Month: November 2014

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 Extraordinary General Meeting on Tuesday, December 2nd, 2014 at 12:00 hours, to be held at the Company Headquarters at Herodou Attikou 12A Street, at Maroussi for discussion and decision on the sole matter of the daily agenda:

“Offsetting an amount of Euro 2,686,626.60 tax exempt reserves, formed according to the provisions of the Law 2238/1994, against fiscal year 2013 Company losses, pursuant to the Law 4172/2013”.

Only the individuals and legal entities registered as shareholders of MOTOR OIL (HELLAS) S.A. in the electronic files of the Hellenic Central Securities Depository (HCSD), which is the authorised body at which Company securities are kept in dematerialised form, at the beginning of the fifth day (record date: Thursday November 27th, 2014) prior to the date of the Extraordinary General Meeting will be eligible to participate and vote. Proof of shareholder status will be evidenced by presenting the relevant certificate issued by HCSD in paper format or, alternatively, through direct Company access to the HCSD electronic files. The Company must safely receive the relevant HCSD certificate or the electronic confirmation denoting the shareholder status on the third day 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 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 decision on the matter on the agenda cannot be made, a Repeat Meeting will be held on Monday December 15th, 2014 at 12:00 hours at the Company Headquarters at Herodou Attikou 12A Street, at Maroussi. Thursday December 11th, 2014 will be the record date for the Repeat General Meeting. The Company must safely receive the relevant HCSD certificate in paper format or the electronic confirmation denoting the shareholder status, on the third day 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 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 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 Kerassioti) 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 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. 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 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, 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 matter 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, 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 matter 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, November 7th, 2014

THE BOARD OF DIRECTORS 

Pursuant to article 27 of the Codified Law 2190/1920 as it is in force, the comment of the Board of Directors of MOTOR OIL (HELLAS) S.A. on the sole item of the daily agenda of the Extraordinary General Shareholders Meeting to be held on Tuesday December 2nd, 2014 at 12:00 hrs at the Headquarters of the Company at 12A Irodou Attikou street at Maroussi is presented hereunder.

With regard to the sole item on the agenda

“Offsetting an amount of Euro 2,686,626.60 tax exempt reserves, formed according to the provisions of the Law 2238/1994, with fiscal year 2013 Company losses, pursuant to the Law 4172/2013” the Board hereby notes the following:

According to the provisions of the Law 4172/2013 three options are available to the Company in respect of the tax exempt reserves formed in accordance with the provisions of the Law 2238/1994. Regardless of the option which will be adopted, a decision by a General Assembly which must take place until December 31, 2104 is required.

The first option regards the offsetting of tax exempt reserves against losses from whichever cause during the last five (5) fiscal years.

The second option regards payment of a tax amount at a rate of 19% (Euro 510 thousand approximately) so that these reserves qualify for distribution following a subsequent General Assembly decision.

The third option also regards payment of a tax amount at a rate of 19% (Euro 510 thousand approximately) so that these reserves qualify for capitalization by the means of a change in the share nominal value.

From the above options, the first one is recommended as the most prudent on the grounds that the Company posted Euro 7,632,417.45 losses (based on Greek GAAP) in fiscal 2013 and consequently the aggregate amount of tax exempt reserves Euro 2,686,626.60 can be offset against these Company losses.

The second and third options have the drawback that an immediate cash outlay (tax) of a Euro amount of 510 thousand approximately is required. Furthermore, in the case of the third option additional cash outlay is required because of the tax relating to the share capital increase (assuming an increase of the share nominal value).

The Board of Directors

7 November 2014