the
Company has not held the position
of the CEO of the Company.
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3.2.6. Each member should devote sufficient time and attention to
perform his duties as a member of the management board. Should
a member of the management board attend less than a half of the
meetings of the management board throughout the financial year
of the company, the supervisory board of the company or, if the
supervisory board is not formed at the company, the general
meeting of shareholders should be notified thereof.
Yes
The members of the Board of the
Company actively participate in the
meetings of the Board and devote
sufficient time to the performance
of their duties as a member of the
collegial body. In 2022, 16 meetings
of the Company's Board were held.
3.2.7. In the event that the management board is elected in the cases
established by the Law where the supervisory board is not formed at
the company, and some of its members will be independent, it
should be announced which members of the management board are
deemed as independent. The management board may decide that,
despite the fact that a particular member meets all the criteria of
independence established by the Law, he/she cannot be considered
independent due to special personal or company-related
circumstances.
Yes
The Supervisory Board is formed in
the Company.
3.2.8. The general meeting of shareholders of the company should
approve the amount of remuneration to the members of the
management board for their activity and participation in the
meetings of the management board.
Yes
Independent members of the
Board are paid based on the
Remuneration Policy of the
Company approved by the General
Meeting of Shareholders and
agreement concluded with the
Company that is approved by the
Supervisory Council.
3.2.9. The members of the management board should act in good
faith, with care and responsibility for the benefit and the interests of
the company and its shareholders with due regard to other
stakeholders. When adopting decisions, they should not act in their
personal interest; they should be subject to no-compete agreements
and they should not use the business information or opportunities
related to the company’s operations in violation of the company’s
interests.
Yes
These duties of the members of the
Board are provided for in the
activity agreement of the member
of the Board signed with the
Company, as well as in the Rules of
Procedure of the Board.
3.2.10. Every year the management board should carry out an
assessment of its activities. It should include evaluation of the
structure of the management board, its work organization and
ability to act as a group, evaluation of the competence and work
efficiency of each member of the management board, and
evaluation whether the management board has achieved its
objectives. The management board should, at least once a year,
make public respective information about its internal structure and
working procedures in observance of the legal acts regulating the
processing of personal data.
Yes
Every year, the members of the
Board of the Company evaluate
their activities by filling in
questionnaires, which include an
evaluation of the work organization
of the Board, cooperation with the
management, etc., the results of the
evaluation of activities are
discussed at the Board meeting.
Information on the internal
structure and work procedure of
the Board is published in the
Company's Annual Report.
Principle 4: Rules of procedure of the supervisory board and the management board of the company
The rules of procedure of the supervisory board, if it is formed at the company, and of the management
board should ensure efficient operation and decision-making of these bodies and promote active
cooperation between the company’s management bodies.
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4.1. The management board and the supervisory board, if the latter
is formed at the company, should act in close cooperation in order
to attain benefit for the company and its shareholders. Good
corporate governance requires an open discussion between the
management board and the supervisory board. The management
board should regularly and, where necessary, immediately inform
the supervisory board about any matters significant for the company
that are related to planning, business development, risk
management and control, and compliance with the obligations at
the company. The management board should inform he supervisory
board about any derogations in its business development from the
previously formulated plans and objectives by specifying the reasons
for this.
Yes
The legal acts regulating the
activities of the Company's
Supervisory Board and the Board,
the Articles of Association, the
Company's corporate governance
policy and the Rules of Procedure
of collegial bodies establish the
principles and procedure of
cooperation between the
Company's Supervisory Board and
the Board and ensure that
management and supervisory
bodies function properly.
4.2. It is recommended that meetings of the company’s collegial
bodies should be held at the respective intervals, according to the
pre-approved schedule. Each company is free to decide how often
meetings of the collegial bodies should be convened but it is
recommended that these meetings should be convened at such
intervals that uninterruptable resolution of essential corporate
governance issues would be ensured. Meetings of the company’s
collegial bodies should be convened at least once per quarter.
