Pursuant to the provisions of section 4.1.1 of the Regulation of the Athens Exchange, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that the Annual Ordinary General Assembly was convened on June 19^th, 2024, at 10:00 hours at Athens Plaza hotel, Syntagma Square with shareholders being present representing a percentage of 72.26% of the share capital. The quorum percentage amounted to 73.93% because, according to the provisions of article 50 of the Law 4548/2018, the percentage of the own shares held by the Company was not taken into account.

All items on the daily agenda were approved.

Item 1: The yearly 2023 Financial Statements (stand alone and consolidated) including the Non-Financial Information of the Law 4548/2018, the Corporate Governance Statement pursuant to the Law 4548/2018 and Law 4706/2020, the Audit Committee Report for 2023 along with the relevant reports of the Board of Directors and of the Auditors were approved.

Item 2: Τhe overall management of the Company for the fiscal year 2023 was approved and the Auditors were discharged from any liability for damages with regard to the yearly 2023 Financial Statements. In addition, the Independent Non-Executive members of the Board jointly submitted to the General Assembly the report in accordance with the provisions of paragraph 5 of article 9 of the Law 4706/2020.

Item 3: A new Board was elected as follows: Mr. Vardis J. Vardinoyannis, Mr. Yannis V. Vardinoyannis, Mr. John N. Kosmadakis, Mr. Petros T. Tzannetakis, Mr. Michael- Matheos I-E Stiakakis, Mr. Nikolaos Th. Vardinoyannis, Mrs. Niki D. Stoufi, Mr. Panayotis J. Constantaras, Mrs. Rania N-P Ekaterinari and Mr. Dimitrios-Antonios A. Anifantakis.

The nominations of all elected Directors were submitted by the Company Board to the General Assembly following the relevant recommendation of the Remuneration & Nomination Committee which verified the collective and individual suitability of the candidates.

Of the aforementioned persons, the last three, namely Messrs. Panayotis J. Constantaras, Rania N-P Ekaterinari and Dimitris-Antonios A. Anifantakis were defined as independent as they meet the criteria of independence of paragraphs 1 and 2 of article 9 of the Law 4706/2020.

The term of office of the Board members is for one year as provided by the Company Articles of Association.

The organization of the BoD as a Body Corporate will take place shortly.

Item 4: The members of the Audit Committee were appointed in accordance with the provisions of article 44 of the Law 4449/2017 as in force. In particular:

Regarding the type of the Audit Committee, the Assembly determined that it will be an independent Committee, ie consisting of BoD members and third persons.

Regarding the composition of the Audit Committee, the Assembly decided that it will be a 3-member Committee of which one will be an independent Non-Executive BoD member and the other two (2) will be independent third persons.

Regarding the term of office of the Audit Committee, the Assembly decided to be for one year, i.e. equivalent to that of the members of the Board.

Following the proposal of the Board, in accordance with the relevant recommendation of the Remuneration and Nomination Committee of the Company, the Assembly appointed the members of the Audit Committee as follows:

• Panayotis J. Constantaras (Independent Non-Executive member of the Board)
• Spyridon X. Kyritsis (independent third person)
• Konstantinos N. Thanopoulos (independent third person)

All the elected members of the Audit Committee meet the independence criteria stipulated in article 9 of the Law 4706/2020, are in possession of good knowledge of the business sector that the Company engages in and also have sufficient knowledge and experience in accounting or auditing.

The Chair of the Committee will be appointed by its members during its organization as a Body Corporate.

Item 5: The distribution of Company earnings for the fiscal year 2023 and the dividend amount of Euro 1.80 per share for the fiscal year 2023 was approved. Considering that an amount of Euro 0.40 per share was paid as interim dividend on December 22^nd, 2023 the dividend remainder for the fiscal year 2023 equals Euro 1.40 per share. The General Assembly approved the ex-date, record date and payment commencement date as follows:

Ex-dividend remainder date: Wednesday June 26^th, 2024

Record date: Thursday June 27^th, 2024 (Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T.) dated June 27^th, 2024, will be entitled to the dividend remainder)

Payment commencement date: Wednesday July 3^rd, 2024

The payment of the year 2023 dividend remainder will be effected through a Payee Bank. The Company will provide details to the investment community in respect of the fiscal year 2023 dividend remainder payment with a subsequent announcement.

Item 6: Mr. Vassilios G. Kaminaris (SOEL Nr. 20411) was elected for the year 2024 as regular auditor and Mrs. Sofia I. Anyfantakis (SOEL Nr. 35841) as substitute auditor both of KPMG AUDITING S.A. Their aggregate fee was set at Euro 675 thousand and concerns the regular audit of the stand-alone and consolidated financial statements of the year 2024, the review of the interim financial statements for the period 01.01.2024-30.06.2024, the tax audit for the year 2024 and the issuance of a tax certificate of the Company for the fiscal year 2024. 

Item 7: The fees of the Board members for the fiscal year 2023 were approved (annual fixed fee of Euro 30,000 for each Board member or Euro 35,000 for each member of the Committees: Audit Committee, Nomination & Remuneration Committee or Euro 40,000 for the Chair of the Committees: Audit Committee, Nomination & Remuneration Committee). The fees of the Board members for the fiscal year 2024 were pre-approved as follows:

 

Item 8: The payment in advance of fees to Board members for the period until the next Ordinary General Assembly was approved in accordance with the provisions of article 109 of the Law 4548/2018.

Item 9:  The distribution of up to Euro 8 million from the Net Income of the fiscal year 2023 to the members of the Board and senior executives of the Company was approved and the relevant authorizations were granted.

Item 10: The distribution of up to Euro 12 million from the Net Income of the fiscal year 2023 to the Company Personnel was approved and the relevant authorizations were granted.

Item 11: The formation of taxed reserves Euro 3,528,063.04 which corresponds to 100% of the own participation of the Company in an investment project, of total cost Euro 14,112,252.14 included in the Development Law 4399/2016, concerning the fundamental change of the entire production process of the Atmospheric Distillation and Alkylation Units of MOTOR OIL (HELLAS) S.A Refinery was approved. The taxed reserves cannot be distributed or capitalized before a period of seven (7) years has elapsed from the completion and commencement of the productive operation of the investment.

Item 12: The Company Directors' Remuneration report for the fiscal Year 2023 was approved in accordance with the provisions of article 112 of the Law 4548/2018.

Item 13: The Revised Directors' Remuneration Policy was approved in accordance with article 110 of the Law 4548/2018.

Item 14: The amendment of the Company's Articles of Association was approved.

  

Maroussi, June 19^th, 2024

The Board of Directors