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Motor Oil (Hellas) Refineries S.A.

Quarterly Report Sep 24, 2015

2721_10-k_2015-09-24_40cd26be-3434-4ec8-abaa-44928f2c3cf3.pdf

Quarterly Report

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Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2008

(According to L. 3556/2007)

TABLE OF CONTENTS

  • ¾ DECLARATION OF THE BoD REPRESENTATIVES
  • ¾ DIRECTORS' REPORT
  • ¾ ANNUAL FINANCIAL STATEMENTS
  • ¾ AUDITOR'S REPORT
  • ¾ PUBLISHED FIGURES & INFORMATION
  • ¾ INFORMATION BULLETIN (art. 10, L. 3401/2005)

February 2009

DECLARATION OF THE REPRESENTATIVES OF THE BOARD OF DIRECTORS OF "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."

Pursuant to the provisions of article 4 paragraph 2 item c of Law 3556/2007 we hereby declare that to the best of our knowledge:

  • A. The single and consolidated financial statements of "MOTOR OIL (HELLAS) S.A." (the Company) for the year ended December 31, 2008, which have been prepared in accordance with the applicable accounting standards, truly present the assets, the liabilities, the shareholders' equity and the results of operations of the Company and the companies included in the consolidated financial statements taken as a total, and
  • B. The Board of Directors' annual report truly presents the course, the performance and the position of the Company and the companies included in the consolidated financial statements taken as a total, including the description of the most important risks and uncertainties they are facing.

Maroussi, February 23, 2009

Chairman of the BoD Vice Chairman Deputy Managing Director and Managing Director and Chief Financial Officer

VARDIS J. VARDINOYANNIS PANAYOTIS. Ν .KONTAXIS PETROS T. TZANNETAKIS I.D. No K 011385/1982 I.D. No T 066846/1999 I.D. No R 591984/1994

DIRECTORS' REPORT (ACCORDING TO ARTICLE 4 OF THE LAW 3556 / 2007) ON THE FINANCIAL STATEMENTS OF "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A." AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2008 (PERIOD 01.01.2008 – 31.12.2008)

Ι. REVIEW OF OPERATIONS

The analysis of the financial figures of the Group during the fiscal year 2008 compared with the respective period of 2007 has as follows:

Variation
Amounts expressed in thousand of
Euros
2008 2007 Amount %
Turnover (Sales) 5,505,365 4,069,996 1,435,369 35.27%
Less: Cost of Sales (before depreciation) 5,216,389 3,752,686 1,463,703 39.00%
Gross Profit (before depreciation) 288,976 317,310 (28,334) 8.93%
Less: Selling Expenses (before depreciation) 53,266 47,943 5,323 11.10%
Less: Administrative Expenses (before
depreciation)
28,878 30,700 (1,822) (5.93%)
Plus / (Less): Other Operating
Income/(Expenses)
(15,795) 57,713 (73,508) (127.37%)
Earnings before Interest, Tax, Depreciation
& Amortization (EBITDA)
191,037* 296,380 (105,343) (35.54%)
Plus: Investment Income / share of profits in
associates
3,727 2,175 1,552 71.36%
Less : Financial Expenses 39,871 42,188 (2,317) (5.49%)
Earnings before Depreciation and Tax 154,893 256,367 (101,474) (39.58%)
Less: Depreciation 52,513 50,381 2,132 4.23%
Earnings before Tax (EBT) 102,380 205,986 (103,606) (50.30%)
Less: Income Tax 23,974 56,129 (32,155) (57.29%)
Earnings after Tax (EAT) 78,406 149,857 (71,451) (47.68%)

(*) Includes government grants amortization € 692 thousand.

The respective analysis of the financial figures of the Company during the fiscal year 2008 compared with the year 2007 is presented hereunder:

Variation
Amounts expressed in thousand of Euros 2008 2007 Amount %
Turnover (Sales) 5,057,751 3,719,133 1,338,618 35.99%
Less: Cost of Sales (before depreciation) 4,821,222 3,448,591 1,372,631 39.80%
Gross Profit (before depreciation) 236,529 270,542 (34,013) (12.57%)
Less: Selling Expenses (before depreciation) 16,376 15,051 1,325 8.80%
Less: Administrative Expenses (before
depreciation)
21,547 21,588 (41) (0.19%)
Plus / (Less): Other Operating
Income/(Expenses)
(21,089) 52,413 (73,502) (140.24%)
Earnings before Interest, Tax, Depreciation
& Amortization (EBITDA)
177,517* 286,316 (108,799) (38.00%)
Plus: Investment Income 2,566 5,053 (2,487) (49.22%)
Less : Financial Expenses 32,878 37,038 (4,160) (11.23%)
Earnings before Depreciation and Tax 147,205 254,331 (107,126) (42.12%)
Less: Depreciation 47,849 45,919 1,930 4.20%
Earnings before Tax (EBT) 99,356 208,412 (109,056) (52.33%)
Less: Income Tax 23,589 53,729 (30,140) (56.10%)
Earnings after Tax (EAT) 75,767 154,683 (78,916) (51.02%)

(*)Includes government grants amortization € 692 thousand.

On the financial figures presented above we hereby note the following:

1. Turnover (Sales)

In principle, the turnover increase or decrease of oil refining and trading companies is mainly a function of the following factors:

  • a) Volume of Sales
  • b) Crude Oil and Petroleum Product Prices, and
  • c) Euro / US Dollar parity.

The industrial activity (refining) concerns sales of products produced in the refinery of the parent company while the trading activity concerns sales generated as a result of imports of finished products from the international market and their subsequent resale to customers in the domestic market and abroad. The Group has the flexibility to take full advantage of the favorable market conditions in the oil sector, whenever these arise, and is in a position to respond to any exceptional or unpredictable conditions meeting the increased demand in the domestic and international market with imports.

The breakdown of the turnover of the Group by geographical market (Domestic – Foreign) and type of activity (Refining – Trading) as well as sales category (Metric Tons–Euros) has as follows:

Metric Tons Amounts expressed in thousand of
Euros
Geographical
market and Type of
Activity
2008 2007 Variation
%
2008 2007 Variation
%
Foreign
Refining/Fuels 3,204,131 3,250,773 (1.43%) 1,687,757 1,423,065 18.60%
Refining/Lubes 123,186 134,786 (8.61%) 97,782 72,544 34.79%
Trading/Fuels etc. 1,051,831 569,983 85.54% 678,161 308,984 119.48%
Total Foreign Sales 4,379,148 3,955,542 10.71% 2,463,700 1,804,593 36.52%
Domestic
Refining/Fuels 3,784,202 3,804,132 (0.52%) 2,070,039 1,631,529 26.88%
Refining/Lubes 60,998 73,642 (17.17%) 52,999 49,455 7.17%
Trading/Fuels etc. 1,279,536 675,147 89.52% 918,627 584,419 57.19%
Total Domestic Sales 5,124,736 4,552,921 12.56% 3,041,665 2,265,403 34.27%
Total Sales 9,503,884 8,508,463 11.70% 5,505,365 4,069,996 35.27%

In 2008 the Group sales increased in value by Euro 1,435.4 million or 35.27% compared with the sales of the previous year. Positive catalysts towards this development of Group sales were the increase of the average prices of petroleum products by approximately 30% as well as the increase of the sales volume by 11.70% (from MT 8,508,463 in 2007 to ΜΤ 9,503,884 in 2008) while a negative catalyst was the devaluation of the US Dollar in relation to the Euro (average parity) by 6.8%.

