Month: May 2011

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

 

According to article 19 paragraph 2 of the Law 3556/2007, MOTOR OIL (HELLAS) S.A. hereby presents the proposed amendments of its Articles of Association with regard to items 8, 9 and 10 of the daily agenda of the Annual Ordinary General Meeting of Company Shareholders to be convened on Thursday May 26th, 2011 at 12:30 hrs at NJV Athens Plaza Hotel (Vasileos Georgiou A2 str., Syntagma Square).

Item 8 of the daily agenda relates to amendments of the Company’s Codified Memorandum and Articles of Association for the purpose of adaptation and conformity to the Law 3884/2010 that introduced significant changes in the way General Assembly Meetings are conducted.

A summary of these amendments is presented hereunder:

Article 10 (Liability to third parties): a new paragraph numbered no. 3 will be added reading as follows:

 “3. The Company secures equal treatment of all shareholders who are in the same status”.

Article 25 (Notice for a session of the General Meeting): six (6) new sections will be added at the end of paragraph 2 of this article stating that the text of the notice to the shareholders to a General Meeting should include at least information regarding:

the shareholder minority rights pursuant to paragraphs 2, 2a, 4 and 5 of article 39 of the Codified Law (CL) 2190/1920 (section a),

the voting procedure through  a shareholder representative and the documents to be used for this purpose (section b),

the procedure to exercise the voting rights (section c),

the record date denoting shareholder status of the shareholders eligible to participate and vote in the General Meeting (section d),

the place and the way the documents (proxy voting forms, comment of the Board on the items of the agenda, notice to shareholders to a General Meeting) provided in paragraph 3 of article 27 of the CL 2190/1920 can be obtained (section e),

the Company site address the above documents are available (section f).

Furthermore, new text will be added at the end of paragraph 3 of this article stating the obligation of the Company to upload all items provided in paragraph 3 of article 27 of the Codified Law 2190/1920 on the Company website throughout the intervening period from the date of publication of the notice to the shareholders until the date of the General Meeting.

Moreover, new text will be added at the end of paragraph 4 of this article stating that a repeat General Meeting can be convened provided a ten (10) day period intervenes between the Meeting that has been cancelled and the repeat Meeting.

Article 26 (Participation in a General Meeting): This article will be amended in its entirety since following the introduction of the Law 3884/2010 the way General Meetings are convened and function has changed completely. All three (3) current paragraphs of this article will be deleted and will be replaced by six (6) new paragraphs elaborating on:

the fact that shareholders can participate and vote in General Meetings no longer having the obligation to block their shares (paragraph 1),

the ability of shareholders to appoint a representative for a General Meeting or for a number of Meetings scheduled to take place within a certain period of time (paragraph 2),

the obligation of a shareholder representative to announce to the Company before the beginning of the General Meeting any particular event which may be of use to the shareholders to evaluate the risk that he may serve interests other than those of the shareholder represented (paragraph 3),

the fact that shareholder status for participation and voting in General Meetings is evidenced according to the HELEX electronic files of the Company on the relevant record date (paragraph 4),

the obligation of the Board of Directors of the Company to prepare a list with all shareholders eligible to participate and vote in General Meetings (paragraph 5),

the fact that the Company recognises as shareholders eligible to participate and vote in General Meetings only those individuals and entities having shareholder status on the relevant record date (paragraph 6).

Article 27 (List of shareholders): The only amendment will concern the provision that the Board should compile the list of shareholders entitled to participate and vote in a General Meeting 24 hours before the Meeting date (prior to the introduction of the Law 3884/2010 the deadline was 48 hours).

Article 30 (Conduct of the sessions of General Meetings): A new paragraph will be added after current paragraph 3 while current paragraph 4 will be renumbered to 5. The new paragraph no. 4 will state that under the responsibility of the Board the voting results per agenda item of a General Meeting (for, against, abstain) will be uploaded on the Company site within five (5) days following the Meeting date.

Article 32 (Minority rights): Paragraph 2 of this article will be amended to incorporate all changes introduced by the Law 3884/2010 with regard to shareholder minority rights in the case of listed companies. Moreover, new text will be added in paragraph 4 stating the ability of the Board to answer in a uniform manner to shareholder requests with the same content, and also the ability of the Board to refuse to provide information on condition that such information is already available through the Company site in “question & answer” form in particular. Furthermore, new text will be added in paragraph 8 stating that shareholder status of shareholders requesting information can be evidenced by the relevant certificate issued by HELEX or through direct Company access to HELEX electronic files.

Article 39 (Discharge of the Board of Directors and the Auditors from any liability for damages): New text will be added in paragraph 2 of this article stating that Company Directors can participate as shareholder representatives in the voting procedure regarding their discharge from any liability on condition that they have received authorization with firm and specific voting instructions from the shareholders that they represent.

Item 9 of the daily agenda concerns amendments of the Company’s Codified Memorandum and Articles of Association for functional purposes.

A summary of these amendments is presented hereunder:

Article 7 (increase of the share Capital): Paragraph 2 will be amended to read as follows:

 “2. The General Assembly of Company shareholders is the only authority responsible to decide on matters of share capital increase. The General Assembly is also responsible to decide on matters of issuance of bond loans, yet, in cases of common bond loans the responsibility may rest and on the Board of Directors provided the decision is taken with a majority of at least two thirds (2/3) of its total number of its members”. Currently the Board has no authority to decide on matters of issuance of common bond loans.

