19/04/2024 17:25:01

Invitation to the Extraordinary General Meeting of December 23rd, 2005

Pursuant to a resolution of the Board of Directors adopted on November 30th, 2005 and pursuant to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the Company’s shareholders are invited to the Extraordinary General Shareholders’ Meeting on Friday December 23rd 2005, at 11:00 hours, to be held at the registered address of the Company, 12A Herodou Attikou Street, Maroussi, for discussion and decision on the following matters of the agenda: 

(1)Amendment – cancellation of certain provisions of the Company´ s Memorandum and Articles of Association and specifically:

(a)Amendment of paragraph 1 of article 14 regarding the number of the members of the Board of Directors.

(b)Cancellation of paragraph 5 of article 14 regarding the right of certain shareholders to appoint members in the Board of Directors of the Company.

(c)Cancellation of the 2nd section of paragraph 1 of article 16 regarding the replacement of the Managing Director by a member of the Board of Directors which has been appointed or elected following a proposal of ARAMCO OVERSEAS B.V

(d)Amendment of paragraph 1a of article 18 regarding the capacity of the Board of Directors to convene its meetings abroad and specifically the cancellation of the relevant convenience to convene its meetings at Dhahran of Saudi Arabia.

(e)Amendment of paragraph 2 of article 19 as well as of paragraph 1 of article 30 and specifically the cancellation of the requirement to keep the minutes of the Board of Directors and of the General Meetings of Company Shareholders respectively in the English language.

(2)Approval of the appointment of the new members of the Board of Directors which were elected in replacement of the members which resigned. 

Shareholders who wish to participate in the Extraordinary General Shareholders´ Meeting, according to the Law and the Company’s Codified Memorandum and Articles of Association, must block their shares, through the User of their Securities Account at the Dematerialised Securities System (S.A.T) or the Central Securities Depository, and deposit the relevant receipt together with the legal documentation, at least 5 days prior to the date of the Extraordinary General Shareholders´ Meeting.

 

Maroussi, November 30th, 2005

THE BOARD OF DIRECTORS

 

Reorganization of the Board of Directors as a Body Corporate

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission, it is hereby announced that the Board of Directors of the Company during its meeting dated November 28th, 2005 reorganized as a Body Corporate as follows:

Vardis J. Vardinoyannis  – Chairman and Managing Director, Executive Member

John V. Vardinoyannis – Vice Chairman, non executive member

Panagiotis Ν. Kontaxis – Vice Chairman, non executive member

John N. Kosmadakis – Deputy Managing Director, Executive member

Petros Τ. Tzannetakis – Deputy Managing Director, Executive member

Nikos Th. Vardinoyannis – non executive member

George P. Alexandridis – non executive member

Abdulhakim A. Al-Gouhi – non executive member

Abdullah Mohammed Al Warthan – non executive member

Ali A. Al Muhareb – non executive member

Constantinos V. Maraveas – non executive / independent member

Leonidas K. Georgopoulos – non executive / independent member 

From the above members, messrs John V. Vardinoyannis, N. Th. Vardinoyannis and L. K. Georgopoulos were elected in the places of the resigned non executive members Majid Y. Al–Mugla, Jamal A. Al–Rammah and Ali A. Saleh Al–Ghamdi  (independent member).

 

MAROUSSI,  29.11.2005

THE BOARD OF DIRECTORS

 

 

Resignations of Executives

According to the article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission, it is hereby announced that messrs Abdullah Mohammed Al Warthan and James Douglas Mc Turk resigned from the posts of the General Manager of Planning & Human Resources and Finance & Information Systems respectively. Furthermore its is announced that mr. Abdulhakim A. Al-Gouhi resigned from the post of the Managing Director.

MAROUSSI,  29.11.2005

THE BOARD OF DIRECTORS

Share Buy Back Pre-announcement (period December 1st, 2005 – May 23rd, 2006)

MOTOR OIL (HELLAS) S.A announces that in accordance with the relevant decision of the Annual Ordinary General Meeting of its shareholders of May 31st, 2005 for the acquisition of its own shares it intends to buy its own shares up to 1% of total issued and outstanding shares i.e. 1,107,800 shares, with minimum price € 7.00 per share, maximum price € 17.00 per share and validity from December 1st, 2005 to May 23rd, 2006 (included).

MAROUSSI, November 18th, 2005

THE BOARD OF DIRECTORS

Announcement in the context of PD 51/1992

According to the article 281 paragraphs 3 and 4 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) S.A announces the following: 

On November 22nd, 2005 the foreign company under the legal name Motor Oil Holdings S.A became controlling shareholder of the foreign companies – shareholders of MOTOR OIL (HELLAS) S.A under the legal names Petroventure Holdings Limited and Petroshares Limited the stakes of which in the share capital of the Company, both prior and following the completion of the transaction, were and remain 51% and 16.4% respectively. 

On the same date mentioned above, the foreign company under the legal name Aramco Overseas Company B.V, controlling shareholder of the company – shareholder of MOTOR OIL (HELLAS) S.A under the legal name Petroshares Limited, effected the sale of the aggregate number of shares in its possession issued by the latter. At the same time, Aramco Overseas Company B.V sold the aggregate number of shares in its possession (corresponding to 50% of the share capital) issued by the foreign company Petroventure Holdings Limited which is a shareholder of MOTOR OIL (HELLAS) S.A. Hence, the aggregate stake (both direct and indirect) of Aramco Overseas Company B.V in MOTOR OIL (HELLAS) S.A became nil.

