25/04/2024 17:25:01

Decisions of the 2012 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 28th, 2012 at 12:30 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 73.6682% 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 2011 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: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 75,842,813 – against: 0 – abstain: 5,769,037

 

Item 2: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2011 Financial Statements.

 

Number of shares for which legitimate votes were submitted: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 75,745,813 – against: 97,000 – abstain: 5,769,037

 

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: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 69,705,604 – against: 5,888,515 – abstain: 6,017,731

 

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: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 74,627,725 – against: 966,394 – abstain: 6,017,731

 

Item 5: Approval of a dividend of Euro 0.40 per share for the year 2011. The dividend amount is subject to 25% tax withholding (Euro 0.10 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 July 4th, 2012 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Monday July 2nd, 2012 the shares of the Company will trade on the Athens Exchange ex-dividend. Tuesday July 10th, 2012 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: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 80,228,872 – against: 0 – abstain: 1,382,978

Item 6: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2012 and approval of their fees.

 

Number of shares for which legitimate votes were submitted: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 74,972,966 – against: 787,498 – abstain: 5,851,386

 

Item 7: Approval of the fees of the Board of Directors for the accounting year 2011 and pre-approval of their fees for the accounting year 2012.

 

Number of shares for which legitimate votes were submitted: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 75,842,813 – against: 0 – abstain: 5,769,037

 

Item 8: Approval of return of capital to shareholders of Euro 0.10 per share through reduction of the share capital of the Company with subsequent reduction of the share nominal value from Euro 0.95 to Euro 0.85 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 November 7th, 2012 (record date) for MOTOR OIL (HELLAS) S.A. will be entitled to the return of capital amount per share. As of Monday November 5th, 2012 the shares of the Company will trade on the Athens Exchange ex-return of capital amount. Tuesday November 13th, 2012 was defined as the payment date.

 

Number of shares for which legitimate votes were submitted: 81,611,850

Percentage on Company share capital: 73.6682%

Total number of legitimate votes: 81,611,850

Number of votes for: 80,228,872 – against: 0 – abstain: 1,382,978

 

 

MAROUSSI, JUNE 29th, 2012

The Board of Directors

Payment of dividend for the year 2011

MOTOR OIL (HELLAS) S.A. hereby announces that the Annual Ordinary General Meeting of the Company shareholders of June 28th, 2012 approved the distribution of a dividend amount of Euro 0.40 per share for the fiscal year 2011. The dividend amount is subject to a 25% tax withholding (that is Euro 0.10 per share) pursuant to article 14 of the Law 3943/2011 (Government Gazette A΄ 66/31.3.2011). Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Wednesday July 4th, 2012 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Monday July 2nd, 2012 the shares will trade ex-dividend for the year 2011.

The payment of the dividend for the year 2011 to the shareholders will be effected on Tuesday July 10th, 2012 through the payee bank BANK OF PIRAEUS S.A. according to one of the following options:

1. Through the Dematerialized Securities System (S.A.T.) Operators (banks, brokerage – securities firms) according to the payment procedure defined in section 5.5 of the Athens Exchange Regulation and in article 39 of the Codified Regulation of the Operation of S.A.T.

2. Shareholders who have revoked the dividend collection authorization to their S.A.T. Operators will be attended to at any branch of BANK OF PIRAEUS S.A.

3. Shareholders not credited by their S.A.T. Operators, for whatever reason, will be attended to at any branch of BANK OF PIRAEUS S.A. from Monday July 16th, 2012.

For the cases 2 and 3 described above, shareholders can collect the dividend in person or through their legally authorized representative until December 31st, 2012 by presenting to the payee bank a copy of their S.A.T details and their Identification Card.

After December 31st, 2012 the collection of the dividend will be possible only from the Headquarters of the Company, Shareholders´ Department (12A Irodou Attikou str., 151 24 Maroussi tel. +30 210 8094 042).
Dividends which will not be collected within 5 years are written off in favor of the Hellenic State.

MAROUSSI, JUNE 28th, 2012
THE BOARD OF DIRECTORS

Announcement in the Context of the Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 22nd, 2012, the son (related person) of Mr. Ioannis Dimakis sold 500 MOTOR OIL (HELLAS) S.A. shares of total value EURO 2,660.

Mr. Ioannis Dimakis is Corporate Announcements Officer and, according to article 13 of the Law 3340/2005, a person obliged to acknowledge his stock exchange transactions on Company shares.

Maroussi, June 25th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Announcement in the Context of Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 22nd, 2012, MOTOR OIL HOLDINGS LIMITED purchased through an Over-The-Counter (OTC) transaction 443,820 MOTOR OIL (HELLAS) S.A. shares of total value  EURO 2,108,145 from DOSON INVESTMENTS COMPANY.

