DECISIONS OF THE 2015 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 June 17th, 2015 at 12:30 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 68.80% 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 2014 Financial Statements (Parent Company – Consolidated) along with the relevant reports of the Board of Directors and of the Auditors – the proposal for no dividend distribution for the fiscal 2014 was also approved..
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 75,748,362 – against: 72,900 – abstain: 400,047
Item 2: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2014 Financial Statements.
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 75,944,762 – against: 143,500 – abstain: 133,047
Item 3: Election of the new Board: Mr. Vardis J. Vardinoyannis, Mr. John V. Vardinoyannis, Mr. John N. Kosmadakis, Mr. Petros T. Tzannetakis, Mr. Nikos Th. Vardinoyannis, Mr. George P. Alexandridis, Mr. Michael – Matheos J. Stiakakis, Mr. Theofanis Chr. Voutsaras, Ms Niki D. Stoufis, 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: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 69,297,318 – against: 6,883,991 – abstain: 40,000
Item 4: Appointment of the members of the Audit Committee: Mr. George P. Alexandridis (Chairman), Mr. Antonios Th. Theocharis (Member), Mr. Konstantinos V. Maraveas. Substitute Member: Ms Niki D. Stoufis
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 76,168,857 – against: 12,452 – abstain: 40,000
Item 5: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2015 and approval of their fees.
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 74,353,450 – against: 68,758 – abstain: 1,799,101
Item 6: Approval of the fees of the Board of Directors for the accounting year 2014 and pre-approval of their fees for the accounting year 2015.
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 76,181,309 – against: 0 – abstain: 40,000
Item 7: Approval of the share buy back program (maximum number of Company shares to be bought: 2,000,000, maximum price Euro 10 per share, minimum price Euro 4 per share, program duration: June 18, 2015 – June 16, 2017, through the Member of the Athex PIRAEUS SECURITIES) and provision of authorisation to the Board for the procedural matters related to the program.
Number of shares for which legitimate votes were submitted: 76,221,309
Percentage on Company share capital: 68.80%
Total number of legitimate votes: 76,221,309
Number of votes for: 76,181,309 – against: 0 – abstain: 40,000
MAROUSSI, JUNE 18th, 2015
The Board of Directors