HELLENiQ ENERGY Holdings Societe Anonyme
Announcement
"Hellenic Petroleum S.A." informs the investors that in the Ordinary Annual General Meeting of the Shareholders of the Company dated 14.5.2008, 197 shareholders were present representing 232.321.951 shares/votes, namely 76.02% of the paid-up share capital.
The aforementioned General Meeting decided by increased majority of the company capital present thereto the following on the items in the Agenda:
1. Approved by a majority of 98.30% of the company capital present the BoD management report for the year 2007.
2. Approved by a majority of 99.67% of the company capital present the company's financial statements and the Group's consolidated statements for the year 2007 along with the relevant reports, in accordance with the international accounting standards.
3. Unanimously approved the profit appropriation and the allotment of a regular dividend of euro 0.50 per share. Due to the interim dividend of euro 0.15 per share already distributed on 20.9.2007 (decision no. 1111/8.8.2007 of the Company's Board of Directors), the remaining dividend for distribution amounts to euro 0.35 per share.
In addition, the BoD appointed 19.5.2008 as the cut-off date for the allotment of the remaining dividend (clarifying that the beneficiaries to it will be the persons entered in the Register of Shareholders after the close of business on the ATHEX on 16.5.2008) and 27.5.2008 as the payment date for the dividend through the National Bank.
4. Released by a majority of 99.97% of the company capital present the members of the Board of Directors and the Auditors from all liability to pay compensation for year 2007, pursuant to article 35 of Codified Law 2190/1920.
5. Found and approved by a majority of 98.75% of the company capital present the following thirteen-member composition of the company's BoD to serve for a period of five years, pursuant to article 20 of the Company's Articles of Association, namely until 14.5.2013:
1. Efthimios Christodoulou, son of Nikolaos
2. Ioannis Kostopoulos, son of Athanasios
3. Nikolaos Lerios, son of Apostolos
4. Elissavet-Angelica Loverdou, daughter of Panagis-Andreas
5. Vassileios Bagiokos, son of Ioannis
6. Panagiotis Pavlopoulos, son of Georgios
7. Marios Tsakas, son of Panagiotis
8. Theodoros-Achilleas Vardas, son of Dimitrios
9. Georgios Kallimopoulos, son of Dimos
10. Panagiotis Ofthalmidis, son of Ilias
11. Alexios Athanassopoulos, son of Dimos
12. Dimitrios Miliakos, son of Ioannis
13. Iasson Stratos, son of Stamoulis
of which:
- persons under points 1 to 7 above were appointed by the Greek State as its representatives, under its capacity as a shareholder;
- persons under points 8 to 9 above were appointed by PANEUROPEAN OIL AND INDUSTRIAL HOLDINGS S.A. as its representatives, under its capacity as a shareholder;
- persons under points 10 to 11 above were elected by the company employees as their representatives, and
- persons under points 12 to 13 above were elected by the Special Meeting of the minority shareholders dated 14.5.2008 as its representatives.
6. a) Approved by a majority of 99.98% of the company capital present the compensation and all manner of bonus paid to the members of the Board, as well as the fees paid to members of the Board that participated in committees thereof, from 1.1.2007 until 31.12.2007.
b) Decided by a majority of 99.98% of the company capital present the payment in 2008 of a bonus for the period 2007 to the following members thereof:
-an amount euro 75,000 (gross) to each and every one of the following: Managing Director Ioannis Kostopoulos (under his capacity as an Executive member of the BoD at the time), former Executive member of the BoD, Dimitrios Mattheos as well as Executive member of the BoD, Theodoros Vardas (under his capacity as a non-executive member of the Board at the time); pursuant to the provisions of the Fee System of the member of the Company Management.
c) In addition, it decided by a majority of 99.98% of the company capital present that the fixed compensation and the compensation per meeting of the members of the Board (in effect since 2004) as well as the fee paid to executive or non-executive members of the Board participating in committees thereof (in effect since 2005) for year 2008 will remain at the same levels that were set for year 2007, namely euro 1,150 as a fixed compensation to the members of the Board, euro 390 as a compensation per meeting of the BoD and for up to three meetings per month and euro 500 as a fee to the executive and non-executive members of the Board participating in committees thereof, per meeting of the committee they participate to, respectively.
7. Approved and decided by a majority of 99.98% of the company capital present the following:
i. The amount of the fee paid for year 2007 to the Chairman of the BoD, Efthimios Christodoulou and the company's former Managing Director, Panagiotis Kavoulakos.
ii. That the annual gross fee of the Chairman of the Board, Efthimios Christodoulou, for year 2008 will remain at the same level that was set for year 2007, namely euro 200,000 and
iii. That the annual gross fee of the company's Managing Director, Ioannis Kostopoulos will be set to euro 280,000 (gross).
iv. That the BoD will be authorized to enter into contracts between the company and its Chairman of the Board and Managing Director, for a period of five years (that is to say equal to the Board's term of office) which shall include the terms on their fees approved above.
