Special permission of the Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. to its subsidiary MANETIAL LIMITED to proceed with a transaction with a related party pursuant to the articles 99-101 of the Law 4548/2018

Following its announcements issued on 11 June and 01 July 2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby announces that its Board in its meeting dated 10 January 2025 decided to grant a special permission allowing its subsidiary MANETIAL LIMITED to proceed with the acquisition of 94.44% of the share capital of the company under the legal name HELECTOR S.A. Specifically, the Company's Board provided its approval to MANETIAL LIMITED (Buyer) to acquire 185,793 registered shares issued by HELECTOR 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 114,731,111.11, which  shares correspond to 94.44% of the share capital of HELECTOR S.A., according to the terms of the Share Purchase Agreement (SPA) entered between them on the 03rd July 2024.

 

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties, as the former participates today with a 26.88% 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 Deloitte Certified Public Accountants S.A. dated 10 January 2025, deemed the consideration amount of EUR 114,731,111.11 for the acquisition, through MANETIAL LIMITED, of the 94.44% stake of HELECTOR 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 Deloitte Certified Public Accountants S.A., the amount of EUR 114,731,111.11, as this will be adjusted in accordance with the usual terms and conditions in transactions of this nature as included in the SPA dated 03 July 2024, corresponds to the fair market value of 94.44% of HELECTOR S.A.

 

The report of Deloitte Certified Public Accountants S.A. is available on the Company website www.moh.gr at the option: Investor Relations / Regulatory Information / Regulatory Announcements / 2025.

 

According to the Law 4548/2018 the special permission granted by the Company's Board for the completion of the transaction for the transfer of the abovementioned 185,793 shares of HELECTOR S.A. 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, 15 January 2025

The Board of Directors


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