The analysis of the sales figures reveals the solid exporting profile of the Group (international sales accounted for 44.75 % of year 2008 turnover compared to 44.34% in 2007) and the high contribution of refining activity (71% of turnover in 2008 compared to 78.05% in 2007).

Metric Tons Amounts expressed in thousand of
Euros
Geographical
market and Type of
Activity
2008 2007 Variation
%
2008 2007 Variation
%
Foreign
Refining/Fuels 3,204,131 3,250,773 (1.43%) 1,687,757 1,423,065 18.60%
Refining/Lubes 123,186 134,786 (8.61%) 97,782 72,543 34.79%
Trading/Fuels etc. 921,787 462,339 99.37% 599,033 254,640 135.25%
Total Foreign Sales 4,249,104 3,847,898 10.43% 2,384,572 1,750,248 36.24%
Domestic
Refining/Fuels 3,784,202 3,804,132 (0.52%) 2,070,039 1,631,529 26.88%
Refining/Lubes 60,998 73,642 (17.17%) 52,999 49,455 7.17%
Trading/Fuels etc. 1,227,042 587,779 108.76% 550,141 287,901 91.09%
Total Domestic Sales 5,072,242 4,465,553 13.59% 2,673,179 1,968,885 35.77%
Total Sales 9,321,346 8,313,451 12.12% 5,057,750 3,719,133 35.99%

The respective breakdown of the turnover of the Company for 2008 is presented hereunder:

The turnover of the Company increased from Euro 3,719.1 million in 2007 to Euro 5,057.75 million in 2008 representing an increase of 35.99%. This development of Company turnover is attributed to the impact of the same catalysts that influenced the development of the turnover of the Group which has already been mentioned.

The analysis of the Company sales reveals the solid exporting profile of the Refinery (international sales accounted for 47.15 % of the turnover in 2008 compared to 47.06% in 2007) and the high contribution of the refining activity (77.30% of the turnover in 2008 compared to 85.41% in 2007).

The significant increase of the trading activity during the year 2008 compared to 2007 is attributed to the increased sales to the company "Public Power Corporation –PPC- S.A." and to the scheduled maintenance shutdown of the Refinery.

The international average prices of the petroleum products (in US Dollars per Metric Ton) and the international average prices of the various types of crude (in US Dollars per barrel) during the period 2007 – 2008 are presented hereunder:

International Average Petroleum Product
Prices (\$ / ΜΤ)
2008 2007
Naphtha 759 648
Unleaded Gasoline 833 686
Jet Kero / A1 (Aviation Fuels) 992 695
Automotive Diesel 935 662
Heating Gasoil 897 643
Fuel Oil 1% 514 357
Fuel Oil 3.5% 456 341
International Average Crude Oil Prices
(\$ / bbl)
2008 2007
Dated Brent 96.99 72.50
Arab Light, fob 94.86 69.10
Urals, cif Med 94.50 69.59
Iranian Heavy, fob 92.02 67.76
Es Sider, fob 96.22 71.58

The figures regarding the development of Company sales per product and Refinery production per product (both in thousand Metric Tons) during the two year period 2007 – 2008 are as follows:

Sales / Product Thousand Μ Τ
2008
Thousand Μ Τ
2007
Asphalt 265 205
Fuel Oil 2,431 1,934
Diesel (Automotive – Heating) 3,560 3,140
Jet Fuel 1,067 767
Gasoline 1,593 1,848
LPG 129 121
Lubricants 196 212
Other 80 86
TOTAL 9,321 8,313
Refinery Production / Product Thousand ΜT
2008
Thousand Μ Τ
2007
Lubricants 184 189
LPG 142 122
Gasoline 1,425 1,607
Jet Fuel 678 552
Diesel (Automotive – Heating) 2,788 2,531
Special Products 427 353
Fuel Oil 1,695 1,903
TOTAL 7,339 7,257

The total volume of crude oil and other raw materials processed by the Company during 2008 compared to the respective volume of 2007 is analyzed below:

M T
2008
M T
2007
Crude 5,203,913 5,213,722
Fuel Oil raw material 1,299,627 1,297,645
Naphtha 62,230 88,658
Gas Oil 1,252,534 1,255,611
Others 121,065 46,449
Total 7,939,369 7,902,085

It is apparent that the difference between the processed volume and the produced volume concerns consumption and loss.

2. Cost of Sales (before Depreciation) – Gross Profit

The Gross Profit of the Group amounted to Euro 288,976 thousand in 2008 compared to Euro 317,310 thousand in the previous year demonstrating a decrease of 8.93%.

This development is attributed to the fact that the Cost of Sales (before depreciation) of the Group increased at a higher rate in relation to Turnover (39.00 % compared to 35.27% respectively).

The breakdown of the consolidated Cost of Sales per type of activity (refining – trading) is as follows:
Amounts expressed in thousand of Euros 2008 2007
Refining 3,717,521 2,902,961
Trading 1,498,868 849,725
Total Cost of Sales (before depreciation) 5,216,389 3,752,686

The Gross Profit of the Company amounted to Euro 236,529 thousand compared to Euro 270,542 thousand in the previous year demonstrating a decrease of 12.57 %.

This development is attributed to the fact that the Cost of Sales (before depreciation) of the Company also increased at a higher rate in relation to Turnover (39.80% compared to 35.99% respectively).

It must be noted that the Cost of Sales (before depreciation) of the Company includes the Refinery Operating Cost which mainly concerns the production cost. More specifically, the Refinery Operation Cost amounted to Euro 113,100 thousand in 2008 compared to Euro 103,500 thousand in 2007, the difference being accounted for by the scheduled maintenance turnaround of the Refinery (reference is made in the section "Capital Expenditure") as well as the regular annual salary increase of the production staff.

Excluding the Refinery Operating Cost, the Gross Profit of the Company amounted to Euro 349.6 million in 2008 compared to Euro 374 million in 2007. This decrease is attributed to the negative impact resulting from inventory evaluation at year end.

The year end inventories are valued at the lower value between the cost of purchase and the market value. It is noted that the cost of purchase is calculated based on the moving weighted average purchase price while it is firm policy of the Company to always keep inventories at low level (reference is made in the section "c. market risk").

Despite the adverse conditions mentioned above which prevailed in the oil refining and trading sector during the last quarter of the fiscal year, the Group managed to deliver a high level of profitability, as an absolute figure, in terms of profit margin.

The analysis of the Gross Profit Margin of the Company in USD / MT for the years 2008 and 2007 is presented in the next table:

Gross Profit Margin (\$/ΜΤ) 2008 2007
Company Blended Profit Margin 57.4 61.8

3. Operating Expenses (before depreciation) (Administrative and Selling)

The operating expenses of the Group and of the Company demonstrated an increase of Euro 3,501 thousand or 4.45% and Euro 1,284 thousand or 3.50% respectively.

4. Other Operating Income (Expenses)

Other Operating Income (Expenses) relates mainly to the net difference of foreign exchange gains and losses which evolve during each fiscal year from the receivables and payables of the Group and of the Company denominated in foreign currency.

