Invitation of Minority Shareholders of HELLENIC PETROLEUM SA to a Special Meeting

Pursuant to the Law and the Company’s Articles of Association and, following the Board of Directors’ decision no.1199 taken during its meeting at 30/5/2013, the Shareholders of the Societe Anonyme under the name HELLENIC PETROLEUM SA are invited to attend the Special Minority Shareholders Meeting to be held at the Company's premises at Aspropyrgos (17th km of Athens - Corinth National Road), on Thursday 27th June 2013 at 10:00 p.m., in order to discuss and decide upon the following sole item of the Agenda:

 

 

In accordance with articles 26.2b and 28a of the C.L. 2190/20, as amended and supplemented by, respectively, articles 3 and 6 of Law 3884/2010, the Company informs shareholders of the following:

 

Any shareholder of the Company, except for the  Hellenic Republic Asset Development Funds S.A. and Paneuropean Oil and Industrial Holdings S.A and/or the companies associated with it, is entitled to participate and eligible to vote at the Special Minority Shareholders Meeting.  Each ordinary share is entitled to one (1) vote.
Any person appearing as a shareholder of the Company in the registry of the Dematerialized Securities System (“DSS”), managed by Hellenic Exchanges S.A. (“HELEX”), recording the shares of the Company, except for the Hellenic Republic Asset Development Funds S.A. and Paneuropean Oil and Industrial Holdings S.A and/or the companies associated with it , has the right to participate in the Special Minority Shareholders Meeting of 27 June 2013. Verification of the shareholder status on the Record Date will be obtained through the direct electronic link of the Company with the records of HELEX. Proof of qualification should exist at the latest by 22.06.2013, that is the fifth (5) day prior to the Special Minority Shareholders Meeting of 27 June 2013 (record date). The aforementioned deadline applies for shareholders who are legal entities and must submit their representation  documents in accordance with the law.
Only those who qualify as shareholders on the aforementioned Record Date are entitled to participate and vote in the Special Minority Shareholders Meeting. Shareholders not complying with the provisions of article 28a of C.L. 2190/1920 may participate in the Special Minority Shareholders Meeting only after the Meeting has authorized them to do so.

The exercise of the above rights does not entail pledging of shares, or any other similar process restricting the possibility of sale and transfer of shares during the period between the Record Date and the Special Minority Shareholders Meeting.

Shareholders may participate in the Special Minority Shareholders Meeting and may either vote in person or by proxy holders. Each shareholder may appoint up to 3 proxy holders. However, if a shareholder has shares of the Company held in more than one securities account, the above limitation shall not prevent the shareholder from appointing a separate proxy holder for each of the securities account, where shares are held. A proxy holder, acting on behalf of several shareholders, may cast votes differently in respect of shares held by each shareholder represented. Legal entities may participate in the Special Minority Shareholders Meeting by appointing up to 3 individuals as proxy holders.
The proxy holder is obliged to disclose to the Company, before the commencement of the Special Minority Shareholders Meeting, any event which might be useful to the shareholders in assessing the risk of the proxy holder pursuing any interest other than the interest of the represented shareholder. A conflict of interest within this context may in particular arise where the proxy holder:

(i) Is a controlling shareholder of the Company, or is another entity controlled by such shareholder;
(ii) Is a member of the Board of Directors or of  the management of the Company, or of a controlling shareholder or another entity controlled by the controlling shareholder;
(iii) Is an employee or an auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder;
(iv) Is a spouse or relative (1st degree) with an individual referred to in points (i) to (iii).

The appointment and the revocation of the appointment of a proxy holder shall be made in writing and shall be served to the Company following the same procedure, at least 3 days prior the date of the Special Minority Shareholders Meeting; this provision applies in the case of a Repeat Special Minority Shareholders Meeting.

 

The proxy form will be available to the shareholders in electronic form on the website of the Company (www.helpe.gr). These forms, completed and signed by the shareholder must be submitted to the Company’s Shareholders Department: Chimarras 8A ,15125, Maroussi, Athens, Greece (Contact Person: Mrs. Chrisoula Gonianaki) or by fax: +30 210 6302986, +30 210 6302987 or by email: [email protected], or [email protected], at least 3 days before the date of the Special Minority Shareholders Meeting. This applies also in the case of a Repeat Special Minority Shareholders Meeting. The shareholders are requested to verify the successful dispatch of the form and receipt thereof by the Company at +30 210 6302979, +30 210 6302980.

 

The Company’s Articles of Association do not provide for participation in the Special Minority Shareholders Meeting by electronic means, without the shareholder being physically present at the Meeting, nor for distance voting through electronic means or correspondence.

 

Minority shareholders rights according to points 2, 2a, 4 and 5 of article 39 of C.L. 2190/1920 cannot be exercised, due to the special and sole item of the Agenda of  the Special Minority Shareholders Meeting.

The full, unabridged text of the draft resolutions and any documents referred to in points (c) and (d) of paragraph 3 of article 27 of C.L. 2190/1920 may be obtained in hard copies from the Company’s Shareholders Services Department located at HELPE’s headquarters on Chimarras Str. 8A, Maroussi.

The information mentioned in article 27 paragraph 3 of C.L. 2190/1920 will be made available in electronic form on the Company’s website (www.helpe.gr ).

 

The Company’s Shareholders Services Department offices (tel. +302106302979, +302106302980, fax: +302106302986, +302106302987) will be open daily from 9.00 am to 2.00 pm.
 

                                                                                                      Maroussi, 30 May 2013
                                                                                            By order of the Board of Directors

 

                                                                                                  Christos- Alexis Komninos

                                                                               CHAIRMAN OF THE BOARD OF DIRECTORS