Announcement Category: Regulatory Announcements

In the context of its obligations according to the Regulation of the ATHENS EXCHANGE, MOTOR OIL (HELLAS) S.A. hereby announces its Financial Calendar of the year 2024 which has as follows:

Release date of the fiscal year 2023 Financial Results: Wednesday April 3^rd, 2024 after the close of business. The Annual Financial Report of the fiscal year 2023 will be available on the Company website www.moh.gr  (Investor Relations / Financial Information / Full Year Financial Reports) as well as on the ATHEX website www.athexgroup.gr  after the close of business on Wednesday April 3^rd, 2024.

Annual briefing to analysts: will take place over a teleconference on Thursday April 4^th, 2024 at 17:30 hrs local time (UK: 15:30, EASTERN US: 10:30).

Annual Ordinary General Meeting: Wednesday June 12^th, 2024.

Year 2023 ex-dividend date: Wednesday June 26^th, 2024 (that is, after June 21^st, 2024 which signifies the expiration date for the Futures Contracts on the Company´ s stock and on the FTSE/ATHEX LARGE CAP index, in which it is included).

Shareholders entitled to the year 2023 dividend: Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T) dated Thursday June 27^th, 2024 (record date).

First day of payment of the year 2023 dividend: Wednesday July 3^rd, 2024.

Maroussi, March 15^th, 2024

The Board of Directors

In reply to the query made by Hellenic Capital Market Committee under the letter dated 19.2.2024 and with regard to articles recently appeared in daily and electronic press, MOTOR OIL (HELLAS) CORINTH REFINERIES SA (hereinafter the Company) hereby informs the public as follows:

The Company conducts on a continuous basis discussions entailing the prospect of collaboration with other companies active in economic sectors related to the four (4) major pillars (Refining Supply & Trading, Retail & Mobility, Renewable Energy, Alternative Fuels & Cyclical Economy) of the MOTOR OIL Group energy transition strategy with time horizon the year 2030 (TARGET 2030 Strategy) with the aim of achieving further development of the activities of the Group and finding potential synergies.

For the avoidance of any doubt, neither any agreement exists nor any offer (binding or not) has been submitted by the Company to ELLAKTOR S.A. for the acquisition of the stake the latter holds in HELECTOR S.A.

In accordance with its standard practice, the Company proceeds to public announcements, as per its statutory obligations, provided and once there is a fact giving rise to a disclosure obligation pursuant to article 17 of the Regulation (EU) 596/2014 and the regulations of Athens Exchange.

The above apply also with regard to the commentary on the press releases mentioned in the above captioned Hellenic Capital Market Committee letter.

The present notification is made in accordance with the Regulation (EU) 596/2014 of the European Parliament, the European Council and in reply to a relevant query made by the Hellenic Capital Market Committee.

Maroussi, 19 February 2024

The Board of Directors

 

 

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Market Commission, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that Mr. Michael-Matheos Stiakakis, until recently Refinery General Manager, is promoted to the position of General Manager of Fuels Refining & Trading.

Mr. Ioannis Kioufis, until recently Refinery Deputy General Manager, is promoted to the position of Refinery General Manager.

The curricula vitae of the above executives are available on the corporate website (www.moh.gr) at the option: Company / Organizational Structure.

Maroussi, 16 February 2024

The Board of Directors

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the “Company”) with reference to its previous announcements dated December 18th, 2023, December 27th, 2023, and January 9th, 2024, hereby informs the investment community on the following:

Subsequent to the decision of the Extraordinary General Assembly of Company shareholders dated January 24^th, 2024, the 100% Company’s subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (Buyer) completed the transaction (financial closing) for the acquisition of 123,059,250 registered shares issued by ANEMOS RES S.A. owned by the listed on the Athens Exchange company ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 123,520,000. The said 123,059,250 shares correspond to 25% of the share capital of ANEMOS RES S.A. The transaction was completed on the 25^th of January 2024.

It is reminded that MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. possesses already 369,177,750 shares corresponding to 75% of the share capital of ANEMOS RES S.A. and therefore, following the completion of the transaction ANEMOS RES S.A. is 100% controlled by MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A.

Maroussi, 25 January 2024

The Board of Directors

Following its announcement submitted to the General Electronic Commercial Registry (GEMI) with protocol number 3188194/29.12.2023, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby notifies the lapse of the 10day period available to Company Shareholders, pursuant to Article 100 paragraph 3 of the Law 4548/2018, to request a General Assembly with agenda item the granting of approval of the special permission pursuant to Articles 99-101 of the Law 4548/2018, allowing the Company’s subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (Buyer) to enter into a Share Purchase Agreement (SPA) for the acquisition of 123,059,250 registered shares issued by ANEMOS RES S.A. owned by the related party ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 123,520,000.

The said 123,059,250 shares correspond to 25% of the share capital of ANEMOS RES S.A. while MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A possesses already 369,177,750 shares corresponding to 75% of the share capital of ANEMOS RES S.A.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties, as the former participates with a 29.87% stake in the share capital of the latter, pursuant to the articles 99-101 of the Law 4548/2018.