During the preceding fiscal year the Euro – US Dollar parity proved extremely volatile a fact which led the Group to record Operating Expenses of Euro 15,795 thousand compared to Operating Income of Euro 57,713 thousand in 2007.

A similar pattern was the case with regard to the Company the Operating Expenses of which amounted to Euro 21,089 thousand in 2008 compared to Operating Income of Euro 52,413 thousand in 2007.

The above adverse development is attributed to a great extent to the Euro – US Dollar parity on 31.12.2008 (1.3917), 31.12.2007 (1.4721) and 31.12.2006 (1.3170). A comparison of the parities of 31.12.2007 and of 31.12.2008 indicates a strengthening of the US Dollar by 5.8%. On the contrary, a

comparison of the parities of 31.12.2006 and of 31.12.2007 indicates a devaluation of the US Dollar by 10.53%.

It is noted that at the operational level, the Company has chosen to deal with the issue of the movement of the Euro – US Dollar parity by funding its receivables with similar foreign exposure liabilities (reference is made in the section "foreign currency risk").

5. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)

Subsequent to the developments at Gross Margin level and Operating Income & Expenses level, Group EBITDA amounted to Euro 191,037 thousand in 2008 and Euro 296,380 thousand in 2007 (a decrease of 35.54% ) while Company EBITDA amounted to Euro 177,517 thousand in 2008 and Euro 286,316 thousand in 2007 (a decrease of 38.00%).

6. Income from Investments – Financial Expenses

With regard to the financial cost of the Group in 2008 there was a net drop equal to the amount of Euro 3,869 thousand in relation to 2007. An analysis of this reduction is presented in the table below:

Variation
Amounts expressed in thousand of Euros 2008 2007 Amount %
Investment Income / share of profits in associates (856) 15 (871) (100.00+%)
Interest Income (2,871) (2,190) (681) 31.10%
Interest Expense & bank charges 39,871 42,188 (2,317) (5.49%)
Total Financial Cost – (income)/expenses 36,144 40,013 (3,869) (9.67%)

"Investment Income/share of profits in associates" concerns the portion of the Group on the earnings of "OLYMPIC FUEL COMPANY S.A.", "HAFCO S.A." and the dividend collected from "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A." for the fiscal year 2007 (reference to these companies is made in the section "Group Structure").

The reduction of the Interest Expenses of the Group is attributed to the lower interest rates combined with the reduction of the amount of bank debt between 31.12.2007 and 31.12.2008 (reference is made in the section "Gearing Ratio").

Respectively for the Company the financial cost was also reduced by the amount of Euro 1,673 thousand. A breakdown of this reduction is presented hereunder:

Variation
Amounts expressed in thousand of Euros 2008 2007 Amount %
Income from Investments (360) (3,317) 2,957 89.15%
Interest Income (2,206) (1,736) (470) 27.07%
Interest Expense & bank charges 32,878 37,038 (4,160) (11.23%)
Total Financial Cost – (income)/expense 30,312 31,985 (1,673) (5.23%)

The reason behind the reduction of "Income from Investments" in 2008 is due to the fact that the wholly owned subsidiary, "AVIN OIL", did not distribute a dividend for the fiscal year 2007 since its results were charged with the outcome of the tax audit relating to the fiscal years 2003, 2004 and 2005 (reference is made in the section "Income Tax"). The amount of Euro 360 thousand concerns the dividend collected from "OLYMPIC FUEL COMPANY S.A." and "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A." distributed from their fiscal year 2007 earnings.

7. Depreciation

The breakdown of the depreciation charge on the various cost accounts at the Group level is presented in the next table:

Amounts expressed in thousand of Euros 2008 2007
Cost of Sales 47,246 45,623
Administrative Expenses 669 543
Selling Expenses 4,598 4,215
TOTAL DEPRECIATION 52,513 50,381

The respective breakdown of the depreciation charge on the various cost accounts at the Company level is presented hereunder:

Amounts expressed in thousand of Euros 2008 2007
Cost of Sales 47,246 45,623
Administrative Expenses 396 273
Selling Expenses 207 23
TOTAL DEPRECIATION 47,849 45,919

8. Earnings before Tax

The Earnings before Tax (EBT) of the Group amounted to Euro 102,380 thousand in 2008 compared to Euro 205,986 thousand in 2007.

The Earnings before Tax (EBT) of the Company amounted to Euro 99,356 thousand in 2008 compared to Euro 208,412 thousand in 2007.

9. Income Tax

GROUP COMPANY
Amounts expressed in thousand of
Euros
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Corporate tax for the current year
Income tax from prior years' audit:
20,642 43,162 20,642 42,904
Tax audit differences
Taxation for the formation of
0 2,096 0 0
reserves pursuant to Law 3220/2003 0
20,642
2,289
47,547
0
20,642
2,289
45,193
Deferred Tax 3,332 8,582 2,947 8,536
Total 23,974 56,129 23,589 53,729

The applicable corporate tax rate is 25% on taxable earnings of the fiscal years 1/1/2008–31/12/2008 and 1/1/2007–31/12/2007 respectively.

In the fiscal year 2008, the Law 3697/2008 (Government Gazette A' 194/25.9.2008) was introduced according to which the applicable corporation tax rate for the fiscal years 2010 till 2014 (inclusive) will be 24%, 23% 22%, 21% and 20% respectively. Therefore, the calculation of the deferred taxation for the current year was based on these rates.

According to the tax audit outcome for the years 2003 to 2005, the additional taxes assessed to the wholly owned subsidiary "AVIN OIL S.A." amount to Euro 2,096 thousand (of which an amount of Euro 1,502 thousand concerns tax relating to accounting differences and an amount of Euro 594

thousand concerns surcharges) and was charged against the earnings of the period 1/1-31/12/2007. Also by a decision for recovery of Government Grants, the Ministry of Finance imposed the taxation of the L.3220/2003 tax free reserve, accounted for in prior years, resulting in an extra tax for the Company of Euro 2,289 thousand (Euro 1,960 thousand relates to tax and Euro 329 thousand to the respective interest on tax).

MOTOR OIL (HELLAS) S.A. has not been subject to a tax audit for the years 2005 up to 2008. AVIN OIL S.A. has not been audited by the tax authorities for the years 2006 up to 2008. OLYMPIC FUEL COMPANY SA and HAFCO SA have not been audited for the years 2007 and 2008. The companies KORINTHOS POWER SA and MAKREON S.A. have not been audited by the Tax authorities since their establishment in 2005 and 2007 respectively. No material liabilities are expected as a result of the tax audit of the fiscal years not yet audited.

10. Earnings after Tax

The Earnings after Tax (EAT) of the Group amounted to Euro 78,406 thousand in 2008 compared to Euro 149,857 thousand in 2007.

The Earnings after Tax (EAT) of the Company amounted to Euro 75,767 thousand in 2008 compared to Euro 154,683 thousand in 2007.

Considering the extremely adverse conditions in the oil refining and trading sector prevailing, in particular, during the fourth quarter of 2008, the delivery of the previously mentioned earnings at Group level and Company level is regarded adequate.