 

 

Announcement of other important matters

MOTOR OIL (HELLAS) S.A announces that its shareholders – legal entities under the legal names Aramco Overseas Company B.V and Motor Oil Holdings S.A jointly made the following statement: 

“Athens / Dhahran (November 23, 2005). – Aramco Overseas Company (AOC) and Motor Oil Holdings S.A. (MOHH), a member of the Vardinoyannis group of Greece, announced today that they have completed the sale/purchase of AOC’s remaining interest in Motor Oil (Hellas) Corinth Refineries S.A. (MOH). 

Motor Oil (Hellas) Corinth Refineries S.A. (MOH) commenced operations in 1972, producing both lubricants and industrial fuels.  MOH subsequently undertook a series of investments in the refinery, and in 1975, commenced production of a full range of refined petroleum products. In March 1996, AOC acquired a 50% interest in MOH, which was reduced by 8.1% in the 2001 IPO. Since 1996 the refinery has completed four major upgrading projects enabling it to both meet the European Union’s stringent clean fuel quality specifications and increase the production of valuable transportation fuels. MOH is now one of the most sophisticated upgrading refineries in the Mediterranean region and has the capability of producing high quality transportation fuels from a wide variety of lower–cost sour crude oils. 

Commenting on the sale, Mr. A.A. Al-Gouhi, the AOC-nominated former Managing Director of MOH, observed that since its investment in MOH in 1996, AOC and its parent, Saudi Aramco, the national oil company of Saudi Arabia, had enjoyed a profitable and mutually beneficial relationship with the Vardinoyannis group as controlling shareholders of MOH. He said that over the intervening 9½ years, the company had evolved into one of the most sophisticated and efficient refineries in the Mediterranean. The company’s future prospects were bright following the successful completion of the € 350 million refinery upgrade project. Mr. Al-Gouhi explained AOC’s decision to divest its remaining interest in MOH by pointing to considerations associated with Saudi Aramco’s long-term downstream investment strategy, which focuses on the creation of new export refining capacity in the Kingdom of Saudi Arabia and shift of overseas investment focus on high-growth Asian downstream markets. He wished MOH and its technically proficient and commercially astute workforce and management best wishes for future success. 

Reflecting on their long-term joint-venture relationship, MOH Chairman Mr. V.J. Vardinoyannis thanked AOC and Saudi Aramco for the strong support they had provided for the growth and development of MOH over the last decade and indicated that he looks forward to a continuing relationship with Saudi Arabia as a major crude oil supplier”.

 

 

Invitation to the Extraordinary General Meeting of December 14th, 2005

Pursuant to a resolution of the Board of Directors adopted on Νovember 21st 2005 and pursuant to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the Company’s shareholders are invited to the Extraordinary General Shareholders’ Meeting on Wednesday December 14th 2005, at 11:00 hours, to be held at the registered address of the Company, 12A Herodou Attikou Street, Maroussi, for discussion and decision on the following matter: 

1.Approval of a Bond Loan according to article 6 of Law 3156/2003 up to the amount of 150,000,000 US Dollars and the provision of authorisation to the Board of Directors to negotiate the specific terms with the banking institutions and attend to the procedural matters relating to the issuance of the loan. 

Shareholders who wish to participate in the Extraordinary General Shareholders´ Meeting, according to the Law and the Company’s Codified Memorandum and Articles of Association, must block their shares, through the User of their Securities Account at the Dematerialised Securities System (S.A.T) or the Central Securities Depository, and deposit the relevant receipt together with the legal documentation, at least 5 days prior to the date of the Extraordinary General Shareholders´ Meeting. 

 

Maroussi, November 21st, 2005

THE BOARD OF DIRECTORS

 

Announcement in the context of PD 51/1992

According to the article 281 paragraphs 3 and 4 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) S.A announces that on November 14th, 2005 its shareholder under the legal name Aramco Overseas Company B.V transferred by the means of an over the counter transaction the aggregate of its stake in the Company, totaling 18,173,690 shares, to the entity under the legal name Petroshares Limited as contribution in specie to the share capital of the latter. Consequently, the direct stake of Aramco Overseas Company B.V in the share capital of MOTOR OIL (HELLAS) S.A decreased to 0% while the respective stake of Petroshares Limited (which is controlled by Aramco Overseas Company B.V) increased to 16.4%.

Payment of the interim dividend for the year 2005

It is announced that the Board of Directors of the Company in its meeting of November 9th, 2005 decided the distribution of an interim dividend of 0.20 Euro per share as advance payment for year 2005 dividend. Shareholders entitled to the interim dividend are the owners of the shares of the Company at the closing of the trading day of the Athens Stock Exchange of December 2nd, 2005 according to the clearing of the Central Securities Depository S.A.

The shares of the Company will be trading ex-interim dividend as of December 5th, 2005. December 20th, 2005 is declared as interim dividend payment commencement date. The payment of the interim dividend will be effected by the means of crossed bankers´ drafts made payable to the shareholders mailed to their address. For the collection of the interim dividend it is necessary that shareholders present to the Bank both the bankers´ drafts and their Identification Card. In case bankers´ drafts are lost or undelivered shareholders can contact the Headquarters of the Company (tel: 2108094042, Shareholders Department). Dividends which will not be collected within 5 years are written off in favour of the Hellenic State.

 

MAROUSSI, 16 NOVEMBER 2005 

THE BOARD OF DIRECTORS

 

 

 

 

Amount of interim dividend for the year 2005

The Board of Directors of the Company, following its decision of October 14th, 2005 for the distribution of an interim dividend for the year 2005, in its meeting dated November 9th, 2005 declared the amount of Euro 0.20 as the interim dividend per share.

The interim dividend will be paid at least twenty (20) days after the fulfillment of the publications and formalities provided for by Law 2190/1920.  The ex – interim dividend date as well as the interim dividend payment commencement date will be determined with a subsequent decision of the Board of Directors.

MAROUSSI, 9 NOVEMBER 2005

THE BOARD OF DIRECTORS