Τhe Company’s Board provided its consent to MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A to enter into the above-mentioned Share Purchase Agreement, as referred to in the announcement submitted to GEMI with protocol number 3188194/29.12.2023

The Company’s Board having taken into consideration the fairness opinion report conducted by the KPMG AUDITING S.A. dated 21 December 2023, deemed the consideration amount of EUR 123,520,000 for the acquisition, through MORE, of the 25% stake of ANEMOS RES S.A. as a fair and reasonable price for the Company and its shareholders who are not related parties including the minority shareholders pursuant to the provisions of the article 101 par. 1 of the Law 4548/2018.

According to the report of KPMG the fair market value of 25% of the Equity Value of ANEMOS RES S.A. ranges between EUR 119,077,000 and EUR 132,704,000 with midpoint the amount of EUR 125,755,000. The report is available on the Company website www.moh.gr at the option:

Investor Relations / Regulatory Information / Regulatory Announcements / 2024.

The special permission of the Company’s Board for the completion of the transaction is valid for six (6) months.

The Company will provide update to the investment community in relation to the development of the above-mentioned transaction.

The present announcement is issued in accordance with paragraph 2 of the Article 101 of the Law 4548/2018.

Maroussi, 9 January 2024

The Board of Directors

KPMG-Fairness Opinion on ELLAKTORS RES Equity Value (available in Greek only).pdf

Following its announcement issued on 18 December 2023, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby announces that its Board in its meeting dated 22 December 2023 decided to grant a special permission allowing its subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (“MORE”) to proceed with the acquisition of 25% of the share capital of the company ANEMOS RES S.A. which owns an RES portfolio in operating and under construction status.

Specifically, the Company’s Board provided its approval to MORE (Buyer) to enter into a Share Purchase Agreement (SPA) for the acquisition of 123,059,250 registered shares issued by ANEMOS RES S.A. owned by the listed on the Athens Exchange company ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 123,520,000.  The said 123,059,250 shares correspond to 25% of the share capital of ANEMOS RES S.A. while MORE possesses already 369,177,750 shares corresponding to 75% of the share capital of ANEMOS RES S.A.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties, as the former participates with a 29.87% stake in the share capital of the latter, pursuant to the articles 99-101 of the Law 4548/2018.

The Company’s Board having taken into consideration the fairness opinion report conducted by the KPMG AUDITING S.A. dated 21 December 2023, deemed the consideration amount of EUR 123,520,000 for the acquisition, through MORE, of the 25% stake of ANEMOS RES S.A. as a fair and reasonable price for the Company and its shareholders who are not related parties including the minority shareholders pursuant to the provisions of the article 101 par. 1 of the Law 4548/2018.

According to the report of KPMG the fair market value of 25% of the Equity Value of ANEMOS RES S.A. ranges between EUR 119,077,000 and EUR 132,704,000 with midpoint the amount of EUR 125,755,000. The report is available on the Company website www.moh.gr at the option:

Investor Relations / Regulatory Information / Regulatory Announcements / 2023.

According to the Law 4548/2018 the special permission granted by the Company’s Board for the completion of the transaction and the transfer of the abovementioned 123,059,250 ANEMOS RES S.A. shares is valid for six (6) months.

The present announcement is issued in accordance with the paragraph 3 of the Article 100 of the Law 4548/2018.

Maroussi, 27 December 2023

The Board of Directors

KPMG-Fairness Opinion on ELLAKTOR’S RES Equity Value (available in Greek only).pdf

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that it has initiated negotiations with the company ELLAKTOR S.A. for the acquisition of the remaining 25% of the shares issued by ANEMOS RES S.A. (number of shares to be acquired: 123,059,250) which constitute property of ELLAKTOR S.A. for a total consideration of EUR 123,520,000. The completion of the transaction is subject to the granting of the approvals by the corporate bodies of the two parties and the finalisation of the sale-purchase agreement (SPA) in relation to the above-mentioned shares.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will provide update to the investment community in relation to the development of the transaction with subsequent announcements.

Maroussi, 18 December 2023

The Board of Directors

In the context of article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission, it is hereby announced that the Board of Directors of the Company in its meeting dated November 27th, 2023 decided not to appoint a member in the place of the late Non-Executive Board Member George P. Alexandrides.

Hence, the Company Board comprising the remaining nine (9) Directors, is in force until the election of new Directors pursuant to the decision by the next Ordinary General Assembly of Company shareholders.

The current composition of the Company Board has as follows:

Vardis J. Vardinoyannis – Chairman, Non-Executive Member

Yannis V. Vardinoyannis – Vice Chairman & Managing Director, Executive Μember

John N. Kosmadakis – Deputy Managing Director, Executive Μember

Petros Τ. Tzannetakis – Deputy Managing Director, Executive Μember

Nikolaos Th. Vardinoyannis – Νon-Executive Μember

Niki D. Stoufi – Non-Executive Member

Panayotis J. Constantaras – Non-Executive / Independent Member

Rania N-P Ekaterinari – Non-Executive / Independent Member

Dimitrios-Antonios  A. Anifantakis – Non-Executive / Independent Member

 

Maroussi, 28 November 2023

The Board of Directors

In view of the upcoming conference call for the Q3 2023 financial results to be held on Wednesday 22 November 2023 at 17:30 local time (UK 15:30, EASTERN US 10:30), MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that the Company’s management will also provide an update with regards to the Energy Transition Strategy of the Group.

 

Maroussi, 14 November 2023

The Board of Directors