8. Elected by a majority of 98.56% of the company capital present for year 2008, in accordance with the provisions of the company's Articles of Association, auditing firm PWC (Price Waterhouse Coopers) as both reliable and worldwide recognized auditor with a fee amounting to euro 525,000, before VAT and other expenses and proposed:
- Konstantinos Michalatos, son of Ioannis (Corps of Certified Accountants registry number (SOEL) 17701), as an ordinary auditor and
- Marios Psaltis, son of Thomas (Corps of Certified Accountants registry number (SOEL) 38081), as a substitute auditor.
9. Decided by a majority of 98.30% of the company capital present to approve decision no. 1122/18.4.2008 of the BoD on the provision of stock options for year 2008 to those participating to the Plan (including the Chairman of the BoD, the company's Managing Director and the executive member of the Board, Theodoros Vardas), namely 385,236 in total, pursuant to article 2 of the Plan in effect.
10. Approved by a majority of 98.30% of the company capital present the following:
- Extension of the applicable stock option plan of Hellenic Petroleum SA, pursuant to article 13(9) of Codified Law 2190/1920 as in force for 2008 (one year only) in the context of the same maximum approved number of shares (namely 4,250,000 shares including the options already provided), with a yearly variation of the maximum number from 2,000,000 to 3,000,000 shares and from 0 - 200,000 to 0 - 350,000 shares per beneficiary;
- Setting of the option price to euro 8.50 per share;
- Calculation of the number of shares provided with an estimated TSR of 12% and a Dividend Yield of 4%;
- Variation of the percentages used in the calculation as analysed by the BoD in meeting no. 1122/18.4.2008.
-Maintaining of the rest of the terms (apart from dates) as already approved.
- Participation to the extension of the Plan to be allowed to the Management (Chairman, Managing Director, Executive Members of the BoD) and the Managing Members of any rank (General Directors, Directors A, Directors, Substitute Directors, Country Managers, Managing Directors of Greek Subsidiaries, General Director of the Egypt Branch as well as Administration Advisers to the level of Managing Executive of any rank and specialization) appearing to hold a position in the Company's Organization Chart from time to time.
11. Decided by a majority of 99.97% of the company capital present on the amendment, addition, abolition and renumbering of provisions in articles 9, 10, 11, 14, 16, 18, 19, 20, 22, 24, 25, 26, 27 and 28 of the company's Articles of Association as notified to the investors by previous announcement of the Company dated 12.5.2008 in order to improve functionality and adjust to Law 3604/2007.
12. Update on the said matter was given and covered in the context of the first item in the Agenda, thus, no decision was taken, in order to register the stated abstinence of 1.69% on the present company capital.
The aforementioned General Meeting decided by increased majority of the company capital present thereto the following on the items in the Agenda:
1. Approved by a majority of 98.30% of the company capital present the BoD management report for the year 2007.
2. Approved by a majority of 99.67% of the company capital present the company's financial statements and the Group's consolidated statements for the year 2007 along with the relevant reports, in accordance with the international accounting standards.
3. Unanimously approved the profit appropriation and the allotment of a regular dividend of euro 0.50 per share. Due to the interim dividend of euro 0.15 per share already distributed on 20.9.2007 (decision no. 1111/8.8.2007 of the Company's Board of Directors), the remaining dividend for distribution amounts to euro 0.35 per share.
In addition, the BoD appointed 19.5.2008 as the cut-off date for the allotment of the remaining dividend (clarifying that the beneficiaries to it will be the persons entered in the Register of Shareholders after the close of business on the ATHEX on 16.5.2008) and 27.5.2008 as the payment date for the dividend through the National Bank.
4. Released by a majority of 99.97% of the company capital present the members of the Board of Directors and the Auditors from all liability to pay compensation for year 2007, pursuant to article 35 of Codified Law 2190/1920.
5. Found and approved by a majority of 98.75% of the company capital present the following thirteen-member composition of the company's BoD to serve for a period of five years, pursuant to article 20 of the Company's Articles of Association, namely until 14.5.2013:
1. Efthimios Christodoulou, son of Nikolaos
2. Ioannis Kostopoulos, son of Athanasios
3. Nikolaos Lerios, son of Apostolos
4. Elissavet-Angelica Loverdou, daughter of Panagis-Andreas
5. Vassileios Bagiokos, son of Ioannis
6. Panagiotis Pavlopoulos, son of Georgios
7. Marios Tsakas, son of Panagiotis
8. Theodoros-Achilleas Vardas, son of Dimitrios
9. Georgios Kallimopoulos, son of Dimos
10. Panagiotis Ofthalmidis, son of Ilias
11. Alexios Athanassopoulos, son of Dimos
12. Dimitrios Miliakos, son of Ioannis
13. Iasson Stratos, son of Stamoulis
of which:
- persons under points 1 to 7 above were appointed by the Greek State as its representatives, under its capacity as a shareholder;
- persons under points 8 to 9 above were appointed by PANEUROPEAN OIL AND INDUSTRIAL HOLDINGS S.A. as its representatives, under its capacity as a shareholder;
- persons under points 10 to 11 above were elected by the company employees as their representatives, and
- persons under points 12 to 13 above were elected by the Special Meeting of the minority shareholders dated 14.5.2008 as its representatives.