Yes
Meetings of collegial bodies are
held according to the annual
meeting schedules approved in
advance by the collegial bodies (in
coordination with the
management).
4.3. Members of a collegial body should be notified of the meeting
being convened in advance so that they would have sufficient time
for proper preparation for the issues to be considered at the meeting
and a fruitful discussion could be held and appropriate decisions
could be adopted. Along with the notice of the meeting being
convened all materials relevant to the issues on the agenda of the
meeting should be submitted to the members of the collegial body.
The agenda of the meeting should not be changed or supplemented
during the meeting, unless all members of the collegial body present
at the meeting agree with such change or supplement to the
agenda, or certain issues that are important to the company require
immediate resolution.
Yes
The members of the collegial body
know about the agenda of the
meeting in advance. Preliminary
agendas for meetings for the whole
year are drawn up at the beginning
of the year. The agendas are then
adjusted and completed before
each meeting (usually at least 10
days before the meeting). The
members of the collegial bodies
receive the material necessary for
making decisions on the issues of
the agenda in advance (5-7 days in
advance) and have the opportunity
to get acquainted with it and ask
questions, and for clarification. All
members of the collegial body shall
be informed about any comments
or clarifications received.
4.4. In order to coordinate the activities of the company’s collegial
bodies and ensure effective decision-making process, the chairs of
the company’s collegial supervision and management bodies should
mutually agree on the dates and agendas of the meetings and close
cooperate in resolving other matters related to corporate
governance. Meetings of the company’s supervisory board should
be open to members of the management board, particularly in such
cases where issues concerning the removal of the management
board members, their responsibility or remuneration are discussed.
Yes
The dates and agendas of the
meetings are coordinated so that
all members of the collegial bodies
can participate in them. The
Chairman of the Board regularly
presents to the Supervisory Board
the most important decisions made
by the Board.
Principle 5: Nomination, remuneration and audit committees
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5.1. Purpose and formation of committees
The committees formed at the company should increase the work efficiency of the supervisory board
or, where the supervisory board is not formed, of the management board which performs the
supervisory functions by ensuring that decisions are based on due consideration and help organise its
work in such a way that the decisions it takes would be free of material conflicts of interest.
Committees should exercise independent judgment and integrity when performing their functions and
provide the collegial body with recommendations concerning the decisions of the collegial body.
However, the final decision should be adopted by the collegial body.
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NO NOT
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BLE
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5.1.1. Taking due account of the company-related circumstances
and the chosen corporate governance structure, the supervisory
board of the company or, in cases where the supervisory board is
not formed, the management board which performs the
supervisory functions, establishes committees. It is recommended
that the collegial body should form the nomination, remuneration
and audit committees
5
.
Partly
The Audit Committee, elected by the
Supervisory Body is formed within the
Company. The Supervisory Body
determined its functions, rights,
obligations and remuneration
procedure. The Company's Audit
Committee has been assigned with
advisory functions related to the audit
control and assessment and covering
supervision of financial reports
preparation and audit execution process,
examination of its effectiveness and
implementation of recommendations,
analysis of need of internal audit
functions and other functions, as
provided by the Resolution No. 03-14 of
the Board of the Bank of Lithuania on 24
January 2017, observes the integrity of
the financial information provided by the
Company, paying special attention to
the relevance and transparency of the
accounting methods used by the
Company and its group.
Other specialized committees are not
established within the Company.
However, the Board formed a working
group for revision of Human Resources
items with composition of two Board
members and one Company’s
representatives –Head of HR and CEO.
5.1.2. Companies may decide to set up less than three committees.
In such case companies should explain in detail why they have
chosen the alternative approach, and how the chosen approach
corresponds with the objectives set for the three different
committees.
Yes
Refer to the comment submitted
regarding the item 5.1.1. above.
5.1.3. In the cases established by the legal acts the functions
assigned to the committees formed at companies may be
performed by the collegial body itself. In such case the provisions
of this Code pertaining to the committees (particularly those
related to their role, operation and transparency) should apply,
where relevant, to the collegial body as a whole.
