“MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.” (the “Company”) hereby announces that its Board of Directors, by virtue of its decisions dated 10 April 2025, granted a special authorization in order for its subsidiary “NRG SUPPLY AND TRADING SINGLE MEMBER ENERGY S.A.” (“NRG”) to substitute “MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A.” (“MORE”), also a subsidiary of the Company, as a party to the contract for difference dated 6 April 2023 (the “CfD”) between MORE and “THERMOILEKTRIKI KOMOTINIS SOCIETE ANONYME” (“THERMOILEKTRIKI”), and to acquire all rights and assume all obligations of MORE under the CfD, for a total consideration amount of EUR 11,037,888.12, plus VAT (the “Transaction”). The CfD is a financially settled commodity swap documented under the 2002 ISDA Master Agreement, whereby MORE, as buyer, has agreed with THERMOILEKTRIKI, as seller, a fixed to floating swap in relation to the price of the electricity which is generated by the power plant fueled with natural gas and operated by THERMOILEKTRIKI in Komotini, Greece, and which is delivered by THERMOILEKTRIKI into the relevant electricity markets.
More specifically, pursuant to articles 99-101 of Greek Law 4548/2018, the Company’s Board of Directors granted a special authorization in order for:
(a) NRG, MORE and THERMOILEKTRIKI to enter into a novation agreement, pursuant to which NRG substitutes MORE as a party to the CfD, and acquires all rights and assumes all obligations of MORE thereunder (the “CfD Novation Agreement”);
(b) NRG and MORE to enter into an agreement providing for the Transaction consideration (the “Consideration Agreement”);
(c) NRG and THERMOILEKTRIKI to enter into a new contract for difference, documented under the 2002 ISDA Master Agreement, to replace the existing one (the “New CfD”);
(d) MORE, THERMOILEKTRIKI and EUROBANK, as bondholder agent under the common secured bond loan dated 6 April 2023 and issued by THERMOILEKTRIKI (the “Bond Loan”), to enter into a deed of termination (the “Deed of Termination and Release”) of the lenders’ direct agreement dated 6 April 2023 (the “CfD Lenders’ Direct Agreement”) and entered into in the context of the CfD and the Bond Loan;
(e) NRG, THERMOILEKTRIKI and EUROBANK to enter into a new lenders’ direct agreement (the “New Lenders’ Direct Agreement”), to replace the existing one under (d) above; and
(f) the Company, THERMOILEKTRIKI and EUROBANK, as bondholder agent under the Bond Loan, to sign a side letter to the sponsor undertaking agreement dated 6 April 2023 (the “Side Letter to Sponsor Undertaking Agreement”), pursuant to which the Company undertakes certain obligations and makes certain representations in its capacity as sole shareholder of the New CfD buyer, NRG.
Τhe Company holds 100% of the share capital of each of MORE and NRG, and 50% of the share capital of THERMOILEKTRIKI, which renders them related parties so that articles 99-101 of Greek Law 4548/2018 shall apply to the Transaction and the entering into of the CfD Novation Agreement, the Consideration Agreement, the New CfD, the Deed of Termination and Release, the New Lenders’ Direct Agreement and the Side Letter to Sponsor Undertaking Agreement.
The decision to grant the above special authorization by the Company’s Board of Directors was taken based on the fairness opinion report dated 10 April 2025 and issued pursuant to article 101 par. 1 of Greek Law 4548/2018 (the “Fairness Opinion Report“) by the auditing company “C&A Certified Public Accountants P.C.”, which, based on its work performed as described in the Fairness Opinion Report and which concerns the valuation of the CfD and the review of the financial terms of the drafts of the CfD Novation Agreement and the Consideration Agreement that were brought to its attention, concluded that the Transaction is fair and reasonable for the Company and its shareholders who are not related parties, including the minority shareholders of the Company, as provided for under article 101 par. 1 of Greek Law 4548/2018.
The Fairness Opinion Report of “C&A Certified Public Accountants P.C.” is available on the Company website www.moh.gr at: Investor Relations / Regulatory Information / Regulatory Announcements / 2025.
According to article 100 par. 1 of Greek Law 4548/2018, the special authorization granted by the Company’s Board of Directors for the completion of the Transaction is valid for six (6) months.
This announcement is issued in accordance with article 101 paras 2 and 3 of Greek Law 4548/2018.
Maroussi, 11 April 2025
The Board of Directors
Komotini CfD Fairness Opinion for Transfer to NRG – available in Greek only.pdf