According to the article 19 par. 2 of the Law 3556/2007, MOTOR OIL (HELLAS) S.A. hereby presents the proposed amendments of its Articles of Association with regard to items 7 and 8 of the daily agenda of the Annual Ordinary General Meeting of Company Shareholders to be convened on Thursday May 29th, 2008 at 12:30 hrs at NJV Athens Plaza Hotel (Vasileos Georgiou A2 str., Syntagma Square).
Item 7 of the daily agenda relates to amendments of the Company's Codified Memorandum and Articles of Association in order to comply with the Law 3604/2007 that extensively amended the Law 2190/1920 of Societes Anonymes. A summary of these amendments is presented below:
Article 6: The certification of the share capital increase by the Company's Board will take place within one month following the termination of the period available to shareholders to exercise their rights.
Article 7: The exercise period available to shareholders to participate in the share capital increase cannot be less than 15 days. Furthermore, the Board can place freely those shares not taken up by the existing shareholders (because they did not exercise their rights) at a price no lower than the one paid by the existing shareholders. Ultimately it is provided that shareholders wishing to exercise their rights in future share capital increases must make deposits to a special Company account kept with a credit institution operating in Greece.
Article 14: Provision is made that the General Meeting of Company Shareholders can appoint substitute Board members which will assume responsibilities if necessary (resignation, loss of Board identity by existing Board members etc.)
Article 15: Provision is made that the Board can elect directors, in replacement of directors who lost their membership identity, following a decision made by the remaining directors provided their headcount is at least three (3). Furthermore provision is made that the Board can keep on representing the Company without replacing resigned directors on condition that the headcount of the remaining directors exceeds half their initial headcount and provided that the headcount of the remaining directors is at least three (3). Ultimately, provision is made that the Board can call General Shareholders' Meetings with a unique agenda item the appointment of a new Board.
Article 18: Abolition of the obligation of the Board to meet at least once each calendar month.
Article 20: Provision is made that the Board members can proceed with subsequent assignment of the authorities granted to them to other Board members, Company employees and third parties. Furthermore, provision is made that the Board can assign the internal audit of the company to non-Board members or to Board members provided this is not forbidden by the law.
Article 24: Provision is made that the General Meetings of the Company Shareholders will be held at its headquarters or at a municipality within the county of its headquarters, or at a municipality adjacent to the municipality or the district where the headquarters of the Athens Exchange are located in.
Article 25: Provision is made regarding the content of the invitation to a General Meeting of the Company Shareholders (detailed address where it will be held, instructions how shareholders can participate in it etc.) while an addition is made that a subsequent invitation is not required if the initial invitation includes details about the place and the date of the repeat Shareholders' Meetings.
Article 29: Provision is made that in cases of items requiring an increased quorum, the Second Repeat Shareholders' Meeting is legally convened if 1/5 (instead of 1/3) of the paid up share capital is represented in it.
Article 32: The stipulations regarding "Minority Rights" are amended in order to comply with the Law 3604/2007.
Article 34: The stipulations regarding "Auditors" are amended in order to comply with the Law 3604/2007.
Article 38: The stipulations regarding "Annual Financial Statements" are amended in order to comply with the Law 3604/2007.
Article 39: The stipulations regarding "Discharge of the Board members" are amended in order to comply with the Law 3604/2007.
Articles 40 and 41: These articles regarding "Appropriation of Earnings" and "Dividends" respectively are amended in order to comply with the Law 3604/2007.
Articles 42 and 43: These articles regarding "Liquidation" and "Termination" respectively are amended in order to comply with the Law 3604/2007.
Item 8 of the daily agenda concerns amendments of the Company's Codified Memorandum and Articles of Association for functional and reinstatement purposes.
A summary of these amendments is presented below:
Article 8: It is provided that the Company shares are in a dematerialised form while the stipulations referring to shares in material form are abolished.
Article 26: It is provided that a share blocking certificate (instead of the actual share titles) issued by the Athens Exchanges S.A. is required for the participation in the General Meetings of Company Shareholders.
Article 28: Abolition of the obligation to send individual notices to the shareholders in cases of General Meetings.
Article 29: Abolition of the requirement for an increased quorum in the case of a common bond loan.
Article 33: For those items requiring an increased quorum, the majority as a percentage of the present and represented voting rights becomes 2/3 (instead of 3/4).
Article 37: Abolition of the stipulations referring to the first accounting period of the Company.