(b) order the Ministry to discontinue the Lithuanian court proceedings forthwith and to refrain from any further actions in Lithuanian court in violation of the arbitration agreement contained in the Shareholders' Agreement (a) declare that the Ministry's initiation and prosecution of the Lithuanian court proceedings described above was in breach of the arbitration agreement contained in the Shareholders' Agreement, and that the Ministry is liable to compensate Gazprom for all damages suffered in consequence of such breach GGazprom requests the Arbitral Tribunal to: REVISED CLAIM: Article 2,131 of the Lithuanian Civil Code 78Īny of the measures provided for under Article 2,131 would materially undermine and undo the Parties' agreement to co-operate in the management of the Company as embodied in the SHA.Īs set forth in paragraph 145 of Claimant's Statement of Reply: This issue is also specifically covered by Sections 4.3 and 6 of the SHA. Initial Claim: 6th request - Section 2.4(vi) of the Claim Relates to the procedure to be put in place for the purposes of gas purchase and transit negotiations and the manner in which gas purchase and transit agreements should be negotiated and approved by the Company's representatives and management bodies Thus, any dispute regarding an alleged violation of a shareholder's right by the Company and/or its management bodies in relation to the negotiation and/or execution of the Company's gas transit obligations fall into the scope of the arbitration agreement. This issue is also governed by Section 6 of the SHA. Initial Claim: 4th and 5th requests - Section 2.4(iv) and (v) of the Claim Relate to the " transparency" of the Company's gas transit activity, including the manner in which the Company negotiates and enters into gas purchase and transit agreements. The Ministry's complaint as to the manner in which a gas supply contract was negotiated and approved by theĬompany's Board is a matter addressed by the SHA and shall be settled by arbitration. In particular, Section 6.1(1.8) of the SHA requires the Company's Board, when taking a decision to approve a gas supply contract, to take into consideration the terms and conditions of those contracts, " such as price, volume, duration, flexibility and reliability". The issue of negotiating agreements between the Company and Gazprom is governed by the SHA. Initial Claim: 3rd request - Section 2.4(iii) of the Claim Relates to the renegotiation of the terms of the gas supply contract with Gazprom. The appointment and dismissal of the members of the Board is specifically governed by Section 4.3 SHA, and covered by the arbitration agreement. ![]() Golubev and Seleznev from the Board makes no material difference, as the Ministry requests the Court to apply any measure available under Article 2,131 of the Lithuanian Civil Code, including the dismissal of Board members, that the Court deems appropriate. Initial Claim: 1st and 2nd requests - Section 2.4(i) and (ii) of the Claim Relate to the dismissal of the members of the Company's Board and the appointment as the Company's General Manager of a person to be nominated by the Ministry of Energy **The fact that the Ministry, in its Revised Claim, no longer expressly requests to dismiss Messrs. ![]() 71ĭescription of the Ministry's request before Vilnius Court As a consequence, the Ministry's concern is directly addressed in the SHA, falling within the scope of its arbitration clause. The concern is that the parties to the SHA did not meet their obligation under Section 6.1 to seek to ensure and procure that the Company seeks to ensure that the contracts be entered into on the basis established in the SHA. Claimant then states that the Ministry's claim before the Lithuanian Court is that the gas supply and transit contracts were not mutually acceptable and beneficial to the Company and its shareholders. ![]() In addition, Section 3.5 required the parties to the SHA to use all their efforts to ensure that their nominees on the Board voted to achieve the objectives stated in Section 6. According to Claimant, Sections 6.1 and 6.1.1.9 of the SHA provide that each of the parties to the SHA was obliged to ensure and procure that the Company ensure that the Company enters into long-term gas supply and gas transit contracts with Gazprom on terms mutually acceptable and beneficial to Gazprom and the Company.
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