ΙΙ. SHARE PRICE DATA – INFORMATION BULLETIN (ARTICLE 10 OF LAW 3401/2005) – DIVIDEND – DIVIDEND YIELD

The closing price of the share of MOTOR OIL on 31.12.2008 was Euro 7.64 which is 51.65% lower compared to the closing price on 31.12.2007. At its highest, the price of the share reached Euro 17.10 (29/5/2008) and at its lowest it stood at Euro 6.50 (27/10/2008). The Volume Weighted Average Price (VWAP) of the share was Euro 12.29 which corresponds to a market capitalization of the Company of Euro 1,362 million. The market capitalization of the Company as of 31.12.2008 amounted to Euro 846 million.

The performance of the price of the share of the Company during the year was in line with the performance of the share prices of the oil refining peers at European and world level as well as the stock exchange markets in general. More specifically, compared to the Athens Exchange, the share of the Company demonstrated a defensive pattern given that the close of the Athens General Index on 31.12.2008 was 1,786.51 which is 65.5% lower than the respective close on 31.12.2007.

An average of 134,624 shares were traded daily which represents 0.12% on the number of outstanding Company shares and 0.32% on the number of Company shares regarded as free float. The average daily turnover amounted to Euro 1,700,739.

During the year as a whole 33,252,008 shares were traded which represents 30% on the number of outstanding Company shares and 78% on the number of Company shares regarded as free float.

The information bulletin which contains all the information required by article 10 of the Law 3401 / 2005, that is all stock exchange announcements of the Company during the fiscal year 2008, has been included in table format in the Year 2008 Financial Report of the Company according to the provisions of paragraph (a) of article 1 of the Hellenic Capital Market Commission Decision 7/448/11.10.2007.

The management of the Company consistent with the dividend maximization policy of its shareholders will propose at the upcoming Annual Ordinary General Assembly of Company shareholders a distribution of an amount totaling Euro 66,469,788 (or Euro 0.60 per share) as a dividend for the fiscal

year 2008. It is noted that in December 2008 an amount of Euro 22,156,596 (or Euro 0.20 per share) was paid and recognized as an interim dividend for the fiscal year 2008, while the dividend remainder of Euro 0.40 per share will be recognised in the year 2009.

The proposed total amount of dividend per share for the fiscal year 2008 corresponds to a dividend yield of 7.85% based on the closing price of the share of the Company on 31.12.2008 (compared to 7.59% in the previous year).

Furthermore, the total amount of dividend to be distributed as a percentage on the Earnings after Tax of the year 2008 (payout ratio) corresponds to 87.73% (compared to 85.94% in the previous year).

It is noted that the dividends are subject to tax according to the provisions of article 18 of the recent Law 3697/2008 (Government Gazette Α' 194/25.9.2008).

ΙΙΙ. PROSPECTS

The profitability of the oil refining and trading companies is a function of the volume of sales, the refining margins and the Euro – US Dollar parity parameters which to a great extent are formed at an international level and hence it is practically impossible to make secure estimates regarding their future development.

With reference to the volume of sales the domestic demand figures per product category (in thousand Metric Tons) during the last four year period are presented hereunder:

Domestic Demand per Product Category 2005 2006 2007 2008
Lubricants 144 140 155 138
Asphalt 275 391 365 389
LPG 355 346 330 326
Jet Kero / A1 (Aviation Fuels) 1,228 1,290 1,335 1,330
Gasoline 3,965 4,034 4,136 4,054
Fuel Oil 5,376 5,599 5,682 5,633
Gasoils / Diesels
Heating Gasoil 4,067 3,996 3,535 3,067
Automotive Diesel 2,538 2,714 2,843 3,139
Bunker Gasoil 1,304 1,297 1,308 1,180
TOTAL 19,252 19,807 19,689 19,256
% Variation over previous year - 0.6% 2.9% - 0.6% - 2.20%

The conclusion from the analysis of the above data is that total domestic demand consistently exceeds the MT 19 million mark.

More specifically, gasoline and diesel demand remained strong (there was a small reduction in gasoline demand particularly in the July – August 2008 period when its price reached its historic high). Demand for heating gasoil, which to a great extent is dependent upon weather conditions, demonstrated a drop in 2008 due to the effort to suppress smuggling and the mild winter following the commencement of the 2008 – 2009 heating season.

Regarding the development of the volume of sales of the Company and taking into account its robust presence in the exports sector, it is deemed that, even in case the domestic market shows signs of constraint of demand, the volume of sales in 2009 is expected to remain at a high level as Refinery products fulfill 100% the standards set by the European Commission and are sold to a large number of markets in the European Union, the southeastern Mediterranean, and to specific customers (American State, Public Power Corporation).

With regard to the development of refining margins, dependent on the intensity and duration of the economic recession, a drop in world demand for petroleum products would lead mainly the outdated

topping refineries to reduce production or suspend their operation which would subsequently create tight product supply conditions and as a result a new equilibrium between supply and demand.

According to the above, it is estimated that the complex and technologically advanced refineries, similar to that of the Company, endowed with production flexibility will be well placed to achieve solid refining margins at the top end of the sector.

In any case the Company is committed to a "continuous investments" strategy as a means to achieve organic growth and maximize refining margins.

The development of the blended profit margin of the Company in US Dollars per Metric Ton for the fiscal years 2005, 2006, 2007 and 2008 is presented hereunder.

Gross Profit Margin (\$ /ΜΤ) 2005 2006 2007 2008
Company Blended Profit Margin 57.4 51.0 61.8 57.4

It is noted that the drop of the profitability of the oil refining and trading companies in terms of reported earnings in 2008 is attributed to the negative impact of inventory evaluation at the year end due to the exceptionally intense correction of the prices in the second half and the fourth quarter in particular.

Should crude oil prices remain at the current levels for a great period of time, the profitability of the sector will be a function of the generation of satisfactory margins in which case the complex refineries maintain a comparative advantage.

Finally with regard to the development of Euro – US Dollar parity it is noted that the Company follows a physical hedging policy (relevant reference is made in the section "foreign currency risk").

ΙV. CAPITAL EXPENDITURE

The total amount of capital expenditure in 2008 amounted to Euro 74.2 million which is further analyzed in the following paragraphs.

The largest amount of Euro 31.1 million was expensed in relation to the largest turnaround in the history of the Company, which included for the first time after its initial operation the Hydrocracker complex, as well as the Fluid Catalytic Cracking complex of process units. The implementation of the turnaround activities took place in the second quarter of 2008.

An amount of Euro 26.6 million was expensed for the project of a New Crude Distillation Unit with a capacity of 60,000 barrels per day. In particular, the expenditure was primarily for the detailed engineering & procurement phase, whereas the project entered the construction phase at the end of 2008.

An expenditure of Euro 7.9 million was related to several significant projects concerning the increase of the storage capacity of the Refinery. In more detail these projects comprised of the construction of 5 tanks for LPG, 6 tanks for fuels, 2 tanks for lubricants and 1 tank for desalinated water.

Furthermore, an amount of Euro 1.4 million was expensed for the lubes process units' revamp.

Finally, out of the projects that were completed in 2008, the following stand out:

  • 6 The connection of the Refinery with the Natural Gas National Grid, together with the Refinery internal distribution network was completed in the second quarter of 2008. Natural gas is used as a feedstock for the hydrogen production unit and also as a fuel for the thermal and energy needs of the Refinery. This project has provided the Refinery with flexibility in the choice of the optimum mix of feedstock and fuels while it enhances its environmental performance.
  • 6 The construction of the new Maintenance Workshop and Central Warehouse was completed with expenditures of Euro 1.8 million in 2008.