Article 23 (Responsibilities of the General Assembly): Consequently to the proposed amendment of article 7 of the Company’s Memorandum, the amendment of section j) of paragraph 2 of this article is proposed which will read as follows:

“j) The issuance of bond loans as well as the issuance of debentures, according to the provisions of articles 3a and 3b of the CL 2190/1920 as amended, and with the reservation regarding the responsibility of the Board of Directors according to article 7 paragraph 2 concerning the issuance of common bond loans”. Currently the responsibility for the decision for the issuance of common bond loans belongs exclusively to the General Assembly.

Article 28 (Quorum at the General Meetings): Paragraph 1 of this article will be amended to read as follows:

“1. There will be a quorum at the General Meeting and the General Meeting will validly hold its sessions in regard to the items of the agenda if shareholders representing at least one fifth (1/5) of the Company’s share capital are present at the beginning of the session either in person or by proxy”. Currently the requirement is for a quorum of 51%.

Item 10 of the daily agenda concerns the amendment of article 5 (Share Capital) of the Company’s Codified Memorandum since the return of capital to the shareholders will be effected through the reduction of the share nominal value by Euro 0.25.

Therefore, post share capital return, the Company share capital will become Euro 105,243,831 divided into 110,782,980 common registered shares of a (new) nominal value Euro 0.95 each.

Currently, the share capital of the Company amounts to Euro 132,939,576 divided into 110,782,980 common registered shares of nominal value Euro 1.20 each.

Maroussi, May 12th, 2011

The Board of Directors

Pursuant to a resolution of the Board of Directors 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 Ordinary General Meeting on Thursday, May 26th, 2011 at 12:30 hours, to be held at the NJV Athens Plaza Hotel, A2 Vassileos Georgiou Street, Syntagma Square, Athens for discussion and decision on the following matters of the agenda:

1.Approval of Financial Statements (on a Consolidated & Parent Company basis) for the fiscal year 2010 (1.1.2010 – 31.12.2010) together with the accompanying BoD and Auditor Reports.

2.Discharge of the Members of the BoD and of the Auditors from any liability for damages with regard to the Financial Statements and activities during the above mentioned accounting year.

3.Election of the Members of the new Board of Directors as the term of service of the existing Board expires.

4.Appointment of the Members of the Audit Committee according to article 37 of the Law 3693/2008.

5.Approval of a Dividend for the fiscal year 2010.

6.Election of two Certified Auditors (ordinary & substitute) for the accounting year 2011 and approval of their fees.

7.Approval of the fees paid to BoD Members for 2010 and pre-approval of their fees for 2011.

8.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.

9.Amendment of articles 7, 23 and 28 of the Company Codified Memorandum and Articles of Association for functional purposes.

10.Return of capital to shareholders through reduction of the share capital of the Company with subsequent reduction of the share nominal value and respective amendment of article 5 of the Company Memorandum & Articles of Association.

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.

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: Saturday May 21st, 2011) prior to the date of the Annual Ordinary General Meeting will be eligible to participate and vote. 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 on the third day prior to the date of the Annual Ordinary 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 Ordinary General Meeting date.

In case that the required quorum, according to the Law and the Company Codified Memorandum and Articles of Association, is not achieved and because of this reason decisions on the matters on the agenda cannot be made, a First Repeat Meeting will be held on Tuesday June 7th, 2011 at 14:00 hours at the above NJV Athens Plaza Hotel (A2 Vassileos Georgiou Street, Syntagma Square). In case no quorum is attained during the First Repeat General Meeting, a Second Repeat General Meeting will follow on Thursday, June 23rd 2011 at 14:00 hours likewise at the above hotel. Record dates are Friday, June 3rd 2011 and Sunday, June 19th 2011 for the First and Second Repeat General Meetings respectively. The Company must safely receive the relevant “HELEX” certificate in paper format or the electronic confirmation denoting the shareholder status on the third day prior to the date of the First or Second – as the case might be – Repeat General Meeting, at the latest.

Eligible shareholders, as defined above, can participate in the Annual Ordinary 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 Annual Ordinary General Meeting by appointing up to three (3) persons as their representatives. Nevertheless, if a shareholder keeps MOTOR OIL (HELLAS) S.A. shares in more than one securities accounts, 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 Annual Ordinary 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 Annual Ordinary 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’s (HELLAS) S.A. registered address (12A Herodou Attikou street, 151 24 Maroussi) in good time for receipt three (3) days prior to the Annual Ordinary 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 Memorandum and Articles of Association, the use 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 Memorandum and Articles of Association, remote participation and voting as well as participation and voting through electronic means in the Annual Ordinary 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 Annual Ordinary 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 Annual Ordinary General Meeting date. 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 Annual Ordinary General Meeting date have the right to ask for draft decisions on the matters included on the initial or the revised agenda of the Annual Ordinary 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 Annual Ordinary General Meeting date, the Board of Directors is under the obligation to provide to the General Assembly the specific information requested regarding corporate affairs, to the extent that such information is useful for the correct appreciation of the matters on the daily agenda. No obligation for provision of information exists when the relevant information is available through the Company website. Moreover, following a request by shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is under the obligation to announce to the General Assembly, provided this is an Ordinary one, the amounts paid to every member of the Board of Directors or to Company executives during the past two year period, as well as any perks to these individuals for whatever reason or contractual agreement between them and the Company. In all above cases the Board of Directors may refuse to grant the information on the grounds of sufficient substantial reason, which has to be stated in the Minutes of the General Meeting (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 Annual Ordinary General Meeting, the Board of Directors is under the obligation to provide to the Ordinary 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 Annual Ordinary 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 Annual Ordinary 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, April 20th, 2011

THE BOARD OF DIRECTORS