Month: March 2023

VOTING RESULTS OF THE EXTRAORDINARY GENERAL ASSEMBLY OF 2023.pdf

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 Extraordinary General Assembly was convened on March 22^nd, 2023 at 10:00 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 71.05% of the share capital. The quorum percentage amounted to 72.57% 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 granting of 280,000 treasury shares to the three Executive Directors, the GM Refinery, the GM Human Resources and the Legal Counsel of the Company in accordance with the article 114 of the Law 4548/2018 was approved.

In particular, the Assembly approved the granting, under certain conditions, without monetary consideration and without obligation of holding for a specific period of time, of 150,000 shares to the CEO Mr. Yannis V. Vardinoyannis, of 35,000 shares to the Deputy CEO Mr. Petros Tz. Tzannetakis, of 35,000 shares to the Deputy CEO Mr. Ioannis Kosmadakis, of 20,000 shares to the GM Refinery Mr. Michael-Matheos Stiakakis, of 20,000 shares to the GM Human Resources Mr. Theofanis Voutsaras, and of 20,000 shares to the Legal General Counsel & Secretary of the Board Mr. George Prousanides.

The General Assembly provided authorization to the Company’s Board to attend to all procedural matters related to the transfer of the 280,000 Company shares to the personal S.A.T. accounts of the six individuals. The own shares to be awarded will be Company shares held as treasury stock.

Item 2: The establishment of a long-term plan granting Company treasury shares to the executive Board members of the Company, to members belonging to the top and upper management of the Company or/and of the affiliated with the Company corporations, as defined in article 32 of the Law 4308/2014, according to the provisions of article 114 of the Law 4548/2018 was approved.

More specifically, up to 550,000 Company shares will be distributed freely to a maximum headcount of seventy (70) beneficiaries with the vesting schedule completed in April 2030 thus securing the continuity of the Company’s management until the year 2030.

The vesting schedule provides that 30% of the number of shares an executive is entitled to will be transferred to his (her) S.A.T. account on April 30^th after 3 years, another 30% on April 30^th after 4 years, and the remainder 40% on April 30^th after 5 years provided that the employment relationship with the executive has not been terminated.

There will be no retention obligation on behalf of the beneficiaries once the shares have been transferred to their personal S.A.T. accounts.

An underwhelming number of shares equal to 19,001 will be distributed to four beneficiaries who joined the Company or the Group in the period 2018-2021. These four beneficiaries are included in the maximum headcount of 70 beneficiaries while the 19,001 shares form part of the maximum share number of 550,000 to be distributed in the context of the program. The vesting schedule of the said 19,001 shares will be completed in April 2027.

The key determinant for the number of shares to be granted to each beneficiary will be his (her) total remuneration of each of the calendar years 2022, 2023 and 2024 multiplied by a factor of 15% divided by the VWAP of the price of the share in the corresponding calendar year.

The General Assembly provided authorization to the Company’s Board to define the beneficiaries of the long-term plan and to attend to all procedural matters related to the transfer of up to 550,000 Company shares to the personal S.A.T. accounts of the beneficiaries in accordance with the vesting schedule of the program. The own shares to be awarded will be Company shares held as treasury stock.

Item 3: The establishment of a long-term plan granting Company treasury shares to the executive Board members of the Company, and to Company employees as well as employees of the affiliated with the Company corporations, as defined in article 32 of the Law 4308/2014, in the form of Stock Options to acquire shares according to the provisions of article 113 of the Law 4548/2018 was approved.

More specifically, up to 1,300,000 stock options will be granted to a maximum headcount of one hundred (100) beneficiaries with the exercise window dates commencing on April 30, 2024 and terminating on 31 October 2029.

Each option granted will correspond to one common registered Company share of nominal value Euro 0.75 each. The key determinant for the number of options granted to each beneficiary will be his (her) total remuneration of each of the calendar years 2021, 2022, 2023 and 2024 multiplied by a factor ranging between 15% and 100%, dependent on the executive’s rank, divided by the VWAP of the price of the share in the corresponding calendar year.

The program has been designed with the purpose to provide incentive to the Company’s and the Group’s key executive officers to maintain their high-performance standards aiming to the on-going appreciation of the market price of Company shares.

The General Assembly provided authorization to the Company’s Board to define the beneficiaries of the long-term plan and to attend to all procedural matters related to the transfer of up to 1,300,000 Company shares to the personal S.A.T. accounts of the beneficiaries in accordance with the vesting schedule of the program. The own shares to be awarded will be Company shares held as treasury stock.

Maroussi, 22 March 2023

The Board of Directors