Yes
Refer to the comment submitted
regarding the item 5.1.1. above.
5.1.4. Committees established by the collegial body should
normally be composed of at least three members. Subject to the
requirements of the legal acts, committees could be comprised
only of two members as well. Members of each committee should
be selected on the basis of their competences by giving priority to
independent members of the collegial body. The chair of the
management board should not serve as the chair of committees.
Yes
The Audit Committee, formed by the
Supervisory Council, comprises of three
members.
All of the acting members of the Audit
Committee were independent.
5
The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial
Statements of the Republic of Lithuania provides that public-interest entities (including but not limited to public limited
liability companies whose securities are traded on a regulated market of the Republic of Lithuania and/or of any other
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PRINCIPLES / RECOMMENDATIONS
YES AND
NO NOT
APPLICA
BLE
COMMENTARY
5.1.5. The authority of each committee formed should be
determined by the collegial body itself. Committees should
perform their duties according to the authority delegated to them
and regularly inform the collegial body about their activities and
performance on a regular basis. The authority of each committee
defining its role and specifying its rights and duties should be
made public at least once a year (as part of the information
disclosed by the company on its governance structure and practice
on an annual basis). In compliance with the legal acts regulating
the processing of personal data, companies should also include in
their annual reports the statements of the existing committees on
their composition, the number of meetings and attendance over
the year as well as the main directions of their activities and
performance.
Yes
The committees are formed by the
decision of the Supervisory Board. The
rules of procedure of the committees,
the rights, and obligations of the
members of the committees, as well as
the measures to ensure the activities of
the members of the committees shall be
established by the rules for the
establishment and operation of the
relevant committees approved by the
Supervisory Board.
Information on the composition of
committees, number of meetings,
participation and main activities is
disclosed in the Company's Annual
Report.
5.1.6. With a view to ensure the independence and impartiality of
the committees, the members of the collegial body who are not
members of the committees should normally have a right to
participate in the meetings of the committee only if invited by the
committee. A committee may invite or request that certain
employees of the company or experts would participate in the
meeting. Chair of each committee should have the possibility to
maintain direct communication with the shareholders. Cases where
such practice is to be applied should be specified in the rules
regulating the activities of the committee.
Yes
The rules of formation and operation of
the Audit Committee of the Company
provide for the right of the Audit
Committee to invite the responsible
persons of the Company to its meetings
and to receive the necessary
explanations from them in accordance
with their competence.
Member State) are under the obligation to set up an audit committee (the legal acts provide for the exemptions where the
functions of the audit committee may be carried out by the collegial body performing the supervisory functions).
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
5.2. Nomination committee
5.2.1. The key functions of the nomination committee should be
the following:
1) to select candidates to fill vacancies in the membership of
supervisory and management bodies and the administration and
recommend the collegial body to approve them. The nomination
committee should evaluate the balance of skills, knowledge and
experience in the management body, prepare a description of the
functions and capabilities required to assume a particular position
and assess the time commitment expected;
2) assess, on a regular basis, the structure, size and composition of
the supervisory and management bodies as well as the skills,
knowledge and activity of its members, and provide the collegial
body with recommendations on how the required changes should
be sought;
3) devote the attention necessary to ensure succession planning.
No
The Nomination Committee in the
Company currently is not formed.
5.2.2. When dealing with issues related to members of the collegial
body who have employment relationships with the company and
the heads of the administration, the manager of the company
should be consulted by granting him/her the right to submit
proposals to the Nomination Committee.
No
The Nomination Committee in the
Company currently is not formed.
5.3. Remuneration committee
5.3.1. The main functions of the remuneration committee should
be as follows:
1) submit to the collegial body proposals on the remuneration
policy applied to members of the supervisory and management
bodies and the heads of the administration for approval. Such
policy should include all forms of remuneration, including the
fixed-rate remuneration, performance-based remuneration,
financial incentive schemes, pension arrangements and
termination payments as well as conditions which would allow the
company to recover the amounts or suspend the payments by
specifying the circumstances under which it would be expedient to
do so;
2) submit to the collegial body proposals regarding individual
remuneration for members of the collegial bodies and the heads
of the administration in order to ensure that they would be
consistent with the company’s remuneration policy and the
evaluation of the performance of the persons concerned;
3) review, on a regular basis, the remuneration policy and its
implementation.
