Update regarding the special permission pursuant to article 99 of the Law 4548/2018 of the Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The Company) to the related company MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (MORE), of which the Company is the sole shareholder, to proceed with transactions with ELLAKTOR S.A.
Following its announcement submitted to the General Electronic Commercial Registry (GEMI) with protocol number 2678557/05.08.2022, 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. (“MORE”) to proceed with the following:
aa) to establish jointly with ELLAKTOR S.A. a new société anonyme (“Hold Co”). ELLAKTOR will participate with 25% in “Hold Co” contributing in kind a stake of 14% approximately (the exact percentage will be finalized upon completion of the transaction) of ELLAKTOR’s participation in the company (“Spin Co”) to be established through ELLAKTOR’s separation of activities following the RES sector spin off. MORE will participate with 75% in the share capital of “Hold Co” contributing approximately EUR 330 million in cash to cover its participation. The exact amount will be finalized upon completion of the transaction. Following the establishment of “Hold Co”, the latter will raise approximately EUR 350 million by the means of a bank loan.
bb) to agree to and adopt all necessary resolutions and execute all necessary actions in order “Hold Co” to purchase all “Spin Co” shares corresponding to ELLAKTOR’s remainder 86% stake in “Spin Co” for a total consideration amount of approximately EUR 680 million. The exact amount will be finalized upon completion of the transaction.
cc) to agree to and adopt all necessary resolutions and execute all necessary actions for the merger of “Hold Co” with “Spin Co” through absorption by the latter.
dd) to enter into the Sale-Purchase Agreement (SPA) with ELLAKTOR S.A. as counterparty
ee) to enter into the Shareholders’ Agreement (SHA) with ELLAKTOR S.A. as counterparty
The special permission of the Company’s Board for the completion of the transactions is valid for six (6) months.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will inform the investment public as regards the progress of the transactions mentioned above.
The present announcement is issued in accordance with paragraph 2 of the Article 101 of the Law 4548/2018.
Maroussi, 17 August 2022
The Board of Directors