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Motor Oil: The Board of Directors approved the agreement with Ellactor for the RES portfolio

The Board of Directors of Motor Oil, at its meeting of August 4, 2022, granted special permission for its subsidiary, MORE, to acquire 75% of the share capital of a company that will be established and will have as assets the portfolio of Renewable Sources Energy (RES) of ELLAKTOR, with a total capacity of 493 MW, as well as a series of projects under construction with a total capacity of over 1.6 GW.

In particular, the Board of Directors of the company gave its approval in order for MORE to proceed, jointly with ELLAKTOR, to establish a company (“Hold Co”) in the share capital of which MORE will participate with 75% and ELLAKTOR SA. with 25%. The coverage of MORE’s participation in the share capital of the company under formation will be carried out with a cash payment of approximately Euro 330 million, while that of ELLAKTOR S.A. through a contribution in kind, namely approximately 14% of its participation in a company ( “Spin Co”) which will result from the split of ELLAKTOR S.A. and the secession of the RES sector.

Subsequently, “Hold Co” will receive a bank loan of approximately €350 million in order to carry out a transaction for the purchase of the remaining approximately 86% of ELLAKTOR’s participation in “Spin Co” for a total price of approximately €680 million. The above amounts will be finalized upon completion of the transaction.

In addition, the d.s. gave his approval so that, after the completion of the above transactions and share transfers, MORE consents and takes all necessary actions for “Hold Co” to merge with “Spin Co” through its absorption by the latter.

For the implementation of the above, MORE will draw up the Share Purchase Agreement as well as the Shareholders’ Agreement with ELLAKTOR as a contracting party. Motor Oil and Ellaktor are related parties.

“The Board of Directors of MOTOR OIL (GREECE) CORINTH REFINERY S.A. having taken into account the evaluation report of the audit company KPMG Audit S.A. dated August 2, 2022, decided the price of Euro 596 million for the acquisition through MORE of 75% of the share capital of the new company, which will have as assets the portfolio of RES described in the Share Purchase Agreement, as fair and reasonable to the Company and its shareholders who are not related parties including minority shareholders under the provisions of article 101 par. 1 of Law 4548/2018.

According to the KPMG report, the fair market value of 75% of the Equity of the RES sector of ELLAKTOR S.A. estimated to range between Euro 547 million and Euro 655 million with a central price (midpoint) of Euro 598 million. The report is available on the corporate website www.moh.gr in the most specific selection: Investor Information / Regulated Information / Stock Announcements / 2022.

According to Law 4548/2018, the special license of the Board of Directors of MOTOR OIL (GREECE) CORINTH REFINERIES S.A. for the realization of the above transactions and transfers of shares, it is valid for six (6) months”.

Source: Capital

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