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2012

06/03/2012

Board comment on EGM agenda

COMMENT OF THE BOARD OF DIRECTORS OF MOTOR OIL (HELLAS) ON THE ITEMS OF THE AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 29th, 2012

Pursuant to article 27 of the Codified Law 2190/1920 as it is in force, the comments of the Board of Directors of MOTOR OIL (HELLAS) S.A. on the items of the daily agenda of the Extraordinary General Shareholders Meeting to be held on Thursday March 29h, 2012 at 10:00 hrs at the Headquarters of the Company at 12A Irodou Attikou street at Maroussi are presented hereunder.

With regard to the first item of the agenda

“Granting of special permission to MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. by the General Assembly, according to article 23a of the Codified Law 2190/1920, to purchase 26.71% of the issued shares of the Societé Anonyme under the legal name “CYCLON HELLAS S.A.” the Board hereby notes the following:

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. intends to acquire, through a stock exchange transaction, a total of 7,122,222 common registered shares issued by the listed on the Athens Exchanges Company “CYCLON HELLAS S.A.” representing 26.71% of its share capital.

The following individuals are the owners of the shares issued by “CYCLON HELLAS S.A.” which will be purchased.


SELLING SHAREHOLDER                                                              SHARES         PERCENTAGE

Mr. Nikolaos Vardinoyanis son of Theodore                                 2,965,833        11.123%

Mr. Ioannis Vardinoyannis son of Theodore                                2,965,834        11.123%

Ms Anastasia Vardinoyannis widow of Th. Vardinoyannis           1,190,555          4.465%

TOTAL NUMBER OF SHARES                                                         7,122,222        26.711%


Mr. Nikolaos Vardinoyannis is a non-executive member of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., Ms Anastasia Vardinoyannis is his mother, and Mr. Ioannis Vardinoyannis is his brother. To this end, the granting of special permission to MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., pursuant to the provisions of article 23a of the Codified Law 2190/1920, by the General Assembly is required so that the Company may proceed with the purchase of the 7,122,222 shares issued by “CYCLON HELLAS S.A.”.

The price to be paid for the acquisition of the above shares amounts to Euro 0.50 per share.

Following the acquisition of 26.71% of the share capital of “CYCLON HELLAS S.A.”, the latter will be included in the consolidated financial statements of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. under the Net Equity method.

The acquisition of the above mentioned stake falls within the strategy of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. Group leading to further enhancement of its vertical integration.

With regard to the second item of the agenda

“Granting of authorization to the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. to attend to the procedural matters for the completion of the stock exchange transaction for the purchase of the shares mentioned above” the Board hereby notes the following:

Following approval by the General Assembly, the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will proceed immediately with all the required steps for the acquisition of the 7,122,222 common registered shares issued by “CYCLON HELLAS S.A.” through a block trade transaction.

The Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will also submit to the Hellenic Capital Market Commission and to “CYCLON HELLAS S.A.” the relevant acknowledgement in respect of voting rights percentage change pursuant to article 9 of the Law 3556/2007.


The Board of Directors

March 6th, 2012.

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