The present announcement is made in the context of article 6, par. 1(b) case (iv) of the Capital Market Commission Decision 3/347/12.7.2005.

More specifically, the Board of Directors of MOTOR OIL HOLDINGS S.A. consists of Messrs. Vardis J. Vardinoyannis, John V. Vardinoyannis and Petros T. Tzannetakis who are, respectively, Chairman, Executive Vice-Chairman and Executive Member of the BoD of MOTOR OIL (HELLAS) S.A., while DOSON INVESTMENTS COMPANY is closely associated with Mr. Nikos Th. Vardinoyannis, Non-Executive BoD Member of MOTOR OIL HELLAS S.A.

All above individuals are obliged to acknowledge their stock exchange transactions on Company shares according to article 13 of Law 3340/2005.

Maroussi, June 25th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Announcement in the Context of the Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 19th, 2012, the son (related person) of Mr. Ioannis Dimakis sold 500 MOTOR OIL (HELLAS) S.A. shares of total value EURO 2,460.

Mr. Ioannis Dimakis is Corporate Announcements Officer and, according to article 13 of the Law 3340/2005, a person obliged to acknowledge his stock exchange transactions on Company shares.

Maroussi, June 20th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Announcement in the Context of Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 18th, 2012, MOTOR OIL HOLDINGS S.A. sold through an Over-The-Counter (OTC) transaction 320,000 MOTOR OIL (HELLAS) S.A. shares of total value  EURO 1,440,000 to DOSON INVESTMENTS COMPANY.

The present announcement is made in the context of article 6, par. 1(b) case (iv) of the Capital Market Commission Decision 3/347/12.7.2005.

More specifically, the Board of Directors of MOTOR OIL HOLDINGS S.A. consists of Messrs. Vardis J. Vardinoyannis, John V. Vardinoyannis and Petros T. Tzannetakis who are, respectively, Chairman, Executive Vice-Chairman and Executive Member of the BoD of MOTOR OIL (HELLAS) S.A., while DOSON INVESTMENTS COMPANY is closely associated with Mr. Nikos Th. Vardinoyannis, Non-Executive BoD Member of MOTOR OIL HELLAS S.A.

All above individuals are obliged to acknowledge their stock exchange transactions on Company shares according to article 13 of Law 3340/2005.

Maroussi, June 19th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Announcement in the context of the Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 14th, 2012, Mr. Petros T. Tzannetakis, Deputy Managing Director – Chief Financial Officer and Executive BoD Member (person obliged to acknowledge his Stock Exchange transactions on Company shares, according to article 13 of the Law 3340/2005), bought 500 MOTOR OIL (HELLAS) S.A. shares of total value ΕΥΡΩ 2,100.

Maroussi, June 15th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Announcement in the context of the Law 3556/2007: Transaction Acknowledgment

It is hereby announced that on June 12th, 2012, MOTOR OIL HOLDINGS S.A. purchased 3,000 MOTOR OIL (HELLAS) S.A. shares of total value EURO 12,090.

The present announcement is made in the context of article 6, par. 1(b) case (iv) of the Capital Market Commission Decision 3/347/12.7.2005, since the Board of Directors of MOTOR OIL HOLDINGS S.A. consists of Messrs. Vardis J. Vardinoyannis, John V. Vardinoyannis, and Petros T. Tzannetakis.

The above individuals are, respectively, Chairman, Executive Vice-Chairman and Executive Member of the BoD of MOTOR OIL (HELLAS) S.A. and, therefore, obliged to acknowledge their stock exchange transactions on Company shares according to article 13 of the Law 3340/2005.

Maroussi, June 13th, 2012

Transactions after December 31, 2010 (Article 13 Law 3340/05)

Proposed amendments of articles of association (AGM June 28th, 2012)

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 item 8 of the daily agenda of the Annual Ordinary General Meeting of Company Shareholders to be convened on Thursday June 28th, 2012 at 12:30 hrs at NJV Athens Plaza Hotel (2 Vasileos Georgiou A’ str., Syntagma Square). 

Item 8 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 0.10. 

Therefore, two new paragraphs will be inserted at the end of article 5 of the Company’s Codified Memorandum as follows: 

“Following the decision of the Annual Ordinary General Assembly of Company shareholders dated June 28th, 2012 the share capital of the Company was reduced by the amount of Euro 11,078,298 through subsequent reduction of the nominal value of each Company share by the amount of Euro 0.10 and payment of the respective amount to the Company shareholders. 

As a result of the above decision, the share capital of the Company amounts to Euro 94,165,533 divided into 110,782,980 common registered shares of a nominal value Euro 0.85 each.”
 

Maroussi, June 12th, 2012.

The Board of Directors