Month: February 2011

Pursuant to a resolution of the Board of Directors dated February 7th, 2011 and according to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the shareholders of MOTOR OIL (HELLAS) S.A. are invited to an Extraordinary General Meeting on Monday March 14th, 2011 at 10:00 hours, to be held at the Company Headquarters at Irodou Attikou 12A Street, at Maroussi for discussion and decision on the following matters of the daily agenda:

1.Approval of issuance of three common Bond Loans, according to article 6 of Law 3156/2003, for amounts of up to 200,000,000 EURO, 50,000,000 EURO and 50,000,000 EURO respectively and provision of authorisation to the Board of Directors to negotiate the specific terms with the Banks / Financial Institutions and attend to the procedural matters relating to the issuance of the loans. The loans in question will replace existing short term bank liabilities of equal amounts.

2.Approval of issuance of two common Bond Loans, according to article 6 of Law 3156/2003, for amounts of up to 100,000,000 USD and 50,000,000 EURO respectively and provision of authorisation to the Board of Directors to negotiate the specific terms with the Banks / Financial Institutions and attend to the procedural matters relating to the issuance of the loans.

Only the individuals and legal entities registered as shareholders of MOTOR OIL (HELLAS) S.A. in the electronic files of the “Hellenic Exchanges –HELEX – Holding S.A. Clearing, Settlement and Registry” (previously known as “Central Securities Depository” which is the authorised body at which Company securities are kept in dematerialised form) at the beginning of the fifth day (record date: Wednesday March 9th, 2011) prior to the date of the Extraordinary General Meeting will be eligible to participate and vote. The proof of shareholder status will be evidenced by presenting the relevant certificate issued by “HELEX” in paper format or, alternatively, through direct Company access to the “HELEX” electronic files. The Company must safely receive the relevant “HELEX” certificate or the electronic confirmation denoting the shareholder status three days prior to the date of the Extraordinary General Meeting at the latest. Shareholders who do not comply with the provisions of article 28a of the Codified Law 2190/1920 can only participate in the meeting following permission granted by the General Assembly. There is no requirement for share blocking on behalf of the entitled shareholders or other similar procedure limiting the ability to sell or transfer the shares during the intervening period between the record date and the Extraordinary Meeting date.

In case that the required quorum, according to the Law and the Company’s Articles of Association, is not achieved and because of this reason a decision on the matters of the agenda cannot be made, a Repeat Shareholders’ Meeting will be held on Monday March 28th, 2011 at 10:00 hours at the Company Headquarters at Irodou Attikou 12A, Street at Marousssi. Only the individuals and legal entities registered as MOTOR OIL (HELLAS) S.A. shareholders in the electronic files of the “Hellenic Exchanges –HELEX – Holdings S.A. Clearing, Settlement and Registry” at the beginning of the fourth day (record date: Thursday March 24th, 2011) prior to the date of the Repeat General Meeting will be eligible to participate and vote. The Company must safely receive the relevant “HELEX” certificate in paper format or the electronic confirmation denoting the shareholder status three days prior to the date of the Repeat General Meeting at the latest.

Eligible shareholders, as defined above, can participate in the Extraordinary General Meeting of the Company in person or through legally authorised representatives by presenting a copy of their S.A.T. details and their Identification Card (ID) or other documentation proving their identity.

Each shareholder has the right to appoint up to three (3) representatives. Legal Entities may participate in the Extraordinary General Meeting by appointing up to three (3) persons as their representatives. Nevertheless, if a shareholder has MOTOR OIL (HELLAS) S.A. shares in more than one securities account, the limitation in the number of representatives does not prevent the shareholder from appointing different representatives for the shares kept in each separate securities account in connection to the Extraordinary General Meeting. A representative acting on behalf of several shareholders may vote in a different way for each shareholder.

A shareholder representative is under the obligation to disclose to MOTOR OIL (HELLAS) S.A., prior to the commencement of the Extraordinary General Meeting, any specific fact, which may be useful to Company shareholders for the assessment of the likelihood that the representative may serve interests other than those of the represented shareholder. Within the context of the present paragraph, a conflict of interest may arise particularly in cases in which the shareholder representative:

a)Is the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

b)Is a member of the Board of Directors or the management team of MOTOR OIL (HELLAS) S.A. in general or of the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

c)Is an employee or certified auditor of MOTOR OIL (HELLAS) S.A. or of the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

d)Is the spouse or first degree relative of one of the persons mentioned in the above cases a) to c)

The relevant representation (proxy) form is available at the Company website (www.www.moh.gr menu option: Investor Relations / Shareholder Structure) and has to be duly signed and submitted or sent by post to MOTOR OIL (HELLAS) S.A. registered address (12A Herodou Attikou street, 151 24 Maroussi) in good time for receipt three (3) days prior to the Extraordinary General Meeting date or the Repeat General Meeting date. Shareholders having no access to the Company website can secure copies of the representation (proxy) form by calling at the Company Shareholders’ Office (tel: +30 210 8094 042 person responsible: Ms Gipari) which will attend to dispatch arrangements. Due to lack of a relevant provision in the Company Articles of Association, the usage of electronic means for the appointment and annulment of shareholder representatives will not be accepted.

Each registered share issued by the Company is entitled to one vote. Due to lack of a relevant provision in the Company Articles of Association, remote participation and voting as well as participation and voting through electronic means in the Extraordinary General Meeting or the possible Repeat General Meeting will not be feasible.

