09 Jan 2024
minutes read

Update regarding the special permission of the Board of MOTOR OIL (HELLAS) S.A. to its subsidiary MORE S.A. to proceed with transaction with the related party ELLAKTOR S.A. pursuant to the articles 99-101 of the Law 4548/2018

Following its announcement submitted to the General Electronic Commercial Registry (GEMI) with protocol number 3188194/29.12.2023, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby notifies the lapse of the 10day period available to Company Shareholders, pursuant to Article 100 paragraph 3 of the Law 4548/2018, to request a General Assembly with agenda item the granting of approval of the special permission pursuant to Articles 99-101 of the Law 4548/2018, allowing the Company’s subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (Buyer) to enter into a Share Purchase Agreement (SPA) for the acquisition of 123,059,250 registered shares issued by ANEMOS RES S.A. owned by the related party ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 123,520,000.

The said 123,059,250 shares correspond to 25% of the share capital of ANEMOS RES S.A. while MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A possesses already 369,177,750 shares corresponding to 75% of the share capital of ANEMOS RES S.A.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties, as the former participates with a 29.87% stake in the share capital of the latter, pursuant to the articles 99-101 of the Law 4548/2018.

Τhe Company’s Board provided its consent to MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A to enter into the above-mentioned Share Purchase Agreement, as referred to in the announcement submitted to GEMI with protocol number 3188194/29.12.2023

The Company’s Board having taken into consideration the fairness opinion report conducted by the KPMG AUDITING S.A. dated 21 December 2023, deemed the consideration amount of EUR 123,520,000 for the acquisition, through MORE, of the 25% stake of ANEMOS RES S.A. as a fair and reasonable price for the Company and its shareholders who are not related parties including the minority shareholders pursuant to the provisions of the article 101 par. 1 of the Law 4548/2018.

According to the report of KPMG the fair market value of 25% of the Equity Value of ANEMOS RES S.A. ranges between EUR 119,077,000 and EUR 132,704,000 with midpoint the amount of EUR 125,755,000. The report is available on the Company website www.moh.gr at the option:

Investor Relations / Regulatory Information / Regulatory Announcements / 2024.

The special permission of the Company’s Board for the completion of the transaction is valid for six (6) months.

The Company will provide update to the investment community in relation to the development of the above-mentioned transaction.

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

Maroussi, 9 January 2024

The Board of Directors

KPMG-Fairness Opinion on ELLAKTORS RES Equity Value (available in Greek only).pdf