2008 and earlier


Decisions of 2008 Annual Ordinary General Shareholders’ Meeting

 According to article 278 of the Regulation of the Athens Exchange, the Company announces that the Annual Ordinary General Meeting was convened on May 29th, 2008 at 12:30 hours at Athens Plaza hotel, Syntagma Square and shareholders attended representing a percentage of 69.44% of the share capital. 

All items on the daily agenda were approved as follows: 

Item 1: The yearly 2007 Financial Statements (Parent Company – Consolidated) along with the relevant reports of the Board of Directors and of the Chartered Auditors were approved. 

Item 2: The members of the Board of Directors and the Chartered Auditors were discharged from any liability relating to the yearly 2007 Financial Statements. 

Item 3: A new Board was elected the members of which appear next: Vardis J. Vardinoyannis, John V. Vardinoyannis, Panagiotis N. Kontaxis, John N. Kosmadakis, Petros T. Tzannetakis, Demosthenes  N. Vardinoyannis, Nikos Th. Vardinoyannis, George P. Alexandridis, George Th. Theodoroulakis, Despina N. Manolis (Ms), Konstantinos V. Maraveas, Antonios H. Theoharis. The latter two BoD members are non - executive independent. The organization of the BoD as a Body Corporate will take place shortly. 

Item 4: A dividend amount of € 1.20 per share for the year 2007 was approved. Given that an amount of € 0.20 per share was paid as interim dividend on December 12th, 2007, the dividend remainder for the year 2007 equals € 1.00 per share. Shareholders on record on May 30th, 2008 are eligible to receive the dividend remainder. As of June 2nd, 2008 the shares of the Company will trade on the Athens Exchange ex-dividend remainder. Tuesday June 10th, 2008 was defined as the payment date through the Dematerialized Securities System (S.A.T) Operators (banks, brokerage – securities firms). 

Item 5: Two Chartered Auditors, one ordinary and one substitute, were elected for the year 2008 and their fees were approved. 

Item 6: The fees of the Board of Directors for the accounting year 2007 were approved and the respective fees for the accounting year 2008 were pre-approved. 

Item 7: The amendments of the Company’s Memorandum and Articles of Association for adaptation purposes to the Law 3604/2007 were approved. 

Item 8:  The amendments of certain articles of the Company’s Memorandum and Articles of Association for functional and purposes were approved and more specifically (a) articles 8, 26, 28 (abolition of provisions incompatible with the fact that the Company is listed on the Stock Exchange) (b) article 29 (abolition of the requirement for an increased quorum in the case of a common bond loan) (c) article 33 (reduction of the voting percentage to 2/3 of the votes represented – from 3 / 4 previously – for items requiring increased quorum) and (d) article 37 (abolition of the provision for the duration of the first accounting year). 

Item 9: The formation of a taxed reserve for an amount of € 3,629,713 concerning the capital expenditure of the Company in an investment project for the upgrading of the Hydrogen production unit (by replacing liquid naphtha with natural gas) and the Combined Heat and Power plant of the Refinery, as well as for the substitution of liquid fuel with natural gas was approved. 

MAROUSSI, MAY 30th, 2008

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