Special authorization of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for a transaction between its subsidiaries and related parties, NRG SUPPLY AND TRADING SINGLE MEMBER ENERGY S.A. and MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A., pursuant to articles 99-101 of Law 4548/2018
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (henceforth, the “Company”) hereby announces that its Board of Directors in its meeting held on 28 January 2025 decided to grant a special authorization in order for its subsidiary NRG SUPPLY AND TRADING SINGLE MEMBER ENERGY S.A. (henceforth, “NRG”) to acquire from MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (henceforth, “MORE”), also a subsidiary of the Company, a 35% stake in the share capital of Korinthos Power S.A. (henceforth, “KORINTHOS POWER”). In particular, the Company’s Board of Directors provided its approval for NRG (as Buyer) to enter into a Share Purchase Agreement (henceforth, the “SPA”) with MORE (as Seller) for the acquisition of 109,816 registered shares issued by KORINTHOS POWER for a total consideration amount of EUR 56,000,000 (henceforth, the “Transaction”). The said 109,816 shares correspond to 35% of the share capital of KORINTHOS POWER.
Pursuant to articles 99-101 of Law 4548/2018, a) the Company and NRG are related parties, as the Company holds 100% of the share capital of NRG and b) the Company and MORE are related parties, as the Company holds 100% of the share capital of MORE.
The decision to grant the above special authorization by the Company’s Board of Directors was taken based on the fairness opinion report dated 28 January 2025 and issued pursuant to article 101 par. 1 of Law 4548/2018 (henceforth, the ” Fairness Opinion Report“), of the auditing company “Q.A.S. Certified Auditors Accountants Ltd.”, which, based on its work performed as described in the Fairness Opinion Report and which concerns the valuation of 35% of the issued shares of KORINTHOS POWER and the review of the financial terms of the SPA that was brought to its attention, concluded that the Transaction is fair and reasonable for the Company and its shareholders who are not related parties, including the minority shareholders of the Company, as provided for under article 101 par. 1 of Law 4548/2018.
The Fairness Opinion Report of “Q.A.S. Certified Auditors Accountants Ltd.” is available on the Company website www.moh.gr at: Investor Relations / Regulatory Information / Regulatory Announcements / 2025.
According to article 100 par. 1 of Law 4548/2018, the special authorization granted by the Company’s Board of Directors for the completion of the Transaction and the transfer of the abovementioned 109,816 shares issued by KORINTHOS POWER is valid for six (6) months.
The present announcement is issued in accordance with article 101 paras 2 and 3 of Law 4548/2018.
Maroussi, 29 January 2025
The Board of Directors
Fairness-Opinion-Report-of-Q.A.S.-Certified-Auditors-Accountants-Ltd-available-in-Greek-only.pdf