6. a) Approved by a majority of 99.98% of the company capital present the compensation and all manner of bonus paid to the members of the Board, as well as the fees paid to members of the Board that participated in committees thereof, from 1.1.2007 until 31.12.2007.
b) Decided by a majority of 99.98% of the company capital present the payment in 2008 of a bonus for the period 2007 to the following members thereof:
-an amount euro 75,000 (gross) to each and every one of the following: Managing Director Ioannis Kostopoulos (under his capacity as an Executive member of the BoD at the time), former Executive member of the BoD, Dimitrios Mattheos as well as Executive member of the BoD, Theodoros Vardas (under his capacity as a non-executive member of the Board at the time); pursuant to the provisions of the Fee System of the member of the Company Management.
c) In addition, it decided by a majority of 99.98% of the company capital present that the fixed compensation and the compensation per meeting of the members of the Board (in effect since 2004) as well as the fee paid to executive or non-executive members of the Board participating in committees thereof (in effect since 2005) for year 2008 will remain at the same levels that were set for year 2007, namely euro 1,150 as a fixed compensation to the members of the Board, euro 390 as a compensation per meeting of the BoD and for up to three meetings per month and euro 500 as a fee to the executive and non-executive members of the Board participating in committees thereof, per meeting of the committee they participate to, respectively.
7. Approved and decided by a majority of 99.98% of the company capital present the following:
i. The amount of the fee paid for year 2007 to the Chairman of the BoD, Efthimios Christodoulou and the company's former Managing Director, Panagiotis Kavoulakos.
ii. That the annual gross fee of the Chairman of the Board, Efthimios Christodoulou, for year 2008 will remain at the same level that was set for year 2007, namely euro 200,000 and
iii. That the annual gross fee of the company's Managing Director, Ioannis Kostopoulos will be set to euro 280,000 (gross).
iv. That the BoD will be authorized to enter into contracts between the company and its Chairman of the Board and Managing Director, for a period of five years (that is to say equal to the Board's term of office) which shall include the terms on their fees approved above.
8. Elected by a majority of 98.56% of the company capital present for year 2008, in accordance with the provisions of the company's Articles of Association, auditing firm PWC (Price Waterhouse Coopers) as both reliable and worldwide recognized auditor with a fee amounting to euro 525,000, before VAT and other expenses and proposed:
- Konstantinos Michalatos, son of Ioannis (Corps of Certified Accountants registry number (SOEL) 17701), as an ordinary auditor and
- Marios Psaltis, son of Thomas (Corps of Certified Accountants registry number (SOEL) 38081), as a substitute auditor.
9. Decided by a majority of 98.30% of the company capital present to approve decision no. 1122/18.4.2008 of the BoD on the provision of stock options for year 2008 to those participating to the Plan (including the Chairman of the BoD, the company's Managing Director and the executive member of the Board, Theodoros Vardas), namely 385,236 in total, pursuant to article 2 of the Plan in effect.
10. Approved by a majority of 98.30% of the company capital present the following:
- Extension of the applicable stock option plan of Hellenic Petroleum SA, pursuant to article 13(9) of Codified Law 2190/1920 as in force for 2008 (one year only) in the context of the same maximum approved number of shares (namely 4,250,000 shares including the options already provided), with a yearly variation of the maximum number from 2,000,000 to 3,000,000 shares and from 0 - 200,000 to 0 - 350,000 shares per beneficiary;
- Setting of the option price to euro 8.50 per share;
- Calculation of the number of shares provided with an estimated TSR of 12% and a Dividend Yield of 4%;
- Variation of the percentages used in the calculation as analysed by the BoD in meeting no. 1122/18.4.2008.
-Maintaining of the rest of the terms (apart from dates) as already approved.
- Participation to the extension of the Plan to be allowed to the Management (Chairman, Managing Director, Executive Members of the BoD) and the Managing Members of any rank (General Directors, Directors A, Directors, Substitute Directors, Country Managers, Managing Directors of Greek Subsidiaries, General Director of the Egypt Branch as well as Administration Advisers to the level of Managing Executive of any rank and specialization) appearing to hold a position in the Company's Organization Chart from time to time.
11. Decided by a majority of 99.97% of the company capital present on the amendment, addition, abolition and renumbering of provisions in articles 9, 10, 11, 14, 16, 18, 19, 20, 22, 24, 25, 26, 27 and 28 of the company's Articles of Association as notified to the investors by previous announcement of the Company dated 12.5.2008 in order to improve functionality and adjust to Law 3604/2007.
12. Update on the said matter was given and covered in the context of the first item in the Agenda, thus, no decision was taken, in order to register the stated abstinence of 1.69% on the present company capital.