  • 6 The staged maintenance of all high pressure steam boilers was concluded with the refurbishment of the last out of the four boilers with expenditures totaling Euro 1.4 million in 2008.

  • 6 The rebuilding of the truck loading terminal at Kavala, secured on a long-term lease, cost an amount of Euro 1.1 million in 2008.
  • 6 A new building for the Customs Office of Agii Theodoroi was completed in 2008.

The capital expenditure of last year also comprised of several smaller in scale projects primarily regarding the enhancement of safety measures and the improvement of the environment conditions of the refinery.

For 2009 the Company capital expenditure is estimated at Euro 100 million the greater part of which will be absorbed in the construction of the New CDU, with a capacity of 60,000 barrels per day. The construction has been assigned in January 2008 to Technip Italy, following an international bidding procedure. With the addition of the new unit the processing capability of the refinery will be increased by 25% which is expected to surpass the 170,000 barrels per day or the 9.0 million Metric Tons per year. Additional benefits are expected from the replacement of Straight Run Fuel Oil imports with own production, the optimization of crude oil supply and the possibility to process a wider range of crude oils. The new unit is expected to be put in operation in 2010.

Besides the new CDU, significant amounts will be routed for the on-going projects for lubes complex revamp and the enhancement of the oil storage capacity that were mentioned in the previous paragraphs.

Finally, the most important of the new projects that will be initiated in 2009 will be the construction of a new sulphur recovery unit, the revamp of the waste water treatment facilities (that will improve the environmental conditions of the Refinery) and projects related to reinforcement of the electric power supply reliability.

V. GROUP STRUCTURE – SUBSIDIARIES & AFFILIATED COMPANIES – INTERCOMPANY TRANSACTIONS (REPORT PURSUANT TO LAW 3016 / 2002)

Α. Subsidiaries (direct participation – full consolidation)

1. AVIN OIL Industrial, Commercial & Maritime Oil Company S.A.

AVIN OIL Industrial, Commercial & Maritime Oil Company S.A was founded in Athens in 1977 and currently its headquarters are located at Maroussi (12A Irodou Attikou str., 151 24). The main activity of the company is the sale of liquid fuels, lubricants, LPG and asphalt which have a wide array of applications (transportation, industrial and household use).

The share capital of AVIN OIL amounts to Euro 5,709,480 divided into 1,942,000 common registered shares of a nominal value Euro 2.94 each. The sole shareholder of the company is MOTOR OIL (HELLAS) S.A. which in March 2002 purchased 100% of the shares of AVIN OIL in the context of a relevant condition set in the process of the introduction of its shares on the Athens Exchange.

The acquisition of AVIN OIL gave MOTOR OIL a strong arm in the retail sector of fuels and lubricants since the acquired company ranks fourth among its competitors in the Greek market with a market share of approximately 9%.

The gas stations network of AVIN OIL totals approximately 570 units and several representatives all over Greece while at the same time the company owns tank-trucks and employs specialized technical personnel.

The primary objective of AVIN OIL is the qualitative enhancement of its gas station network and the strengthening of its new endeavours. The participation of the company as a founding shareholder in the companies "HAFCO S.A." and "OLYMPIC FUEL COMPANY S.A." falls within the context of the above mentioned objective of AVIN OIL.

AVIN OIL sells fuels in the Greek market mainly through its privately owned storage premises located at Agii Theodori in Corinth. The operations of the premises started in 1987 and constitute a modern truck loading terminal fully equipped with safety and environment protection systems.

The major supplier of AVIN OIL is MOTOR OIL (reference is made in the section "Intercompany transactions pursuant to Law 3016 / 2002").

The personnel headcount of AVIN OIL as of 31.12.2008 amounted to 218 employees (2007: 218 employees).

The company is audited by certified public accountants (Auditing firm DELOITTE, Certified Public Accountant in charge for the year 2006 Mr. George Cambanis, ICPA - GR - 10761). The AVIN OIL annual financial statements (based on the International Financial Reporting Standards – IFRS) of the fiscal year 2008 (Sales: Euro 1,019 million, Earnings after Tax: Euro 2.1 million, Total Assets: Euro 181.7 million, Shareholders´ Equity: Euro 15.9 million) will be available at the AVIN OIL site at the electronic address www.avinoil.gr.

2. KORINTHOS POWER S.A.

This company was founded on January 5th, 2005 in Maroussi, Athens (Irodou Attikou 12A str., 151 24) with duration for 50 years. The objective of the company according to article 4 of its Codified Memorandum and Articles of Association is the construction, operation and business exploitation of an electricity power production unit in the region of Agii Theodori of the county of Korinthos.

The share capital of the company today amounts to Euro 700,000 divided into 70,000 registered shares for a nominal value of Euro 10 each and the sole shareholder is "MOTOR OIL (HELLAS) S.A."

It is noted that the current shareholder structure of the company came as a result of the completion of the repurchase by MOTOR OIL (HELLAS) S.A. of the stake of "IBERDROLA S.A." in "KORINTHOS POWER S.A.". The transaction was completed on October 22nd, 2008. Prior to the transaction the "IBERDROLA S.A." stake in the "KORINTHOS POWER S.A." share capital stood at 70% and that of MOTOR OIL (HELLAS) S.A. at 30%.

Following the repurchase of the stake of IBERDROLA S.A., MOTOR OIL (HELLAS) S.A. agreed with MYTILINEOS HOLDINGS S.A. to cooperate through the company KORINTHOS POWER S.A. for the construction, operation and utilization of a combined cycle power production plant fuelled with natural gas. The plant will be located within the facilities of MOTOR OIL at Agii Theodori of Korinthos.

The two companies entered into a Joint Venture Agreement which provides that the percentage stake of MOTOR OIL (HELLAS) S.A. in KORINTHOS POWER will be 35% while the respective stake of MYTILINEOS HOLDINGS S.A will be 65% and it is expected to form part of the overall energy portfolio of ENDESA HELLAS S.A.

On January 16th, 2009 there was positive opinion of the Regulatory Authority for Energy (RAE) for the change in the shareholder structure of "KORINTHOS POWER S.A." as follows:

65% ARGYRITIS LAND (100% subsidiary of MYTILINEOS HOLDINGS S.A.) 35% MOTOR OIL (HELLAS) S.A.

The above mentioned shareholder structure change is subject to the approval by the Minister of Development.

KORINTHOS POWER S.A. owns a license for the generation of electricity for a combined cycle unit of 395.9 MW with fuel natural gas at Agii Theodori. KORINTHOS POWER S.A. has not commenced its operations.

Β. Subsidiaries (indirect participation – full consolidation)

1. MAKREON S.A.

The company was founded in April 2007 with headquarters in Maroussi, Athens (12A Irodou Attikou str., 151 24) and duration for 50 years. The objective of the company according to article 2 of its Codified Memorandum and Articles of Association is the establishment and operation of gas outlets in Greece, the marketing of fuels, the provision of catering services in gas outlets ground, the transportation of petroleum products and the engagement in business representation activities for domestic and international corporations which offer similar products, goods and services.

The share capital of the company amounts to Euro 60,000 divided into 6,000 common registered shares for a nominal value of Euro 10 each. All the shares of the company belong to its founding shareholders AVIN OIL (5,999 shares) and MOTOR OIL (1 share).

