Decisions of the Annual General Meeting 2018
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 6th, 2018 at 12:30 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 77.35% of the share capital.
All items on the daily agenda were approved.
Item 1: The yearly 2017 Financial Statements (stand alone and consolidated), including the non-financial information, along with the relevant reports of the Board of Directors and of the Auditors were approved.
Item 2: The members of the BoD and the Auditors were discharged from any liability for damages with regard to the yearly 2017 Financial Statements.
Item 3: A new Board was elected as follows: 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. Stoufi, Mr. Antonios Th. Theocharis, Mr. Anastasios – Elias Chr. Triandaphyllidis, Mr. Panayotis J. Constantaras. The latter three BoD members are non – executive independent in accordance with the provisions of the Corporate Governance Law 3016/2002. The organization of the BoD as a Body Corporate will take place shortly.
Item 4: The Audit Committee was appointed as follows: Mr. Panayotis J. Constantaras – Chairman (Independent pursuant to the Law 3016/2002), Mr. George P. Alexandridis – Member, Mr. Constantinos N. Thanopoulos – Member (Independent pursuant to the Law 3016/2002). Substitute Member: Ms Niki D. Stoufi.
Item 5: A dividend amount of Euro 1.30 per share for the fiscal year 2017 was approved. Considering that an amount of Euro 0.30 per share was paid as interim dividend on December 18, 2017 the dividend remainder for the fiscal year 2017 equals Euro 1.00 per share. The General Assembly approved the ex-date, record date and payment commencement date as follows: Ex-dividend remainder date: Tuesday June 26, 2018 – Record date: Wednesday June 27, 2018 (Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated June 27, 2018 will be entitled to the dividend remainder) – Payment commencement date: Tuesday July 3, 2018. The payment of the year 2017 dividend remainder will be effected through a Payee Bank. The Company will provide details to the investment community in respect of the fiscal year 2017 dividend remainder payment with a subsequent announcement.
Item 6: Two Auditors, one ordinary and one substitute, were elected for the fiscal year 2018 and their fees were approved.
Item 7: The fees of the members of the Board of Directors for the fiscal year 2017 were approved and the respective fees for the fiscal year 2018 were pre-approved.
Item 8: The distribution of part of the fiscal 2017 Net Income of the Company to the personnel and to members of the BoD was approved and the relevant authorizations were granted.
Item 9: The early termination of the share Buyback program approved by the Annual Ordinary General Meeting of Company shareholders dated June 7, 2017 was approved. No share purchases had been effected since the beginning of that program (June 19, 2017) until today.
Item 10: The new share Buyback program (maximum number of Company shares to be bought: 5,000,000, maximum price Euro 18 per share, minimum price Euro 8 per share, program duration: June 18, 2018 – May 29, 2020, through the Member of the ATHEX PIRAEUS SECURITIES) was approved and the authorisation to the Board for the procedural matters relating to the program was granted.
Item 11: The formation of taxed reserves Euro 1,648,048.45 corresponding to 50% of the Company’s own participation in the investment project “expansion of Lubricants Complex” included in the Law 3908/2011 subsidized with Euro 2,472,072.67 was approved. The taxed reserves cannot be distributed for a five-year period following the completion of the investment project.
Maroussi, June 6th, 2018.
The Board of Directors