No
Refer to the comment submitted
regarding the item 5.1.2. above.
5.4. Audit committee
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
5.4.1. The key functions of the audit committee are defined in the
legal acts regulating the activities of the audit committee
6
.
Yes
The functions of the Audit
Committee are also defined in the
rules of formation and operation of
the Company's Audit Committee.
5.4.2. All members of the committee should be provided with
detailed information on specific issues of the company’s
accounting system, finances and operations. The heads of the
company’s administration should inform the audit committee
about the methods of accounting for significant and unusual
transactions where the accounting may be subject to different
approaches.
Yes
The members of the Audit
Committee of the Company, while
performing their duties, have the
right to receive from the Company
the required documents and / or
copies thereof and the information
required to perform the functions
of the Audit Committee.
5.4.3. The audit committee should decide whether the participation
of the chair of the management board, the manager of the
company, the chief finance officer (or senior employees
responsible for finance and accounting), the internal and external
auditors in its meetings is required (and, if required, when). The
committee should be entitled, when needed, to meet the relevant
persons without members of the management bodies present.
Yes
The Head of Internal Audit
participates in the meetings of the
Audit Committee, and other staff, if
necessary, when discussing specific
issues. Representatives of the
Company performing the
independent audit of the financial
statements participate in the
meeting of the Audit Committee, if
necessary.
5.4.4. The audit committee should be informed about the internal
auditor’s work program and should be furnished with internal audit
reports or periodic summaries. The audit committee should also be
informed about the work program of external auditors and should
receive from the audit firm a report describing all relationships
between the independent audit firm and the company and its
group.
Yes
The Audit Committee shall receive
the information referred to in this
paragraph and approve the annual
plans of the internal audit. The
Head of Internal Audit informs the
Audit Committee about the
implementation of the internal
audit plans and provides reports.
Representatives of the company
performing the independent audit
of the financial statements shall
participate in the meeting of the
Audit Committee, if necessary.
5.4.5. The audit committee should examine whether the company
complies with the applicable provisions regulating the possibility
of lodging a complaint or reporting anonymously his/her
suspicions of potential violations committed at the company and
should also ensure that there is a procedure in place for
proportionate and independent investigation of such issues and
appropriate follow-up actions.
Yes
Possible violations can be reported
to the e-mail address
SpeakUp@kn.lt (information is
available to the Head of Internal
Audit). The notification channel is
open to all natural or legal persons:
both current or former KN
employees and former or potential
KN customers, contractors,
suppliers, the community.
Possible violations can also be
reported directly to the collegial
supervisory bodies of KN by
e-mail: SupervisoryBodies@kn.lt
6
Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament
and the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on
the Audit of Financial Statements of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees
approved by the Bank of Lithuania.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
5.4.6. The audit committee should submit to the supervisory board
or, where the supervisory board is not formed, to the management
board its activity report at least once in every six months, at the
time that annual and half-yearly reports are approved.
Yes
The Audit Committee informs the
Supervisory Board of its activities
at least once a quarter and submits
a written report on its activities to
the Supervisory Board quarterly.
The Audit Committee also informs
the Board about its activities at
least once a year.
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the company’s supervisory and
management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism
of disclosure of conflicts of interest related to members of the supervisory and management bodies.
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YES AND NO
NOT
APPLICABLE
COMMENTARY
When appointing the manager of the company, the management
board should take into account the appropriate balance between
the candidate’s qualifications, experience and competence. 6.1.
Any member of the company’s supervisory and management body
should avoid a situation where his/her personal interests are or
may be in conflict with the company’s interests. In case such a
situation did occur, a member of the company’s supervisory or
management body should, within a reasonable period of time,
notify other members of the same body or the body of the
company which elected him/her or the company’s shareholders of
such situation of a conflict of interest, indicate the nature of
interests and, where possible, their value.
