Month: May 2009

Pursuant to the 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 May 28th, 2009 at 12:30 hours at Athens Plaza hotel, Syntagma Square and  shareholders attended representing a percentage of 68.89% of the share capital. 

All items on the daily agenda were approved as follows: 

Item 1: The yearly 2008 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 in connection with the yearly 2008 Financial Statements. 

Item 3: A new Board was elected as follows: Vardis J. Vardinoyannis, John V. Vardinoyannis, Panagiotis N. Kontaxis, John N. Kosmadakis, Petros T. Tzannetakis, Demosthenes  N. Vardinoyannis, Nikos Th. Vardinoyannis, George P. Alexandridis, Eleni–Maria L. Theodoroulakis (Ms), Despina N. Manolis (Ms), Konstantinos V. Maraveas, Antonios Th. 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: The changes in the composition of the Board of Directors effected during its term were approved.

Item 5: The Audit Committee was appointed as follows: Mr. Panagiotis N. Kontaxis (Chairman), Mr. George P. Alexandridis (Member), Mr. Antonios Th. Theoharis (Member). Substitute Member: Mr. Konstantinos V. Maraveas. 

Item 6: A dividend amount of Euro 0.60 per share for the year 2008 was approved. Given that an amount of Euro 0.20 per share was paid as interim dividend on December 12th, 2008, the dividend remainder for the year 2008 equals Euro 0.40 per share. This amount is subject to a 10% tax (that is Euro 0.04 per share) imposed on dividends pursuant to article 18 of the Law 3697/2008. Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated Wednesday June 3rd, 2009 (record date) for MOTOR OIL (HELLAS) S.A. are entitled to the remaining amount of dividend. As of Monday June 1st , 2009 the shares of the Company will trade on the Athens Exchange ex-dividend remainder. Wednesday June 10th, 2009 was defined as the payment date through the Dematerialized Securities System (S.A.T) Operators (banks, brokerage – securities firms). 

Item 7: Two Chartered Auditors, one ordinary and one substitute, were elected for the year 2009 and their fees were approved. 

Item 8: The fees of the Board of Directors for the accounting year 2008 were approved and the respective fees for the accounting year 2009 were pre-approved.

 

MAROUSSI, MAY 29th, 2009

 

Pursuant to a resolution of the Board of Directors and according to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the Company’s shareholders are invited to the Annual Ordinary General Meeting on Thursday May 28, 2009 at 12:30 hours, to be held at the NJV Athens Plaza Hotel, at A2 Vassileos Georgiou Street – Syntagma Square – Municipality of Athens, for discussion and decision on the following matters: 

1.Presentation and approval of the Financial Statements of the Company (on parent Company and Consolidated basis) for the accounting year 2008 (1.1.2008-31.12.2008), together with the accompanying Reports of the Board of Directors and the Auditors.

2.Discharge of the Members of the Board of Directors and the Auditors from any liability for damages with regard to the Financial Statements and activities during the above mentioned accounting year.

3.Election of the Members of the new Board of Directors as the term of service of the existing Board expires.

4.Announcement of the changes in the composition of the Board of Directors which occurred during its term of service.

5.Appointment of the Members of the Audit Committee according to article 37 of the Law 3693/2008. 

6.Approval of a dividend.

7.Election of two Chartered Auditors, that is, one ordinary and one substitute, for the accounting year 2009 and approval of their fees.

8.Approval of the fees paid to the Members of the Board of Directors for the accounting year 2008 and pre-approval of the fees for the accounting year 2009. 

Shareholders who wish to participate in the Annual Ordinary Shareholders´ Meeting, according to the Law and the Company’s Codified Memorandum and Articles of Association, must block their shares, through the Operator of their Securities Account at the Dematerialised Securities System (S.A.T) or the Hellenic Exchanges S.A (previously Central Securities Depository), and deposit the relevant certificate together with the legal documentation at the Headquarters of the Company, at least 5 days prior to the date of the Ordinary Shareholders´ Meeting, that is, until Friday May 22nd, 2009 (included).

In case that the required quorum, according to the Law and the Company’s Codified Memorandum and Articles of Association, is not achieved and because of this reason a decision on the matters of the agenda cannot be made, a Repeat Shareholders’ Meeting will be held on Thursday June 11th, 2009 at 10:00 hours at the above mentioned Hotel NJV Athens Plaza (A2 Vassileos Georgiou Street – Syntagma Square). The corresponding deadline for the deposit of the share blocking certificates and the legal documentation at the Headquarters of the Company on behalf of the Shareholders will be Friday June 5th, 2009.
 

Maroussi, April 15th, 2009

THE BOARD OF DIRECTORS