27/03/2024 16:29:18

Organization of the New 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, which was elected by the Annual Ordinary General Assembly of Company Shareholders of June 19th, 2013, during its meeting dated June 25th, 2013 organized as a Body Corporate as follows:

 

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

John V. Vardinoyannis – Vice Chairman, Executive Μember

John N. Kosmadakis – Deputy Managing Director, Executive Μember

Petros Τ. Tzannetakis – Deputy Managing Director, Executive Μember

Nikos Th. Vardinoyannis – Νon Executive Μember

George P. Alexandridis – Νon Executive Μember

Michael-Matheos J. Stiakakis – Executive Μember

Theofanis Chr. Voutsaras – Executive Μember

Niki D. Stoufis – Non Executive Member

Konstantinos V. Maraveas – Νon Executive / Independent Μember

Antonios Th. Theoharis – Νon Executive / Independent Μember

 

The term of the new Board of Directors expires on the next Annual Ordinary General Assembly of Company shareholders which will approve the Financial Statements for the year 2013.

 

MAROUSSI, June 27th, 2013

THE BOARD OF DIRECTORS  

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

It is hereby announced that on June 21st 2013 DOSON INVESTMENTS COMPANY acquired, through an Over-The-Counter (OTC) transaction, 100,000 MOTOR OIL (HELLAS) S.A. shares of total value  EURO 770,000 owned by MOTOR OIL HOLDINGS LTD.

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 LTD 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, 2013

Transactions after December 31, 2011 (Article 13 Law 3340/05)

Decisions of the 2013 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 19th, 2013 at 12:30 hours at the Athens Plaza Hotel, Syntagma Square, with shareholders being present representing a percentage of 73.4898% 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 2012 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: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 77,003,476 – against: 4,406,672 – abstain: 4,016

Item 2: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2012 Financial Statements.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,967,492 – against: 4,446,672 – abstain: 0

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: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 72,331,473 – against: 9,015,573 – abstain: 67,118

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: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,759,726 – against: 4,654,438 – abstain: 0

Item 5: Approval of a dividend of Euro 0.30 per share for the year 2012. The dividend amount is subject to 25% tax withholding (Euro 0.075 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 Friday June 28th, 2013 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Wednesday June 26th, 2013 the shares of the Company will trade on the Athens Exchange ex-dividend. Thursday July 4th, 2013 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: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,414,164– against: 0 – abstain: 0

Item 6: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2013 and approval of their fees.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,398,490 – against: 4,446,672 – abstain: 569,002

Item 7: Approval of the fees of the Board of Directors for the accounting year 2012 and pre-approval of their fees for the accounting year 2013.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,967,492 – against: 4,446,672 – abstain: 0

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 0.85 to Euro 0.75 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 6th, 2013 (record date) for MOTOR OIL (HELLAS) S.A. will be entitled to the return of capital amount per share. As of Monday November 4th, 2013 the shares of the Company will trade on the Athens Exchange ex-return of capital amount. Tuesday November 12th, 2013 was defined as the payment date.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,414,164 – against: 0 – abstain: 0

Item 9: Approval of the amendment of article 3 of the Company Memorandum and Articles of Association so that the secondary Company objectives include the provision of the following services: Information Technology, human resource management, coordination of operations and organization of companies.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,411,164 – against: 3,000 – abstain: 0

 

MAROUSSI, JUNE 20th, 2013

The Board of Directors

Payment of dividend for the Year 2012

MOTOR OIL (HELLAS) S.A. hereby announces that the Annual Ordinary General Meeting of the Company shareholders of June 19th, 2013 approved the distribution of a dividend amount of Euro 0.30 per share for the fiscal year 2012. The dividend amount is subject to a 25% tax withholding (that is Euro 0.075 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 Friday June 28th, 2013 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Wednesday June 26th, 2013 the shares will trade ex-dividend for the year 2012.

The payment of the dividend for the year 2012 to the shareholders will be effected on Thursday July 4th, 2013 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 Wednesday July 10th, 2013.

For the cases 2 and 3 described above, shareholders can collect the dividend in person or through their legally authorized representative until December 31st, 2013 by presenting to the payee bank a copy of their S.A.T details and their Identification Card.

After December 31st, 2013 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 19th, 2013

THE BOARD OF DIRECTORS 

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

It is hereby announced that on June 10th, 2013, Mr. Ioannis Dimakis, Corporate Announcements Officer (person obliged to acknowledge his stock exchange transactions on Company shares according to article 13 of Law 3340/2005), bought 1,000 MOTOR OIL (HELLAS) S.A. shares of total value  EURO 7,660.

Maroussi, June 11th, 2013

Transactions after December 31, 2011 (Article 13 Law 3340/05)

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

It is hereby announced that on June 7th, 2013, Mr. Ioannis Dimakis, Corporate Announcements Officer (person obliged to acknowledge his stock exchange transactions on Company shares according to article 13 of Law 3340/2005), bought 1,000 MOTOR OIL (HELLAS) S.A. shares of total value  EURO 7,630.

Maroussi, June 10th, 2013

Transactions after December 31, 2011 (Article 13 Law 3340/05)

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

It is hereby announced that on June 6th 2013 Mr. Ioannis Dimakis, Corporate Announcements Officer (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 EURO 3,845.

Additionally, on the same day the wife of Mr. Ioannis Dimakis bought 315 MOTOR OIL (HELLAS) S.A. shares of total value EURO 2,422.35.

Maroussi, June 7th 2013

Transactions after December 31, 2011 (Article 13 Law 3340/05)

Proposed amendments of articles of association (AGM June 19th, 2013)

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 and 9 of the daily agenda of the Annual Ordinary General Meeting of Company Shareholders to be convened on Wednesday June 19th, 2013 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 Codified Memorandum of the Company 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 added at the end of article 5 of the Codified Memorandum of the Company as follows:

“Following the decision of the Annual Ordinary General Assembly of Company shareholders dated June 19th, 2013 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 83,087,235 divided into 110,782,980 common registered shares of a nominal value Euro 0.75 each.”

Item 9 of the daily agenda concerns the amendment of article 3 (Corporate Objectives) of the Codified Memorandum of the Company so that its secondary corporate objectives include the provision of the following array of services: Information Technology, human resource management, coordination of operations and organization of companies.

Therefore, a new paragraph will be inserted after paragraph number 9 of article 3 of the Codified Memorandum of the Company as follows:

«10.To provide Information Technology Services, human resource management services, and services concerning the coordination of operations and the organization of Companies.»

The existing paragraphs 10 to 12 of article 3 of the Codified Memorandum of the Company will be renumbered 11 to 13 respectively.

 

Maroussi, June 6th, 2013 

The Board of Directors