Yes
The members of the Company’s
supervisory and management
bodies oblige to act in such a
manner so as to avoid conflict of
interests with the Company. This is
determined in the Articles of
Association of the Company and in
other documents of operation of
the Company.
For this purpose, the member of
the Company's supervisory and
management bodies submit to the
Company's body that elected them
and the Company the declarations
about the absence of the conflict of
interests and oblige to
immediately inform about any
change of the circumstances
revealed in these declarations.
In case of a conflict of interests
between a member of the
Company’s supervisory and
management bodies and the
Company during discussion of
issues, such a member of the
supervisory or management
bodies shall immediately notify
Company's body that elected them
and not participate in voting
regarding specific items in view of
which such conflict arose. A
member of the supervisory and
management bodies shall not be
entitled to vote when the meeting
of the supervisory and
management bodies discusses the
issue related to his work on the
supervisory and management
bodies or the issue of his
responsibility.
Principle 7: Remuneration policy of the company
The remuneration policy and the procedure for review and disclosure of such policy established at the company
should prevent potential conflicts of interest and abuse in determining remuneration of members of the collegial
bodies and heads of the administration, in addition it should ensure the publicity and transparency of the
company’s remuneration policy and its long-term strategy.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
7.1. The company should approve and post the remuneration
policy on the website of the company; such policy should be
reviewed on a regular basis and be consistent with the company’s
long-term strategy.
Yes
On 2022 October 20, the Annual
General Meeting of Shareholders
approved the updated Company's
Remuneration Policy, which
applies to the CEO of the
Company, members of the Board,
the Supervisory Board, and other
committees. This remuneration
policy defines the principles and
procedures for determining,
paying, and promoting the
remuneration of members of the
Supervisory Board, members of the
Board, and Committees and the
head of the Company who are
independent and not independent
but not employees of the state
representative body.
Published on the Company's
website
https://www.kn.lt/en/about-
us/operational-
documentation/remuneration-
policy/3456
7.2. The remuneration policy should include all forms of
remuneration, including the fixed-rate remuneration,
performance-based remuneration, financial incentive schemes,
pension arrangements and termination payments as well as the
conditions specifying the cases where the company can recover the
disbursed amounts or suspend the payments.
Yes
The Company's Remuneration
Policy determines the components
of remuneration, their maximum
amounts, and the principles of
awarding and paying.
7.3. With a view to avoid potential conflicts of interest, the
remuneration policy should provide that members of the collegial
bodies which perform the supervisory functions should not receive
remuneration based on the company’s performance.
Yes
The remuneration of the members
of the collegial bodies that perform
supervisory functions does not
depend on the performance of the
Company.
7.4. The remuneration policy should provide sufficient information
on the policy regarding termination payments. Termination
payments should not exceed a fixed amount or a fixed number of
annual wages and in general should not be higher than the non-
variable component of remuneration for two years or the
equivalent thereof. Termination payments should not be paid if the
contract is terminated due to inadequate performance.
Not
applicable
Termination payments are not
foreseen in the Remuneration
Policy of the Company
(https://www.kn.lt/apie-
mus/darbo-uzmokestis/1975).
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
7.5. In the event that the financial incentive scheme is applied at
the company, the remuneration policy should contain sufficient
information about the retention of shares after the award thereof.
Where remuneration is based on the award of shares, shares
should not be vested at least for three years after the award
thereof. After vesting, members of the collegial bodies and heads
of the administration should retain a certain number of shares until
the end of their term in office, subject to the need to compensate
for any costs related to the acquisition of shares.
Not
applicable
During the year under review the
Company has not applied any
schemes anticipating
remuneration of directors in
shares, share options or any other
right to purchase shares or be
remunerated on the basis of share
price movements. This has not
been provided for neither by the
existing Management personnel
remuneration procedure nor
employment contracts with
directors and other employees of
the Company.