C. Other Consolidated Companies (net equity)

1. OLYMPIC FUEL COMPANY S.A.

The company was founded in October 1998 in Athens with duration for 24 years (until 6.10.2022). The objective of the company, according to article 3 of its Codified Memorandum and Articles of Association, is to design, finance, construct and operate the aircraft fuel supply system and the storage facilities at the New International Athens Airport "Eleftherios Venizelos" at Spata of Attica, as well as to engage in other similar endeavours.

Following the decision of the Extraordinary General Meeting dated 12.12.2000, the headquarters of the company relocated to Spata County and specifically to privately owned premises situated inside the Athens International Airport area on the 5th km of the Spata– Loutsa Avenue. The fixed assets of "OLYMPIC FUEL COMPANY S.A" include storage tanks of total capacity 24,000 m³, pipelines of total length 14km, 125 fuel supply pits and, a fully automated system to cater for fuel flow control as well as fire and environmental protection (hydrant system). The OFC premises as well as its methods of operation have been certified by IATA (International Air Transport Association), by the Athens International Airport, and by all international and national competent authorities.

The share capital of "OLYMPIC FUEL COMPANY S.A" amounts to Euro 6,457,000 divided into 220,000 common registered shares for a nominal value of Euro 29.347 each while its current shareholder structure is as follows:

OLYMPIC AIRWAYS SERVICES S.A.. (shares 145,200 - stake 66%), MOTOR OIL (HELLAS) S.A. (shares 30,800 - stake 14%), AVIN OIL Α.V.Ε.Ν.Ε.P. (shares 30,800 - stake 14%), BELGIAN FUELLING AND SERVICES COMPANY S.A./N.V. (shares 11,000 - stake 5%), HANSA CONSULT INGENIEURE GESSELSCHAFT MBH (shares 2,200 - stake 1%).

2. HAFCO S.A.

This company was founded in August 2002 with its headquarters in Maroussi, Athens (12A Irodou Attikou str., 151 24 Maroussi), duration for 50 years and legal name "HAFCO S.A". The objective of the Company, according to article 3 of its Codified Memorandum and Articles of Association, is to render ground services relating to aircraft fuel supply at various airports located in Greece and abroad and in general to involve into jet fuel trading.

The share capital of "HAFCO S.A." amounts to Euro 2,917,000 divided into 291,700 common registered shares for a nominal value of Euro 10 each. The last corporate action concerned a share

capital increase for an amount of Euro 900,000 with the issuance of 90,000 new common registered shares for a nominal value of Euro 10 each. This share capital increase was effected in cash following a decision of the Annual Ordinary General Meeting dated June 13h , 2008 and was certified by the Board of Directors on October 17th, 2008. The sole company shareholders are the companies AVIN OIL and CHEVRON HELLAS S.A. each in possession of 145,850 common registered shares (50% of the share capital).

D. Related Companies

1. ATHENS AIRPORT FUEL PIPELINE COMPANY S.A.

The company was founded in May 2000 in Maroussi (199 Kifisias Ave., zip code 151 25) with duration for 50 years. The objective of the ATHENS AIRPORT FUEL PIPELINE COMPANY S.A., according to article No. 3 of its Codified Memorandum and Articles of Association, is the execution of all works and activities relating to the design, financing, construction, completion, operation, maintenance and handling of the pipeline and its premises for the carrying of aircraft fuel from the "Hellenic Petroleum" (EL-PE) refinery at Aspropyrgos to the Athens International Airport "Eleftherios Venizelos" at Spata.

The share capital of the "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A" amounts to Euro 5,782,355 divided into 1,973,500 common registered shares for a nominal value of Euro 2.93 each.

The current shareholder structure of the company is as follows:

HELLENIC PETROLEUM S.A. (shares 986,750 - stake 50%), MOTOR OIL (HELLAS) S.A. (shares 315,760 - stake 16%), OLYMPIC AIRWAYS SERVICES S.A. (shares 335,495 - stake 17%), ATHENS INTERNATIONAL AIRPORT S.A. (shares 335,495 - stake 17%).

Ε. Other Subsidiaries (direct and indirect participation) – dormant

1. AVIN ALBANIA S.A.

The company was founded on 19.7.2001 by its sole shareholder AVIN OIL in Tirana of Albania. The share capital of AVIN ALBANIA amounts to Euro 510,000. The objective of the company is the sale of petroleum products and the promotion of AVIN OIL exports to Albania. AVIN ALBANIA remains dormant.

2. BRODERICO LIMITED

This company was founded in 2006 by its sole shareholder AVIN OIL with headquarters in Cyprus. The share capital of Broderico Limited amounts to Euro 60,000. The company engages in commerce, investments and the rendering of services. Broderico Limited has not commenced its operations.

3. ELEKTROPARAGOGI SOUSSAKI S.A.

The company was founded on November 20th, 2008 with headquarters in Maroussi, Athens and duration for 50 years. According to article No. 3 of its Codified Memorandum and Articles of Association its objective is the production, operation and business exploitation of a power production unit at the area SOUSSAKI located at the Korinthos county and also the construction of power production units in Greece and abroad. Furthermore, the company can engage in trading activities with regard to the power generated from these units.

The share capital of the company amounts to Euro 110,000 divided into 1,100 common registered shares for a nominal value of Euro 100 each. These shares belong to the founding shareholders MOTOR OIL (HELLAS) S.A. (shares 440 - stake 40%), AVIN OIL (shares 330 - stake 30%) and CYCLON HELLAS S.A. (shares 330 - stake 30%). The company has not commenced its operations yet.

Participation Method of
Legal Name of Company Direct Indirect Consolidation
AVIN OIL Α.V.Ε.Ν.Ε.P 100 % Full Consolidation
KORINTHOS POWER S.A. 100 % Full Consolidation
MAKREON S.A 100 % Full Consolidation
HAFCO S.A 50 % Net Equity
OLYMPIC FUEL COMPANY S.A. 14 % 14 % Net Equity
AVIN ALBANIA S.A. 100 % Dormant
BRODERICO LIMITED 100 % Dormant
ELEKTROPARAGOGI SOUSSAKI S.A. 40 % 30 % Dormant
ATHENS AIRPORT FUEL PIPELINE COMPANY S.A. 16 % Acquisition Cost

The Group Structure is depicted in summary form hereunder:

F. Intercompany Transactions (Law 3016 / 2002)

As provided for by the Article 2 paragraph 4 of the Corporate Governance Law 3016 / 2002, the analysis of the intercompany business transactions with the related companies of the Article 42 paragraph e of the Codified Law 2190 / 1920 is presented next:

MOTOR OIL (HELLAS) S.A. sales of products and services to:

Legal name of related (according to Sales 2008
(thousand
Receivables Balance
(thousand Euro)
Change
(thousand
article 42e of CL 2190 / 1920) company Euro) 31.12.2008 31.12.2007 Euro)
AVIN OIL Α.V.Ε.Ν.Ε.P. 571,509 17,030 39,711 22,681
HAFCO S.A. 24,523 1,041 1,303 262
KORINTHOS POWER Α.Ε. - 66 0 - 66
ELEKTROPARAGOGI SOUSSAKI S.A. - 3 0 - 3

MOTOR OIL (HELLAS) S.A. purchases of products and services from:

Legal name of related (according to Purchases
2008
Payables Balance
(thousand Euro)
article 42e of CL 2190 / 1920) company (thousand
Euro)
31.12.2008 31.12.2007 (thousand
Euro)
AVIN OIL Α.V.Ε.Ν.Ε.P. 19 0 2 - 2
HAFCO S.A. 0 0 0 0

Note: Positive sign changes denote cash inflows while negative sign changes denote cash outflows

The transactions and year end balances with "AVIN OIL" and "HAFCO" concern usual business activities. The KORINTHOS POWER receivables balance concerns rentals in arrears for renting space to stage its headquarters. The ELEKTROPARAGOGI SOUSSAKI S.A. receivables balance concerns publication expenses of its formation deed.

