Pursuant to the provisions of section 4.1.3.3 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that the Annual Ordinary General Assembly was convened on June 23rd, 2021 at 10:00 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 75.94% of the share capital. The quorum percentage amounted to 75.94% because, according to the provisions of article 50 of the Law 4548/2018, the percentage of the own shares held by the Company was not taken into account.
All items on the daily agenda were approved.
Item 1: The yearly 2020 Financial Statements (stand alone and consolidated) including the Non-Financial Information of the Law 4548/2018, along with the relevant reports of the Board of Directors and of the Auditors were approved/ The proposal for non-distribution of dividend for the fiscal year 2020 was approved.
Item 2: Τhe overall management of the Company for the fiscal year 2020 was approved and the Auditors were discharged from any liability for damages with regard to the yearly 2020 Financial Statements.
Item 3: A new Board was elected as follows: Mr. Vardis J. Vardinoyannis, Mr. Yannis V. Vardinoyannis, Mr. John N. Kosmadakis, Mr. Petros T. Tzannetakis, Mr. Demosthenes N. Vardinoyannis, Mr. George P. Alexandridis, Mrs Niki D. Stoufi, Mr. Panayotis J. Constantaras, Mrs. Rania N-P Ekaterinari and Mr. Dimitrios Antonios A. Anifantakis. The term of office of the members of the Board of Directors is annual.
For the last three BoD members, Messrs Constantaras, Ekaterinari, Anifantakis, the Assembly confirmed their compliance with the independence criteria requirements according to article 9 of the Law 4706/2020.
The organization of the BoD as a Body Corporate will take place shortly.
Item 4: The members of the Audit Committee were appointed in accordance with the provisions of article 44 of the Law 4449/2017 as in force. In particular:
Regarding the type of the Audit Committee, the Assembly determined that it will be an independent Committee, ie consisting of BoD members and third persons.
Regarding the composition of the Audit Committee, the Assembly decided that it will be a 3-member Committee of which one will be an independent Non-Executive BoD member, one will be an independent third person and one will be a non-independent third person.
Regarding the term of office of the Audit Committee, the Assembly decided to be annual, ie equivalent to that of the members of the Board.
Following the above, the Assembly appointed the members of the Audit Committee as follows:
- Panayotis J. Constantaras (Independent Non-Executive member of the Board)
- Spyridon X. Kyritsis (independent third person)
- Konstantinos N. Thanopoulos (non-independent third person)
For Messrs Constantaras and Kyritsis, the Assembly confirmed that they met the independence criteria requirements according to article 9 of the Law 4706/2020.
The Assembly also confirmed that all members of the Audit Committee have sufficient knowledge of the industry the Company engages in and that all its members have sufficient knowledge and experience in auditing or accounting.
The Chair of the Committee will be appointed by its members during its organization as a Body Corporate and will be independent from the Company.
Last but not least, the outgoing Audit Committee (Chair: P.J. Constantaras, regular members: G.P. Alexandridis, K.N. Thanopoulos) submitted to the Assembly the Audit Committee Report for 2020 according to the provisions of section 4 i of article 74 of the Law 4706/2020.
Item 5: Mr. Telemachos Georgopoulos (AM SOEL 19271) was elected for the year 2021 as regular auditor and Mr. Koutsos-Koutsopoulos Dimitrios (AM SOEL 26751) as substitute auditor both of Deloitte SA Certified Public Accountants. Their fee was set at Euro 275 thousand for the regular audit of the year 2021 financial statements and at Euro 170 thousand for the year 2021 tax audit and the issuance of the relevant tax certificate.
Item 6: The fees of the Board members for the fiscal year 2020 were approved (annual fixed fee of Euro 30,000 for each Board member or Euro 35,000 for each Audit Committee member). The fees of the Board members for the fiscal year 2021 were pre-approved (annual fixed fee of Euro 30,000 for each Board member or Euro 35,000 for each member of the Committees: Audit Committee, Nomination & Remuneration Committee or Euro 40,000 for the Chair of the Committees: Audit Committee, Nomination & Remuneration Committee)
Item 7: The payment in advance of fees to Board members for the period until the next Ordinary General Assembly was approved in accordance with the provisions of article 109 of the Law 4548/2018.
Item 8: The Directors’ Suitability Policy was approved according to article 3 of the Law 4706/2020.
Item 9: The revised Remuneration Policy of the Board Members was approved in accordance with the provisions of article 110 of the Law 4548/2018.
Item 10: The distribution of up to Euro 5,500,000 from prior years’ Earnings to Board members and senior executives was approved.
Item 11: The Company Directors’ Remuneration report for the fiscal Year 2020 was approved in accordance with the provisions of article 112 of the Law 4548/2018.
Maroussi, June 23rd, 2021
The Board of Directors
