Decisions of the 2014 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, 2014 at 12:30 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 73.1953% 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 restated, due to the adoption of the IAS 19 (employee benefits), yearly 2012 Financial Statements (Parent Company – Consolidated).
Number of shares for which legitimate votes were submitted: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 76,062,944 – against: 541,900 – abstain: 4,483,118
Item 2: Approval of the yearly 2013 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: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 76,606,856 – against: 40,000 – abstain: 4,441,106
Item 3: Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the yearly 2013 Financial Statements.
Number of shares for which legitimate votes were submitted: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 76,606,856 – against: 40,000 – abstain: 4,441,106
Item 4: 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: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 69,043,958 – against: 6,452,682 – abstain: 5,591,322
Item 5: 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: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 73,843,830 – against: 1,652,810 – abstain: 5,591,322
Item 6: Approval of a dividend of Euro 0.20 per share for the year 2013. The dividend amount is subject to 10% tax withholding (Euro 0.02 per share) pursuant to article 6 of the Law 4110/2013. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Monday June 30th, 2014 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the amount of dividend. As of Thursday June 26th, 2014 the shares of the Company will trade on the Athens Exchange ex-dividend. Friday July 4th, 2014 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: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 81,044,962 – against: 40,000 – abstain: 3,000
Item 7: Election of two Auditors, one ordinary and one substitute, for the fiscal year 2014 and approval of their fees.
Number of shares for which legitimate votes were submitted: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 76,181,086 – against: 69,764 – abstain: 4,837,112
Item 8: Approval of the fees of the Board of Directors for the accounting year 2013 and pre-approval of their fees for the accounting year 2014.
Number of shares for which legitimate votes were submitted: 81,087,962
Percentage on Company share capital: 73.1953%
Total number of legitimate votes: 81,087,962
Number of votes for: 74,237,672 – against: 1,343,729 – abstain: 5,506,561
MAROUSSI, JUNE 20th, 2014.
The Board of Directors