Pursuant to the provisions of article 26 of the Codified Law 2190/1920 as it is in force, the Company hereby informs its shareholders that:

-Shareholders representing 1/20 of the paid up share capital of the Company have the right to request from the Board of Directors to include additional matters on the daily agenda of the Extraordinary General Meeting provided that the submission of the relevant request should come to the notice of the Board of Directors at least 15 days prior to the Extraordinary General Meeting date (deadline: Sunday February 27th, 2011). The request for the inclusion of additional matters on the daily agenda must be accompanied by justified opinion or draft decision for approval by the General Assembly (Codified Law 2190/1920, article 39 paragraph 2)

-Shareholders representing 1/20 of the paid up share capital of the Company through a request which should come to the notice of the Board of Directors at least 7 days prior to the Extraordinary General Meeting date (deadline: Monday March 7th, 2011) have the right to ask for draft decisions on the matters included on the initial or the revised agenda of the Extraordinary General Meeting (Codified Law 2190/1920, article 39 paragraph 2a)

-Following a request by any Company shareholder, provided this request is submitted to the Company at least 5 full days prior to the Extraordinary General Meeting date (deadline: Wednesday March 9th, 2011), the Board of Directors is under the obligation to provide to the Extraordinary General Assembly the specific information requested regarding corporate affairs, to the extent that such information is useful for the correct assessment on the matters on the daily agenda. No obligation for provision of information exists when the relevant information is available through the Company website (Codified Law 2190/1920, article 39 paragraph 4).

-Following a request by shareholders representing 1/5 of the paid up share capital of the Company which has been submitted to the Company at least 5 full days prior to the Extraordinary General Meeting (deadline: Wednesday March 9th, 2011), the Board of Directors is under the obligation to provide to the Extraordinary General Assembly information regarding the course of business affairs and the financial position of the Company. The Board of Directors may refuse to provide such information based on sufficient and material reason which is recorded in the Minutes of the General Meeting (Codified Law 2190/1920, article 39 paragraph 5).

The full text of the above mentioned paragraphs 2, 2a, 4 and 5 of article 39 of the Codified Law 2190/1920 is available at the Company website (www.www.moh.gr  menu option: Investor Relations / Shareholder Structure).

All information pursuant to paragraph 3 of article 27 of the Codified Law 2190/1920 (invitation to the Extraordinary General Meeting, number of Company shares outstanding and the corresponding number of voting rights, comment of the Board of Directors on the matters on the daily agenda, representation (proxy) form for the Extraordinary General Meeting) is available at the Company site (www.www.moh.gr    menu option: Investor Relations / Announcements – Press Releases / General Shareholders’ Meetings or/and: Investor Relations / Shareholder Structure). Copies of the above mentioned documents are also available at the Company Shareholders’ Office (12A Herodou Attikou street, Maroussi, tel: +30 210 8094 042).

Maroussi, February 7th, 2011

THE BOARD OF DIRECTORS

COMMENT OF THE BOARD OF DIRECTORS OF MOTOR OIL (HELLAS) ON THE ITEMS OF THE AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 14TH, 2011

Pursuant to article 27 of the Codified Law 2190/1920 as it is in force, the comments of the Board of Directors of MOTOR OIL (HELLAS) S.A. on the items of the daily agenda of the Extraordinary General Shareholders Meeting to be held on Monday March 14th, 2011 at 10:00 hrs at the Headquarters of the Company at 12A Irodou Attikou street at Maroussi are presented hereunder.

With regard to the first item on the agenda

“Approval of issuance of three common Bond Loans, according to article 6 of Law 3156/2003, for amounts of up to 200,000,000 EURO, 50,000,000 EURO and 50,000,000 EURO respectively and provision of authorisation to the Board of Directors to negotiate the specific terms with the Banks / Financial Institutions and attend to the procedural matters relating to the issuance of the loans. The loans in question will replace existing short term bank liabilities of equal amounts” the Board hereby notes the following:

During 2010 the Company acquired the shares of the companies “Coral S.A.” (previously “Shell Hellas S.A.”) and “Coral Gas AEBEY” (previously “Shell Gas A.E.B.E.YGRAERION”) while the new Crude Distillation Unit (new CDU) of a processing capacity of 60,000 barrels per day was put in operation.

 The acquisition of “Coral S.A.” and “Coral Gas AEBEY” as well as the new CDU investment concern a time frame well beyond that of one accounting period. The financing of the acquisitions and the new CDU project was facilitated through the increase of the credit lines granted to the Company from the credit institutions with which it traditionally does business. As a result, a restructuring of the Company’s existing bank liabilities, by converting part of its short term to long term debt, is deemed necessary.

With regard to the second item on the agenda

“Approval of issuance of two common Bond Loans, according to article 6 of Law 3156/2003, for the amounts of up to 100,000,000 USD and 50,000,000 EURO respectively and provision of authorisation to the Board of Directors to negotiate the specific terms with the Banks / Financial Institutions and attend to the procedural matters relating to the issuance of the loans” the Board hereby notes the following:

Following the developments in the fronts of acquisitions and investments mentioned earlier, it is necessary that the Company adapts to the new conditions (enhancement of its activities – increase of Refinery processing capacity by 50%). To this end, additional funding must be secured, to finance the Company’s permanent higher working capital requirements, part of which denominated in USD which is the currency in terms of which the supply of crude takes place.