The companies "OLYMPIC FUEL COMPANY S.A.", "BRODERICO LIMITED", "AVIN ALBANIA S.A.", "MAKREON S.A.", as well as the controlled by "Motor Oil Holdings S.A." legal entities "Petroventure Holdings Limited" and "Petroshares Limited" (reference is made in the section "Shareholders – Share Capital") were not included in the above tables as no transactions took place between them and MOTOR OIL (HELLAS) S.A.

VΙ. SHAREHOLDERS - SHARE CAPITAL – BoD AUTHORIZATIONS – ARTICLES OF ASSOCIATION

The major shareholders of the Company are the legal entities "Petroventure Holdings Limited" and "Petroshares Limited" with stakes 51% and 10.5% respectively. The Luxembourg based company "Motor Oil Holdings S.A.", owned by the Vardinoyannis family, is the controlling shareholder of "Petroventure Holdings Limited" and "Petroshares Limited".

MOTOR OIL (HELLAS) S.A. has no treasury stock.

The share capital of the Company amounts to Euro 33,234,894 divided into 110,782,980 common registered shares for a nominal value of Euro 0.30 each which have no right to fixed income. The shares of the Company are listed on the Athens Exchange. It is noted that there are no restrictions as to the sale of shares, there are no shareholders with special control rights and there are no restrictions on voting rights. Furthermore there are no agreements according to the provision of article 11α of the Law 3371/2005, cases (i) and (j), (i.e material agreements put in force, revised or terminated in case of change in the control of the Company as a result of a public offer as well as agreements with BoD members or Company personnel that provide for remuneration in case of retirement without material reason or termination of their term or employment as a result of public offer). Furthermore, it is noted that the BoD or its members have no authority to increase share capital, issue new shares or buy treasury shares. The authorisation for the above mentioned matters lies with the General Shareholders Meeting.

With reference to the appointment or replacement of the members of the Board it is provided in the Articles of Association of the Company the possibility of the General Assembly to appoint substitute members. The substitute members of the Board take over in case of death, resignation or loss of identity of other board members. Moreover, it is provided in the Articles of Association of the Company that in case of death or loss of identity of a Board member, the Board can continue its function and representation of the Company without appointing a replacement. Also according to the Articles of Association of the Company there is no obligation for the Board of Directors to convene a meeting once a month.

As an exception, and while according to the Law 2190 / 1920 as it is in force, the General Assembly (responsible for the appointment or/and replacement of the BoD members) is considered to have a quorum when 1/5 of the paid up share capital is represented, the Articles of Association of the Company provides (Article 28) for a quorum of 51% and in case this is not feasible, then the repeat General Assembly is duly convened (as provided by the CL 2190 / 1920) regardless of the share capital represented and being present. Furthermore, the Articles of Association of the Company provide that in case a quorum is not reached the repeat General Assembly is convened within 10 days.

Finally, it is noted that there are no agreements among the shareholders known to the Company

VΙΙ. SIGNIFICANT POST BALANCE SHEET EVENTS

There are no events significantly influencing the financial structure or business course of the Group until the time of the writing of the present report.

VΙΙΙ. MAJOR SOURCES OF UNCERTAINTY WITH REGARD TO ACCOUNTING ASSESSMENTS

The preparation of the Accounting Financial Statements presumes that various estimations and assumptions are made by the Group's management which possibly affect the carrying values of assets and liabilities and the required disclosures for contingent assets and liabilities as well as the amounts of income and expenses recognized. The use of adequate information and the application of subjective judgement are indispensable elements for the evaluation of assets, liabilities derived from employee benefit plans, impairment of receivables, potential tax liabilities and outcome of the legal disputes. The

estimates are deemed important but not restrictive. The actual future financial results may deviate from the above assessments. The most important sources of uncertainty with regard to the assessments made by the Management mostly concern the legal cases pending and the tax audit pending as these are mentioned in detail in the note No. 29 of the financial statements. Other sources of uncertainty with regard to the assumptions made by the Management concern aspects of the employee benefit plans such as payroll increase, number of required years to retirement, inflation rate etc. Another source of uncertainty regards the estimation about the useful life of the fixed assets. The above estimates and assumptions are based on the experience of the Management to date and are re-evaluated in order to reflect the prevailing market conditions.

IΧ. MANAGEMENT OF FINANCIAL RISKS

a. Capital Risk Management

The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, cash and cash equivalents and the shareholders' equity of the parent Company which includes the issued capital, the share premium account, the reserves and the retained earnings. The Group's management monitors the capital structure on a continuous basis. As a part of this monitoring, the management reviews the cost of capital and the risks associated with each class of capital. The Group's intention is to balance its overall capital structure through the payment of dividends, as well as the issue of new debt or the repayment of existing debt.

Gearing Ratio

The Group's management reviews the capital structure on a frequent basis. As part of this review, the cost of capital is calculated and the risks associated with each class of capital are assessed.

The gearing ratio at the year end was as follows:

GROUP COMPANY
Amounts in thousand Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Bank Loans
Cash and cash equivalents
670,790
(9,208)
721,751
(13,743)
559,250
(7,982)
616,276
(10,634)
Net Bank Debt 661,582 708,008 551,268 605,642
Shareholders' Equity 309,586 363,738 314,360 371,533
Net Bank Debt / Shareholders' Equity 2.14 1.95 1.75 1.63

b. Financial Risk Management

The Group's Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, considers and monitors the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Treasury function reports on a frequent basis to the Group's management that monitors risks and policies implemented to mitigate risk exposures.

c. Market Risk

Due to the nature of its activities the Group is primarily exposed to the financial risks of changes in foreign currency exchange rates (see (d) below), interest rates (see (e) below) and to the volatility of oil prices mainly due to the obligation to maintain certain level of inventories. The Company deals with the issue of oil price fluctuations by keeping the inventory levels to the possible minimum. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.

d. Foreign Currency Risk

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations may arise. In addition, due to the use of the international Platts prices in USD for oil purchases/sales, the exchange rate of EUR/USD is a very important factor for the Company's profit margins. The Group minimises foreign currency risks through physical hedging, mostly by balancing assets with liabilities in foreign currencies.

In addition, there is a part of the Company's liabilities expressed in CHF considered not to have a material risk since the amount is not significant.

e. Interest Rate Risk

The Group has access to various major domestic and international financial markets and manages to succeed borrowings with very competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rate fluctuations.

