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2013

20/06/2013

Decisions of the 2013 Annual Ordinary General Meeting


Pursuant to the provisions of section 4.1.3.3 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) S.A. hereby announces that the Annual Ordinary General Meeting was convened on June 19th, 2013 at 12:30 hours at the Athens Plaza Hotel, Syntagma Square, with shareholders being present representing a percentage of 73.4898% of the share capital.

All items on the daily agenda were approved and the voting results for each item, pursuant to article 10 of the Law 3884/2010, are presented hereunder:

Item 1: Approval of the yearly 2012 Financial Statements (Parent Company – Consolidated) along with the relevant reports of the Board of Directors and of the Auditors.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 77,003,476 – against: 4,406,672 – abstain: 4,016

Item 2: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2012 Financial Statements.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,967,492 – against: 4,446,672 – abstain: 0

Item 3: Election of the new Board: Mr. Vardis J. Vardinoyannis, Mr. John V. Vardinoyannis, Mr. John N. Kosmadakis, Mr. Petros T. Tzannetakis, Mr. Nikos Th. Vardinoyannis, Mr. George P. Alexandridis, Mr. Michael – Matheos J. Stiakakis, Mr. Theofanis Chr. Voutsaras, Ms Niki D. Stoufis, Mr. Konstantinos V. Maraveas, Mr. Antonios Th. Theocharis. The latter two BoD members are non - executive independent. The organization of the BoD as a Body Corporate will take place shortly.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 72,331,473 – against: 9,015,573 – abstain: 67,118

Item 4: Appointment of the members of the Audit Committee: Mr. George P. Alexandridis (Chairman), Mr. Antonios Th. Theocharis (Member), Mr. Konstantinos V. Maraveas. Substitute Member: Ms Niki D. Stoufis

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,759,726 – against: 4,654,438 – abstain: 0

Item 5: Approval of a dividend of Euro 0.30 per share for the year 2012. The dividend amount is subject to 25% tax withholding (Euro 0.075 per share) pursuant to article 14 of the Law 3943/2011. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Friday June 28th, 2013 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Wednesday June 26th, 2013 the shares of the Company will trade on the Athens Exchange ex-dividend. Thursday July 4th, 2013 was defined as the payment date through the Dematerialized Securities System (S.A.T) Operators (banks, brokerage – securities firms).

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,414,164– against: 0 – abstain: 0

Item 6: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2013 and approval of their fees.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,398,490 – against: 4,446,672 – abstain: 569,002

Item 7: Approval of the fees of the Board of Directors for the accounting year 2012 and pre-approval of their fees for the accounting year 2013.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 76,967,492 – against: 4,446,672 – abstain: 0

Item 8: Approval of return of capital to shareholders of Euro 0.10 per share through reduction of the share capital of the Company with subsequent reduction of the share nominal value from Euro 0.85 to Euro 0.75 and respective amendment of article 5 of the Company Memorandum & Articles of Association. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Wednesday November 6th, 2013 (record date) for MOTOR OIL (HELLAS) S.A. will be entitled to the return of capital amount per share. As of Monday November 4th, 2013 the shares of the Company will trade on the Athens Exchange ex-return of capital amount. Tuesday November 12th, 2013 was defined as the payment date.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,414,164 – against: 0 – abstain: 0

Item 9: Approval of the amendment of article 3 of the Company Memorandum and Articles of Association so that the secondary Company objectives include the provision of the following services: Information Technology, human resource management, coordination of operations and organization of companies.

Number of shares for which legitimate votes were submitted: 81,414,164

Percentage on Company share capital: 73.4898%

Total number of legitimate votes: 81,414,164

Number of votes for: 81,411,164 – against: 3,000 – abstain: 0

 

MAROUSSI, JUNE 20th, 2013

The Board of Directors

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