7.6. The company should publish information about the
implementation of the remuneration policy on its website, with a
key focus on the remuneration policy in respect of the collegial
bodies and managers in the next and, where relevant, subsequent
financial years. It should also contain a review of how the
remuneration policy was implemented during the previous
financial year. The information of such nature should not include
any details having a commercial value. Particular attention should
be paid on the major changes in the company’s remuneration
policy, compared to the previous financial year.
Yes
The Company's Remuneration
Report for 2022 will be published
on the website www.kn.lt.
7.7. It is recommended that the remuneration policy or any major
change of the policy should be included on the agenda of the
general meeting of shareholders. The schemes under which
members and employees of a collegial body receive remuneration
in shares or share options should be approved by the general
meeting of shareholders.
Yes
The Remuneration Policy stipulates
that the policy is submitted for
approval to the General Meeting of
Shareholders at least every 4 (four)
years, as well as if there are
significant changes in the policy. In
the event of a change in the
Remuneration Policy, all policy
statements approved after the last
General Meeting of Shareholders
vote on the Remuneration Policy
shall be submitted to the Meeting.
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual
agreements and encourage active cooperation between companies and stakeholders in creating the company
value, jobs and financial sustainability. In the context of this principle the concept “stakeholders” includes
investors, employees, creditors, suppliers, clients, local community and other persons having certain interests in
the company concerned.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
8.1. The corporate governance framework should ensure that the
rights and lawful interests of stakeholders are protected.
Yes
The execution of this
recommendation is ensured by the
accurate supervision and control of
the state institutions and
organisations regulating and
controlling the Company’s
activities.
The management bodies consult
with the employees on corporate
governance and other important
issues, (employee) participation in
the Company’s share capital is not
limited.
Publicity of the essential
information about the Company's
activity creates the conditions for
the holders of interests to
participate in the management of
the Company according to the
procedure established by the law
and the Article of Association, as
well as for the Company's
employees also according to the
Collective Agreement of the
Company.
8.2. The corporate governance framework should create conditions
for stakeholders to participate in corporate governance in the
manner prescribed by law. Examples of participation by
stakeholders in corporate governance include the participation of
employees or their representatives in the adoption of decisions
that are important for the company, consultations with employees
or their representatives on corporate governance and other
important matters, participation of employees in the company’s
authorized capital, involvement of creditors in corporate
governance in the cases of the company’s insolvency, etc.
Yes
8.3. Where stakeholders participate in the corporate governance
process, they should have access to relevant information.
Yes
8.4. Stakeholders should be provided with the possibility of
reporting confidentially any illegal or unethical practices to the
collegial body performing the supervisory function.
Yes
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate
issues, including the financial situation, operations and governance of the company.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
9.1. In accordance with the company’s procedure on confidential
information and commercial secrets and the legal acts regulating
the processing of personal data, the information publicly disclosed
by the company should include but not be limited to the following:
Yes
Performance and corporate
governance is regularly disclosed
by distributing press posts about
publicly undisclosed information,
related to the Company on SC
Nasdaq Vilnius Stock Exchange
website, as well as in the
Company's annual reports and
financial statements, press releases
published in the exchange and in
other public presentations of the
Company activity.
The Company is not limited only by
disclosure of minimum necessary
public information and also
publishes other important
information about the Company's
activity.
The documents that contain
certain information are published
in Lithuanian and English on the
publicly accessible website of the
SC Nasdaq Vilnius Stock Exchange.
9.1.1. operating and financial results of the company;
Yes
They are made public on a monthly
basis, as well as in the Company's
Interim and Annual Reports.
9.1.2. objectives and non-financial information of the company;
Yes
Published in the Company's
Interim and Annual Reports, in the
Company's Corporate Strategy.
9.1.3. persons holding a stake in the company or controlling it
directly and/or indirectly and/or together with related persons as
well as the structure of the group of companies and their
relationships by specifying the final beneficiary;
Yes
They are made public in the
Company's Interim and Annual
Reports, on the Company’s
website.
