Motor Oil (Hellas) Corinth Refineries SA

04/04/2023 | Press release | Distributed by Public on 04/04/2023 07:50

Special permission of the Board for the grant of security in favour of the related company THERMOILEKTRIKI KOMOTINIS ANONYMI ETAIREIA pursuant to articles 99-101 of Law 4548/2018

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (hereinafter referred to as the "Company") hereby announces that its Board of Directors pursuant to its resolution dated March 28th, 2023 granted special permission for the grant of security by the Company in favour of the related company THERMOILEKTRIKI KOMOTINIS ANONYMI ETAIREIA (hereinafter referred to "THERMOILEKTRIKI") in relation to the issuance by the latter of a Common Secured Bond Loan, and in particular granted special permission for the conclusion by the Company of:

(a) a Share Pledge Agreement, between (i) the Company as Pledgor, (ii) THERMOILEKTRIKI as Issuer (iii) the credit institution under the corporate name "Eurobank S.A." (hereinafter referred to as "Eurobank") as Pledgee A, in its capacity as Bondholder Agent on behalf of the Bondholders and the LG(s) Issuers, and in its capacity as Interest Rate Hedging Counterparty and (iv) the credit institution under the corporate name "Piraeus Bank S.A." (hereinafter referred to as "Piraeus") as Pledgee B and Interest Rate Hedging Counterparty and

(b) a Shareholder Loan(s) Pledge Agreement, between (i) the Company as Pledgor and Subordinated Bondholder, (ii) THERMOILEKTRIKI as Issuer, (iii) Eurobank as Pledgee A, in its capacity as Bondholder Agent on behalf of the Bondholders and the LG(s) Issuers, and in its capacity as Interest Rate Hedging Counterparty and (iv) Piraeus as Pledgee B and Interest Rate Hedging Counterparty.

Given that MOTOR OIL (HELLAS) CORINTH REFINERIES S.A owns 50% of the share capital of THERMOILEKTRIKI exercising joint control over the latter, THERMOILEKTRIKI is a related party to the Company in accordance with the provisions of article 99 par. 2 sec. a' of Law 4548/2018. Furthermore, by virtue of the Agreements under (a) and (b) above, the Company grants security to third parties in favour of THERMOILEKTRIKI in relation to the issuance by the latter of the aforementioned Bond Loan. Consequently, the grant of special permission by the Board of Directors of the Company is required in accordance with Article 100 par. 1 of Law 4548/2018 for the conclusion of the abovementioned Agreements by the Company.

The Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., having taken into account the fairness opinion report conducted by Quality Audit Services Certified Public Accountants Ltd. dated March 28th, 2023, deemed the conclusion of the agreements under (a) and (b) above to be fair and reasonable, to the best interests of the related company and of the MOTOR OIL Group and not expected to impair the interests of the Company, of the minority shareholders and those of the non-related parties. The report of Quality Audit Services Certified Public Accountants Ltd. is available on the corporate website www.moh.gr at the particular option: Investor Relation/ Regulatory Information / Regulatory Announcements / 2023.

According to Law 4548/2018, the special permission of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for the conclusion of the Agreements under consideration is valid for six (6) months.

The present announcement is issued in accordance with paragraph 2 of Article 101 of Law 4548/2018.

Maroussi, April 4, 2023

The Board of Directors