Announcement Category: Regulatory Announcements

Following the announcement dated March 28th, 2023, which was uploaded on the General Commercial Registry (GEMI) with protocol number 2930459/06.04.2023, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the Company) hereby announces that the 10-day deadline for the submission of a request for a General Meeting to decide on the special permission for the provision of a guarantee in favour of the related company THERMOILEKTRIKI KOMOTINIS SA in relation to the issuance by the latter of a Common Secured Bond Loan lapsed on April 18th, 2023.

The special permission of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for the grant of security under consideration is valid for six (6) months.

The present announcement is issued in accordance with paragraph 2 of Article 101 of Law 4548/2018.

Maroussi,19 April 2023

The Board of Directors

Annual Briefing to Analysts April 2023.pdf

 

Following its previous announcement released on 6 May 2022, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The Company) hereby notifies the amendment of the terms of its agreement with REGGEBORGH INVEST B.V. which initially provided for the potential reduction of the Company’s stake in ELLAKTOR by 52,000,000 shares starting at the end of a two-year period at the cost that these shares were acquired (i.e. Euro 1.75 per share). The number of ELLAKTOR shares according to the amended terms as agreed between the Company and REGGEBORGH INVEST B.V. has now been reduced to 26,000,000.

Specifically, the Company has the right (the Put Option) to require REGGEBORGH INVEST B.V. to purchase the said 26,000,000 ELLAKTOR shares at the pre-agreed price of Euro 1.75 per share by notice in writing on any date falling within the period from May 6^th, 2024 but before May 6^th, 2025.

REGGEBORGH INVEST B.V. has the right (the Call Option) to require the Company to sell the said 26,000,000 ELLAKTOR shares at the pre-agreed price of Euro 1.75 per share by notice in writing on any date within the period until May 6^th, 2025.

The current shareholding of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. in ELLAKTOR remains at 104,000,000 shares (i.e. 29.87% of the share capital) unaffected by the above amendment of agreement terms.

 

Marousi 6 April 2023

The Board of Directors

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (hereinafter referred to as the “Company”) hereby announces that its Board of Directors pursuant to its resolution dated March 28th, 2023 granted special permission for the grant of security by the Company in favour of the related company THERMOILEKTRIKI KOMOTINIS ANONYMI ETAIREIA (hereinafter referred to “THERMOILEKTRIKI”) in relation to the issuance by the latter of a Common Secured Bond Loan, and in particular granted special permission for the conclusion by the Company of:

(a) a Share Pledge Agreement, between (i) the Company as Pledgor, (ii) THERMOILEKTRIKI as Issuer (iii) the credit institution under the corporate name “Eurobank S.A.” (hereinafter referred to as “Eurobank”) as Pledgee A, in its capacity as Bondholder Agent on behalf of the Bondholders and the LG(s) Issuers, and in its capacity as Interest Rate Hedging Counterparty and (iv) the credit institution under the corporate name “Piraeus Bank S.A.” (hereinafter referred to as “Piraeus”) as Pledgee B and Interest Rate Hedging Counterparty and

(b) a Shareholder Loan(s) Pledge Agreement, between (i) the Company as Pledgor and Subordinated Bondholder, (ii) THERMOILEKTRIKI as Issuer, (iii) Eurobank as Pledgee A, in its capacity as Bondholder Agent on behalf of the Bondholders and the LG(s) Issuers, and in its capacity as Interest Rate Hedging Counterparty and (iv) Piraeus as Pledgee B and Interest Rate Hedging Counterparty.

Given that MOTOR OIL (HELLAS) CORINTH REFINERIES S.A owns 50% of the share capital of THERMOILEKTRIKI exercising joint control over the latter, THERMOILEKTRIKI is a related party to the Company in accordance with the provisions of article 99 par. 2 sec. a’ of Law 4548/2018. Furthermore, by virtue of the Agreements under (a) and (b) above, the Company grants security to third parties in favour of THERMOILEKTRIKI in relation to the issuance by the latter of the aforementioned Bond Loan. Consequently, the grant of special permission by the Board of Directors of the Company is required in accordance with Article 100 par. 1 of Law 4548/2018 for the conclusion of the abovementioned Agreements by the Company.

The Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., having taken into account the fairness opinion report conducted by Quality Audit Services Certified Public Accountants Ltd. dated March 28^th, 2023, deemed the conclusion of the agreements under (a) and (b) above to be fair and reasonable, to the best interests of the related company and of the MOTOR OIL Group and not expected to impair the interests of the Company, of the minority shareholders and those of the non-related parties. The report of Quality Audit Services Certified Public Accountants Ltd. is available on the corporate website www.moh.gr at the particular option: Investor Relation/ Regulatory Information / Regulatory Announcements / 2023.

According to Law 4548/2018, the special permission of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for the conclusion of the Agreements under consideration is valid for six (6) months.

 

The present announcement is issued in accordance with paragraph 2 of Article 101 of Law 4548/2018.

 

Maroussi, April 4, 2023

The Board of Directors

 

 

Fairness Opinion according to article 101 of the Law 4548_2018 (available in Greek only).pdf

 

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. with reference to its previous stock exchange announcement of November 24^th, 2022, and following the approval decision 808/2023 by the Hellenic Competition Commission regarding the acquisition of exclusive control of the company THALIS ENVIRONMENTAL SERVICES S.A (THALIS ES S.A.), hereby informs that the transfer of ownership of all THALIS ES S.A. shares to the MOTOR OIL Group was completed on April 3^rd, 2023.

 

Maroussi, 4 April 2023

The Board of Directors

In the context of its obligations according to the Regulation of the ATHENS EXCHANGE, MOTOR OIL (HELLAS) S.A. hereby announces its Financial Calendar of the year 2022 which has as follows:

Release date of the fiscal year 2022 Financial Results: Tuesday April 11^th, 2023 after the close of business. The Annual Financial Report of the fiscal year 2022 will be available on the Company website www.moh.gr  (Investor Relations / Financial Information / Full Year Financial Reports) as well as on the ATHEX website www.athexgroup.gr  after the close of business on Tuesday April 11^th, 2023.

Annual briefing to analysts: will take place over a teleconference on Wednesday April 12^th, 2023 at 17:30 hrs local time (UK: 15:30, EASTERN US: 10:30).

Annual Ordinary General Meeting: Wednesday June 7^th, 2023.

Year 2022 ex-dividend date: Monday June 26th, 2023 (that is, after June 16^th, 2023 which signifies the expiration date for the Futures Contracts on the Company´ s stock and on the FTSE/ATHEX LARGE CAP index, in which it is included).

Shareholders entitled to the year 2022 dividend: Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T) dated Tuesday June 27th, 2023 (record date).

First day of payment of the year 2022 dividend: Monday July 3^rd, 2023.

 

Maroussi, March 27^th, 2023

The Board of Directors

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Market Commission, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces the termination of the employment relationship with the Supply & Trading General Manager Mr. Andre Bledjian.

 

Maroussi, 13 March 2023

The Board of Directors

Following the announcement dated December 6th, 2022, which was also uploaded on the General Electronic Commercial Registry (GEMI) with protocol number 2850344/08.12.2022, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the Company) hereby informs the investment public that the 10-day deadline for the submission of a request for a General Meeting to decide on the special permission for the provision of a guarantee in favor of the related company ALPHA SATELLITE TELEVISION S.A up to the amount of Euro 9.8 million, lapsed on December 19th, 2022.

The said special permission is valid for six months.

The present announcement is issued in accordance with paragraph 2 of the Article 101 of the Law 4548/2018.

Maroussi, 20 December 2022

The Board of Directors

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the “Company”) with reference to its previous announcements dated 6^th of May 2022, 4^th of August 2022 and 16^th of August 2022, hereby informs the investment community on the following:

Subsequent to the decision of the Extraordinary General Assembly of Company shareholders dated 8^th of September 2022, and following the Hellenic Competition Commission approval for the acquisition by the Company’s subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (MORE) of the shareholder control of the ELLAKTOR’s RES segment, the company ANEMOS RES HOLDINGS S.A. acquired from ELLAKTOR S.A. all the shares of the company ANEMOS RES S.A. which, as a result of a spin-off of activities, owns ELLAKTOR’s RES business. The amount paid for the said acquisition was EUR 671.5 million. The transaction was completed on the 14^th of December 2022.

MORE is the majority shareholder of ANEMOS RES HOLDINGS S.A. with a 75% stake while ELLAKTOR S.A. participates with a 25% stake.

ANEMOS RES S.A. owns the aggregate portfolio of ELLAKTOR’s RES segment with overall operating capacity 493 MW as well as development and storage project pipeline with capacity exceeding 1.6 GW.

Maroussi, 15 December 2022

The Board of Directors