The distribution of profits for the year 2021 and the total dividend for the year 2021 amounting to Euro 0.90 per share were approved at today’s Ordinary General Meeting of Motor Oil shareholders.
Given that on November 15, 2021 an amount of Euro 0.20 per share was paid as a temporary dividend, the balance of the dividend for the year 2021 amounts to Euro 0.70 per sharethe company notes in a relevant announcement for the decisions of the General Assembly.
The General Meeting approved the dates of cutting the right, file of eligible shareholders registered in the DSS. (record date) and start of payment of 2021 dividend balance as follows: Date cut off right Thursday 7 July 2022, record date Friday 8 July 2022, payment start date Wednesday 13 July 2022. Payment of 2021 dividend balance will be carried out through a Paying Bank.
From the General Assembly also approved the distribution of an amount up to Euro 5.5 million from the net profit for the year 2021 to the Personnel of the Company and the relevant authorizations were provided.
It was also approved new own share purchase program of the company (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 SA and OPTIMA BANK SA. .) and the authorization was given to the Board of Directors for the procedural issues.
In detail, as the company states in a relevant announcement, the Ordinary General Meeting was held on June 30, 2022 at 10:00 at the Athens Plaza Hotel, Pl. Constitution and were represented by shareholders representing 70.45% of the share capital. The quorum percentage was set at 71.06% since according to article 50 of law 4548/2018 the percentage of the same shares held by the Company was not taken into account.
All items on the agenda were approved.
Item 1: The financial statements for the year 2021 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, of the Activity Report of the Audit Committee of the Company for the year 2021 as well as the relevant reports of the Board of Directors and the Certified Auditors.
Issue 2: The overall management of the Company for the year 2021 was approved and the Certified Auditors were released from any liability for compensation for the annual financial statements and the operations of the year 2021. In addition, the provision provided in paragraph 5 of article 9 of Law 4706/20 was submitted. report of the Independent Non-Executive Board Members to the General Assembly.
Item 3: A new Board of Directors was elected whose members are: Bardis I. Vardinogiannis, Ioannis V. Vardinogiannis, Ioannis N. Kosmadakis, Petros Tz. Tzannetakis, Nikolaos T. Vardinogiannis, Georgios P. Alexandridis, Niki D. Stoufi, Panagiotis I. Konstantaras, Ourania NP Aikaterinari and Dimitris-Antonios A. Anifantakis.
Of the aforementioned persons, the last three, namely Messrs. Panagiotis I. Konstantaras, Ourania NP Aikaterinari 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 Law 4706/2020.
The term of office of the members is annual in accordance with the provisions of the Company’s Articles of Association.
The composition of the new Board of Directors in a House will take place soon.
Item 4: The members of the Audit Committee were appointed in accordance with article 44 of Law 4449/2017 as in force. Particularly:
Regarding the type of Audit Committee, the Assembly determined that it will be an independent committee (joint), ie with members of the Board. and third parties.
Regarding the composition of the Audit Committee, the Assembly decided that the committee will consist of three (3) independent members. One member of the Committee will be a member of the newly elected Board of Directors of the Company and the other 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 determined by the Assembly that it will be annual, ie equivalent to that of the members of the Board of Directors.
Following a proposal of the Board of Directors, in accordance with the relevant recommendation of the Remuneration & Nomination Committee of the Company, the General Meeting appointed the members of the Audit Committee as follows:
• Panagiotis Konstantaras, son of Ioannis (independent member of the Board)
• Spyridon Kyritsis of Charalambos (independent third person)
• Konstantinos Thanopoulos of Nikolaos (independent third person)
All the elected members of the Audit Committee meet the conditions of independence of article 9 of Law 4706/2020, have in their entirety 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 distribution 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 a temporary dividend, the balance of dividend for the year 2021 amounts to Euro 0.70 per share. The General Meeting approved the dates of cutting the right, file of eligible shareholders registered in the DSS. (record date) and start of payment of 2021 dividend balance as follows: Date cut off right Thursday 7 July 2022, record date Friday 8 July 2022, payment start date Wednesday 13 July 2022. Payment of 2021 dividend balance will be carried out through a Paying Bank. With a new announcement, the Company will inform the investing public about the payment details of the dividend for the year 2021.
Item 6: Mr. Koutsos-Koutsopoulos Dimitris (Reg. SOEL 26751) was elected for the year 2022 as regular auditor and Mr. Christopoulos Vassilios (Reg. SOEL 39701) both of Deloitte SA were elected as alternate auditors. Certified Public Accountants. 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 for the year 2022 and the issuance of the relevant tax certificate.
Item 7: The remuneration of the Board members was approved. for the year 2021 (annual fixed salary 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- their fees for the fiscal year 2022 were approved as described above.
Item 8: The advance payment of remuneration to members of the Board of Directors was approved. for the period until the next Ordinary General Meeting in accordance with article 109 of Law 4548/2018.
Item 9: The distribution of an amount up to Euro 6 million from the net profit for the year 2021 to members of the Board of Directors and senior management 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 net profit for the year 2021 to the Company’s Personnel was approved and the relevant authorizations were provided.
Item 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 SA and BANK (OPTIMA BANK SA) and the authorization was given to the Board of Directors for the procedural issues of the program.
Item 12: The distribution of 200,000 treasury shares held by the Company to the Executive Members of the Board of Directors was approved in accordance with article 114 of Law 4548/2018. In particular, the General Meeting approved the disposal, without monetary consideration and without obligation of holding for a specific period of time, of 100,000 shares to Mr. Ioannis V. Vardinogiannis, 50,000 shares to Mr. Petros Tz. Tzannetaki and 50,000 shares to Mr. Ioannis N. Kosmadakis.
Item 13: The commitment of taxed reserves amounting to Euro 1,779,923.34 was approved to cover 50% of the Company’s own participation in the investment plan, total eligible and enhanced costs 14,239,386.72 Euros, which concerns the expansion of the Group’s capacity. Catalytic Cracking of the Refinery and has been included in the Development Law 4399/2016. The taxed reserves may not be distributed or capitalized for a period of seven years from the completion and commencement of the productive operation of the investment, which is calculated within 2023.
Item 14: The Remuneration Report of the Board Members was approved. of the Company for the Fiscal Year 2021 in accordance with the provisions of article 112 of Law 4548/2018.
Item 15: The employment contract between the Company and the CEO was approved in accordance with article 99 of Law 4548/2018 and the amended Remuneration Policy of Board Members was approved. according to article 110 of Law 4548/2018
Source: Capital
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