9.1.4. members of the company’s supervisory and management
bodies who are deemed independent, the manager of the
company, the shares or votes held by them at the company,
participation in corporate governance of other companies, their
competence and remuneration;
Yes
They are made public in the
Company's Interim and Annual
Reports.
9.1.5. reports of the existing committees on their composition,
number of meetings and attendance of members during the last
year as well as the main directions and results of their activities;
Yes
They are made public in the
Company's Interim and Annual
Reports.
9.1.6. potential key risk factors, the company’s risk management
and supervision policy;
Yes
They are made public in the
Company's Annual Reports.
9.1.7. the company’s transactions with related parties;
Yes
The information is published on
the Company's website.
9.1.8. main issues related to employees and other stakeholders (for
instance, human resource policy, participation of employees in
corporate governance, award of the company’s shares or share
options as incentives, relationships with creditors, suppliers, local
community, etc.);
Yes
They are made public in the
Company's Interim and Annual
Reports, on the Company’s
website.
9.1.9. structure and strategy of corporate governance;
Yes
They are made public in the
Company's Interim and Annual
Reports, on the Company’s
website.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
9.1.10. initiatives and measures of social responsibility policy and
anti-corruption fight, significant current or planned investment
projects.
This list is deemed minimum, and companies are encouraged not
to restrict themselves to the disclosure of information included into
this list. This principle of the Code does not exempt companies
from their obligation to disclose information as provided for in the
applicable legal acts.
Yes
They are made public in the
Company's Interim and Annual
Reports, on the Company’s
website.
9.2. When disclosing the information specified in paragraph 9.1.1
of recommendation 9.1, it is recommended that the company
which is a parent company in respect of other companies should
disclose information about the consolidated results of the whole
group of companies.
Yes
Refer to the comment submitted
regarding the item 9.1. above.
9.3. When disclosing the information specified in paragraph 9.1.4
of recommendation 9.1, it is recommended that the information on
the professional experience and qualifications of members of the
company’s supervisory and management bodies and the manager
of the company as well as potential conflicts of interest which could
affect their decisions should be provided. It is further
recommended that the remuneration or other income of members
of the company’s supervisory and management bodies and the
manager of the company should be disclosed, as provided for in
greater detail in Principle 7.
Yes
Refer to the comment submitted
regarding the item 9.1. above.
9.4. Information should be disclosed in such manner that no
shareholders or investors are discriminated in terms of the method
of receipt and scope of information. Information should be
disclosed to all parties concerned at the same time.
Yes
Refer to the comment submitted
regarding the item 9.1. above.
Principle 10: Selection of the company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the
audit firm.
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PRINCIPLES / RECOMMENDATIONS
YES AND NO
NOT
APPLICABLE
COMMENTARY
10.1. With a view to obtain an objective opinion on the
company’s financial condition and financial results, the company’s
annual financial statements and the financial information
provided in its annual report should be audited by an
independent audit firm.
Yes
The Company observes this
recommendation, annually, an
independent firm of auditors
conducts an audit of the
Company’s annual financial
statements and report according
to the International Accounting
Standards and submits an
independent auditor's report
concerning financial statements.
10.2. It is recommended that the audit firm would be proposed to
the general meeting of shareholders by the supervisory board or,
if the supervisory board is not formed at the company, by the
management board of the company.
No
The Company’s management
Board (a collegial body) proposes a
candidate firm of auditors to the
General Meeting of Shareholders
taking into account the Audit
Committee recommendation.
10.3. In the event that the audit firm has received remuneration
from the company for the non-audit services provided, the
company should disclose this publicly. This information should also
be available to the supervisory board or, if the supervisory board is
not formed at the company, by the management board of the
company when considering which audit firm should be proposed
to the general meeting of shareholders.
Yes
The information about the
payments to the audit company is
disclosed in the annual financial
statements and also presented to
the Company’s Audit committee
and Supervisory Council when
considering which audit firm
should be proposed to the general
meeting of shareholders.