RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF 10th DECEMBER 2021

Hellenic Petroleum S.A. (the “Company”) announces that the Extraordinary General Meeting of the Shareholders of the Company was held on 10th December 2021 at 12.00 hours exclusively through electronic means without the physical presence of shareholders, who were able to participate and exercise their voting rights remotely, either via a real time teleconference or by submitting prior to the date of the General Meeting a postal vote form, in person or by proxy. 

In the said meeting, 126 shareholders, representing 263,817,927 common registered shares and voting rights, out of a total of 305,635,185 common registered shares, i.e. 86.32% of the paid up share capital, participated or were legally represented.

The Extraordinary General Meeting adopted the following resolutions on the items of the agenda:

1^st ITEM:  

1. Approved:

1. the demerger of the Company though the hive-down of its refining, supply and trading of oil products and petrochemicals sector by establishment of a new company, pursuant to the provisions of articles 57 and 59-74 of Law 4601/2019 and article 52 of Law 4172/2013, as in force;
2. the Draft Demerger Deed dated 30.9.2021 including the Balance Sheet of the hived-down sector dated 30.6.2021, as approved by the Company’s Board of Directors.

2. Approved the Articles of Association of the beneficiary new company, including the appointment of the first Board of Directors and the regular Statutory Certified Auditor of the new entity, as approved by the Company’s Board of Directors.

3. Authorised:

1. Messrs A. Shamishis, Chief Executive Officer, G. Alexopoulos, General Manager Group Strategic Planning & New Activities, Christian Thomas, Chief Financial Officer, I Apsouris, Group General Counsel, acting, the first one individually and the rest jointly by two, to sign the final Demerger Deed, including the Articles of Association of the beneficiary new entity, which shall be drown in the form of a notarial deed under the basic terms of the Draft Demerger Deed as well as any supplementary, ancillary, amending or additional act of the Demerger Deed. Also to sign any other necessary document, application or statement and to take any necessary or advisable action for the completion of the demerger. The above authorised persons can further authorise attorneys or employees of the Company or third parties to carry out all or any of the above mandates;

2. Messrs G. Alexopoulos, General Manager Group Strategic Planning & New Activities, G. Dimogiorgas, General Manager Refineries, Christian Thomas, Chief Financial Officer, C. Panas, General Manager Oil Supply &Sales, I Apsouris, Group General Counsel, V. Tsaita, Director- Head of Investor Relations, P. Davero, Group Tax and Customs Director, St. Papadimitriou, Accounting Director acting

1. any two jointly, during and until the completion of the demerger, to draw up, sign and receive statements, applications, and, generally, any other document and to take any necessary action before any authority and/or body and/or public or private organization for the purpose of receiving all the necessary approvals/ decisions required for the completion of the demerger in accordance with the applicable legislation;
2. solely to sign any relevant document and proceed with all necessary publication formalities for the completion of the demerger in accordance with the applicable legislation.

The above authorised persons can further authorise attorneys or employees of the Company or third parties to carry out all or any of the above mandates.

Total number of shares for which valid votes were casted/ total number of valid votes:  263,817,927 corresponding to 100% of the represented votes.

Number of votes in favor: 263,327,900    against: 420,929       abstained: 69,098

2^nd ITEM:  

A. Approved the amendment of article 1 (Name), 4 (Scope) and 19 paragraph 4 (Board of Directors) of the Articles of Association of the Company in order to be adjusted following the hive-down of the refining, supply and trading of oil products and petrochemicals sector of the Company.

B. Authorised Messrs A. Shamishis, Chief Executive Officer, G. Alexopoulos, General Manager Group Strategic Planning & New Activities, Christian Thomas, Chief Financial Officer, I Apsouris, Group General Counsel, acting, the first one individually and the rest jointly by two, to sign any necessary document and to take any necessary or advisable action in order to complete the amendment of the Articles of Association. The above authorised persons can further authorise attorneys or employees of the Company or third parties to carry out all or any of the above mandates;

Total number of shares for which valid votes were casted/ total number of valid votes:  263,817,927 corresponding to 100% of the represented votes.

Number of votes in favor: 263,373,869   against: 420,929   abstained: 23,129

3^rd   ITEM:  

Approved the contractual agreement between the Company and the Chairman of the Board of Directors, for the term of the Board, i.e. until 30^th June 2024.

Total number of shares for which valid votes were casted/ total number of valid votes:  263,817,927 corresponding to 100% of the represented votes.

Number of votes in favor: 263,373,869   against: 420,929   abstained: 23,129

MAROUSI 10.12.2021