Decisions of the 2011 Annual Ordinary General Meeting
Pursuant to the provisions of section 4.1.3.3 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) S.A. hereby announces that the Annual Ordinary General Meeting was convened on May 26th, 2011 at 12:30 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 67.5518% of the share capital.
All items on the daily agenda were approved and the voting results for each item, pursuant to article 10 of the Law 3884/2010, are presented hereunder:
Item 1: Approval of the yearly 2010 Financial Statements (Parent Company – Consolidated) along with the relevant reports of the Board of Directors and of the Auditors.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,835,900 – against: 0 – present: 0
Item 2: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2010 Financial Statements.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,835,900 – against: 0 – present: 0
Item 3: Election of the new Board: Mr. Vardis J. Vardinoyannis, Mr. John V. Vardinoyannis, Mr. Panagiotis N. Kontaxis, Mr. John N. Kosmadakis, Mr. Petros T. Tzannetakis, Mr. Demosthenes N. Vardinoyannis, Mr. Nikos Th. Vardinoyannis, Mr. George P. Alexandridis, Mr. Michael – Matheos J. Stiakakis, Mr. Theofanis Chr. Voutsaras, Mr. Konstantinos V. Maraveas, Mr. Antonios Th. Theocharis. The latter two BoD members are non – executive independent. The organization of the BoD as a Body Corporate will take place shortly.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 71,826,246 – against: 3,009,654 – present: 0
Item 4: Appointment of the members of the Audit Committee: Mr. Panagiotis N. Kontaxis (Chairman), Mr. George P. Alexandridis (Member), Mr. Antonios Th. Theocharis (Member). Substitute Member: Mr. Konstantinos V. Maraveas.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 73,717,816 – against: 241,884 – present: 876,200
Item 5: Approval of a dividend of Euro 0.25 per share for the year 2010. The dividend amount is subject to 21% tax withholding (Euro 0.0525 per share) pursuant to article 14 of the Law 3943/2011. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Wednesday June 1st, 2011 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Monday May 30th, 2011 the shares of the Company will trade on the Athens Exchange ex-dividend. Tuesday June 7th, 2011 was defined as the payment date through the Dematerialized Securities System (S.A.T) Operators (banks, brokerage – securities firms).
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,835,900 – against: 0 – present: 0
Item 6: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2011 and approval of their fees.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,336,594 – against: 427,493 – present: 71,813
Item 7: Approval of the fees of the Board of Directors for the accounting year 2010 and pre-approval of their fees for the accounting year 2011.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 71,561,006 – against: 3,223,808 – present: 51,086
Item 8: Approval of amendment of articles 10, 25, 26, 27, 30, 32 and 39 of the Company Codified Memorandum and Articles of Association for the purpose of adaptation and conformity to Law 3884/2010.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 72,737,416 – against: 2,094,584 – present: 3,900
Item 9: Approval of amendment of articles 7, 23 and 28 of the Company Codified Memorandum and Articles of Association for functional purposes.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 72,309,050 – against: 2,522,950 – present: 3,900
Item 10: Approval of return of capital to shareholders of Euro 0.25 per share through reduction of the share capital of the Company with subsequent reduction of the share nominal value from Euro 1.20 to Euro 0.95 and respective amendment of article 5 of the Company Memorandum & Articles of Association. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Wednesday October 5th, 2011 (record date) for MOTOR OIL (HELLAS) S.A. will be entitled to the return of capital amount per share. As of Monday October 3rd, 2011 the shares of the Company will trade on the Athens Exchange ex-return of capital amount. Tuesday October 11th, 2011 was defined as the payment date.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,835,900 – against: 0 – present: 0
Item 11: Approval of the formation of a taxed reserve for an amount of EURO 4,136,005 relating to the Company’s participation in an investment project included in the Law 3299/2004 concerning the construction of a new sulphur recovery unit.
Number of shares for which legitimate votes were submitted: 74,835,900
Percentage on Company share capital: 67.5518%
Total number of legitimate votes: 74,835,900
Number of votes for: 74,795,900 – against: 0 – present: 40,000
MAROUSSI, MAY 27th, 2011
The Board of Directors