Regular General Meeting was held today by Motor Oil where it was decided to give the amount of 5.5 million euros from profits 2021 to the staff, while the new one was elected Board of directors. At the General Assembly, 12 issues were discussed while the distribution of a dividend of 0.70 euros was approved.
THE company announcement
According to section 22.214.171.124 of the Regulations of the Athens Stock Exchange, MOTOR OIL (HELLAS) CORINTH REFINERY S.A. announces that the Ordinary General Assembly was held on June 30, 2022 at 10:00 a.m. at the Athens Plaza Hotel, Pl. of the Constitution and were attended by shareholders representing 70.45% of the share capital. The quorum percentage was 71.06% since, according to article 50 of Law 4548/2018, the percentage of the same shares was not taken into account
owned by the Company.
All agenda items were approved.
Item 1: The 2021 financial statements were approved (on a consolidated and non-consolidated basis) including the non-Financial Information of Law 4548/2018, the Corporate Governance Statement in accordance with Law 4548/2018 and Law 4706/2020, the Transaction Report of the Company’s Audit Committee for the year 2021 as well as the relevant reports of the Board of Directors and the Statutory Auditors.
Issue 2: The overall management of the Company for the year 2021 was approved and the Sworn Auditors were absolved from any liability for compensation for the annual financial statements and the transactions of the year 2021. In addition, the provision provided for in paragraph 5 of article 9 of Law 4706/2020 was submitted report of the Independent Non-Executive Board Members to the General Assembly.
Issue 3: A new Board of Directors was elected whose members are: Vardis I. Vardinogiannis, Ioannis V. Vardinogiannis, Ioannis N. Kosmadakis, Petros Tz. Tzannetakis, Nikolaos T. Vardinogiannis, Georgios P. Alexandridis, Niki D. Stoufis, Panagiotis I. Konstantaras, Ourania N-P Aikaterinari and Dimitris-Antonios A. Anifantakis. Of the aforementioned persons, the last three, namely Messrs. Panagiotis I. Konstantaras, Ourania N-P Aikaterinari and Dimitris-Antonios A. Anifantakis were designated as independent since they meet the independence criteria of paragraphs 1 and 2 of article 9 of Law 4706/2020. The term of office of the members is annual in accordance with the provisions in the Company’s articles of association. The formation of the new Board of Directors will take place soon.
Issue 4: The members of the Audit Committee were appointed in accordance with article 44 of Law 4449/2017 as applicable. Particularly:
Regarding the type of Audit Committee, the Assembly determined that it will be an independent (mixed) committee, i.e. with members of the Board of Directors. and third parties.
Regarding the composition of the Audit Committee, the Assembly decided that the committee will consist of three (3) independent members. A member of the Committee shall be a member thereof
of the newly elected Board of Directors of the Company and the remaining two members of the Committee will be independent third parties.
As for the term of office of the members of the Audit Committee, it was decided by the Assembly that it will be annual, i.e. equivalent to that of the members of the Board of Directors.
Following the proposal of the Board of Directors, and in accordance with the relevant recommendation of the Company’s Remuneration & Nominations Committee, the Assembly appointed the members of
Audit Committee as follows:
• Panagiotis Constantaras of Ioannis (independent member of the Board of Directors)
• Spyridon Kyritsis of Charalambos (independent third party)
• Konstantinos Thanopoulos of Nikolaos (independent third party)
All the elected members of the Audit Committee meet the independence requirements of article 9 of Law 4706/2020, they all have sufficient knowledge of the sector in which the Company operates as well as sufficient knowledge and experience in accounting or auditing.
The Chairman of the Audit Committee will be appointed by its members during the formation of the latter in a House.
Item 5: The allocation of profits for the year 2021 and the total dividend for the year 2021 amounting to Euro 0.90 per share were approved. Given that on November 15, 2021
an amount of Euro 0.20 per share was paid as an interim dividend, the remainder of the 2021 dividend amounts to Euro 0.70 per share. The General Meeting approved the cut-off dates for the record of beneficial shareholders registered in the S.A.T. (record date) and start of payment of the remaining dividend for fiscal year 2021 as follows: Cut-off date Thursday July 7, 2022, record date of beneficiaries (record date) Friday, July 8, 2022, payment start date Wednesday, July 13, 2022. The payment of the remaining dividend for fiscal year 2021 will carried out through a Paying Bank. With a new announcement, the Company will inform the investing public about the details of the payment of the remaining dividend for the year 2021.
Item 6: Mr. Koutsos-Koutsopoulos Dimitris (AM SOEL 26751) was elected as regular auditor for the year 2022 and Mr. Christopoulos as alternate auditor
Vasileios (A.M. SOEL 39701) both of Deloitte SA. Certified Auditors. Their remuneration was set at Euro 315 thousand for the regular audit of the financial statements for the year 2022 and at Euro 175 thousand for the tax audit of the year 2022 and the issuance of the relevant tax certificate.
Item 7: The fees of the members of the Board of Directors were approved. for the year 2021 (annual fixed fee of Euro 30,000 for each member of the Board of Directors or Euro 35,000 for each member of the Committees: Audit, Nominations & Remuneration or Euro 40,000 for the Chairmen of the Committees: Audit, Nominations & Remuneration) and pre- fees were approved
them for the year 2022 as described above.
Item 8: The advance payment of fees to members of the Board of Directors was approved. for the period until the next Regular General Meeting in accordance with article 109 of Law 4548/2018.
Item 9: The distribution of an amount of up to Euro 6 million from the net profits for the year 2021 to members of the Board of Directors and top managers of the Company was approved and the relevant authorizations were provided.
Item 10: The distribution of an amount of up to Euro 5.5 million from the 2021 net profits to the Company’s Staff was approved and the relevant authorizations were provided.
Issue 11: A new program for the purchase of the Company’s own shares was approved (maximum number of shares 7,000,000, maximum purchase price Euro 23 per share, minimum purchase price Euro 8 per share, duration 8.7.2022 – 24.5.2024, through the Members of the Athens Stock Exchange PIRAEUS AEPY and OPTIMA BANK SA) and authorization was given to the Board of Directors for the procedural matters of
Item 12: The distribution of 200,000 own shares held by the Company to the Executive Members of the Board of Directors was approved in accordance with article 114 of the Law
4548/2018. In particular, the General Assembly approved the disposal, without monetary consideration and without obligation to hold for a specific period of time
period, 100,000 shares to Mr. Ioannis V. Vardinogiannis, 50,000 shares to Mr. Petros Tz. Tzannetakis and 50,000 shares to Mr. Ioannis N. Kosmadakis.
Item 13: The commitment of taxed reserves in the amount of Euro 1,779,923.34 was approved to cover 50% of the Company’s own participation in the investment
project, with a total eligible and supported cost of 14,239,386.72 Euros, regarding the expansion of the capacity of the Catalytic Cracking Complex
of the Refinery and has been included in the Development Law 4399/2016. Taxed reserves may not be distributed or capitalized for
seven years from the completion and start of production operation of the investment, which is estimated within 2023.
Item 14: The Remuneration Report of the Board Members was approved. of the Company for the Year 2021 in accordance with the provisions of article 112 of Law 4548/2018.
Item 15: The employment contract between the Company and the Director was approved
Advisor in accordance with article 99 of Law 4548/2018 and the
amended Board Member Remuneration Policy according to article 110 of the Law