INVITATION TO THE ORDINARY ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

Pursuant to the Law and the Company’s Articles of Association and following the decision no 1090 taken by the Board of Directors at the meeting of 12.4.2006, the Shareholders of the société anonyme under the name “HELLENIC PETROLEUM SOCIETE ANONYME” are herewith invited to attend the Ordinary Annual General Meeting of the Company, that will be held in Athens on Wednesday, the 31st of May, 2006, at “INTERCONTINENTAL” Hotel, 89-93 Sygrou Ave. at 13.00 hours, to consider and decide on the following items of the Agenda :

 

1. Annual Report of the 30th fiscal year (1.1.2005 – 31.12.2005) and submission of the Report of the Board of Directors, as well as of the Certified Auditors reports on the financial statements of the year 2005, including the Group’s consolidated financial statements, in accordance with the International Accounting Standards.
2. Approval of the Company’s financial statements and the consolidated financial statements of the Group of the year 2005, with the relevant reports, in accordance with the International Accounting Standards.
3. Approval of the Appropriation Account.
4. Release of the members of the Board of Directors and of the Auditors from any responsibility for claims for the fiscal year 2005, in accordance with article 35 of Law  2190/1920.
5. Approval of the compensation paid to the members of the Board of Directors, and of the remuneration paid to non executive members of the Board of Directors participating in its committees for the year 2005, and determination of their compensation and remuneration respectively for the year 2006. Advance approval for payment in 2006 of an extra remuneration (for the year 2005) to members of the Board of Directors.
6. Approval of the remuneration paid to the Chairman of the Board of Directors and to the Managing Director in 2005, advance approval of the bonus payment (for the year 2005) and determination of their remuneration for the year 2006.
7. Election of Certified Auditors for the fiscal year 2006, in accordance with the provisions of the Articles of Association of the Company, and determination of their remuneration.
8. Amendment of article 5 of the Articles of Association of the Company, due to the effected increase of the Capital Stock (stock option of the Programme formerly in force).
9. Adjustment of the Articles of Association  of the Company pursuant to the provisions of Law 3429/2005 on Public Companies & Organizations. – Amendment of articles  6 and 19  of the Articles of Association  of the Company and codification thereof.
10. Approval of the payment of a special bonus to the Company’s  personnel.
11. Approval of the BoD’s decision, concerning the granting of stock options for the year 2006, according to article 2 of the Programme in force.

The Shareholders who have proceeded with the dematerialization of their shares as per the Law are entitled to participate in the General Meeting.

The Shareholders who are entitled, according to the above, and wish to participate in the Annual General Meeting, are required:

a. In case that their shares are not deposited at the Special Account of the Central Securities Depository of Athens, to engage with their declaration, the total or part of their shares - through their Operator - and to receive the relevant certificate of engagement of the shares, that has to be submitted, together with any proxies, at the Shareholders' Registry of the Company (Kifissias Ave. 199, Maroussi) at least 5 (five) days prior to the day of the convocation of the Annual General Meeting, that is by 26.5.2006 (included).
b. In case that their shares are deposited at the Special Account of the Central Securities Depository of Athens, to engage with their declaration the total or part of their shares and to collect from the Central Securities Depository of Athens the relevant certificate of engagement of the shares, which they have to deposit, together with any proxies, at the Shareholders' Registry of the Company (Kifissias Ave. 199, Maroussi), at least five (5) days prior to the convocation of the Annual General Meeting, that is by 26.5.2006 (included).

The Offices of the Shareholders Registry (tel. 210- 8767860, 8767862, 8767 863, 8767 864, 8767 865) will be open daily from 9:00 to 14:00 hours

                                                                                   Athens, May 4th 2006
                                                                          By order of the Board of Directors

 

                                                                               E.N. CHRISTODOULOU
                                                                              CHAIRMAN OF THE BoD