Had the current interest rate been 50 basis points higher/lower and all other variables were kept constant, the Group's profit for the year ended 31 December 2008 would have decreased/increased by approximately Euro 3.25 million.

f. Credit Risk

The Group's credit risk is primarily attributable to its trade and other receivables as cash and cash equivalents are deposited with well known banks.

The Group's trade receivables are characterized by a high degree of concentration, mainly due the limited number of customers comprising the clientele of the parent Company. Most of the Group customers are well known international oil companies and consequently the credit risk is very limited. None of them accounts for more than 10% of the sales revenue during the year. The Group companies have entered into contractual agreements regarding the business transactions with their clients, stating that the determination of sales product prices is based on the corresponding current prices in the international oil market at the time that the transactions take place. In addition the Company, as a policy, obtains letters of guarantee from its clients in order to secure its receivables or has mortgages, which as at 31/12/2008 amounted to Euro 24,295 thousand. As far as receivables of "Avin Oil S.A" are concerned these are spread in a wide base of customers and consequently there is no material concentration and the credit risk is very limited.

g. Liquidity Risk

Liquidity risk is managed through the proper combination of cash and cash equivalents and the bank loan facilities granted, used or unused. In order to address such risks, the Group's management monitors the balance of cash and cash equivalents and ensures available bank loan facilities. The Group expects to maintain current debt to equity ratio, approximately at the level of "2" (Group 2008: 2.17 - 2007: 1.98, Company: 2008: 1.78 - 2007: 1.66).

The ageing analysis of the Group liabilities is presented next:

GROUP 2008
Amounts expressed
in thousand of Euros
Weighted
average
effective
interest
rate
0-6 months 6-12 months 1-5 years 5 + years Total
Suppliers & other
creditors
Financial Leases
Bank Loans
-
6.73%
4.88%
291,043
98
378,720
-
101
15,000
-
450
276,421
-
-
-
291,043
649
670,141
Total 669,861 15,101 276,871 - 961,833
GROUP 2007
Amounts expressed
in thousand of Euros
Weighted
average
effective
interest
rate
0-6 months 6-12 months 1-5 years 5 + years Total
Suppliers & other
creditors
Financial Leases
Bank Loans
-
6.08%
5.38%
344,677
94
425,770
-
94
19,673
-
649
275,471
-
-
-
344,677
837
720,914
Total 770,541 19,767 276,120 - 1,066,428

The ageing analysis of the Company liabilities is presented hereunder:

Amounts expressed
in thousand of Euros
Weighted
average
effective
interest
rate
0-6 months 6-12 months 1-5 years 5 + years Total
Suppliers & other
creditors
Financial Leases
Bank Loans
-
6.73%
4.70%
257,744
98
317,020
-
101
15,000
-
450
226,581
-
-
-
257,744
649
558,601
Total 574,862 15,101 227,031 - 816,994
Amounts expressed
in thousand of Euros
Weighted
average
effective
interest
rate
0-6 months COMPANY 2007
6-12 months
1-5 years 5 + years Total
Suppliers & other
creditors
Financial Leases
Bank Loans
6.08%
5.36%
317,914
94
354,968
-
94
15,000
-
649
245,471
-
-
-
317,914
837
615,439
Total 672,976 15,094 246,120 - 934,190

Χ. QUALITY - ENVIRONMENT – HEALTH & SAFETY – PERSONNEL MATTERS

The commitment of the Group to the fulfilment of its main goal, engagement in the wider energy sector in order to cater for the needs of society while contributing to the economic and community prosperity, respecting the principles of Sustainable Development and minimizing the impact on the environment resulting from its operations, is expressed through its Policy for Quality, Environmental Protection and Health & Safety.

From the beginning of its operations MOTOR OIL has focused its efforts on the production of products of high quality standards having as a main objective to fulfill the needs of its customers. The aim of the Company is to provide reliable and quality products to its customers by the means of a universal motivation of its management while proactively dealing with potential problems before these arise.

For the above mentioned reasons, the Company initiated in 1992 the planning and development of a Quality Assurance System covering all its activities meeting the requirements of the ISO 9001 standards. The initial certification of the system took place in December 1993.

Since then, the Quality System has become an integral part of MOTOR OIL operations.

The restructuring of the existing system started in 2002 in order to develop a new Quality Management System fulfilling the standards of the new ISO 9001:2000. The new system of the Company was certified in January 2003 by Bureau Veritas Quality International (BVQI). In March 2006 the system was recertified with a further three year validity.

The commitment of the management of the Company as well as its personnel to the continuous development of quality is universal. In the context of this commitment the Refinery Chemical Laboratory was accredited with the ISO / IEC 17025 by the National Accreditation System (ESYD) in September 2006. This accreditation has validity until September 2010.

The adoption of methods and procedures that protect the environment comprise top priority for MOTOR OIL. The Refinery operation conforms to the environmental terms set by the Ministry of Environment Urban Planning & Public Works and the Ministry of Development for the granting of operation license. Furthermore, the Refinery operation is fully harmonized with the most stringent international standards for environmental protection adopting the most advanced processing methods causing the minimum environmental harm possible. The Refinery Environmental Management System was certified with the ISO 14001:1996 initially in December 2000. In March 2007 it was recertified according to the ISO 14001:2004 and validity until January 2010.

Furthermore, in July 2007 the management of the Company in the context of its commitment to continuous improvement of Environmental Management proceeded on a voluntary basis to the issuance of its first annual Environmental Statement according to the European Regulation 761/2001 EMAS (Eco-Management and Audit Scheme) verified by Bureau Veritas. The Ministry of Environment Urban Planning & Public Works approved the registration of MOTOR OIL in the Eco-Management and Audit Scheme (EMAS) and of its Refinery in the Hellenic Register of EMAS Registered Organizations. In 2008 the Company proceeded in issuing its second annual Environmental Statement.

The triple combination of ISO certifications, 14001:2004 and EMAS for the environment and ISO 9001:2000 for the quality, is exceptionally important and is only met in a handful of refineries in Europe with high degree of complexity similar to that of the MOTOR OIL Refinery.

MOTOR OIL has been committed to incorporate the Health and Safety requirements in its planning, decision making and Refinery operation always considering all Stakeholders.

Within the context of this commitment the Health & Safety Management of the Refinery was revised thoroughly and was certified by Bureau Veritas according to the international standard OHSAS 18001:2007 in December 2008. This certification has a three year validity.

Personnel relations are at a particularly good level. The Company not only complies with the legal requirements, relating to worker participation and the protection of human rights, but also aims to cultivate mutual trust and co-operation. It operates a progressive system of human resources management policies, which enshrines clarity and fairness in matters of recruitment, transfers, promotion, remuneration, education and training, benefits, holidays and other types of leave. A reflection of the harmonious state of industrial relations is the fact that there have been no strikes in recent years. Terms and conditions of employment are covered by a Company collective labor agreement, approved by the Ministry of Labor, which has been in place (for MOTOR OIL) since September 1974. Refinery employees have their own union which has been a signatory to a collective labor agreement with the Federation of Greek Industries since 1986. This agreement, which lays down terms of employment and pay levels at the Refinery, is supplemented by an annual local agreement between the company and the union.

The Company approach to a salary policy is to set, manage and review salary levels in a consistent, transparent and objective way. It offers competitive and performance-linked remuneration packages.

Besides the basic pay and benefits package, the Company makes available to its employees and their families a wide range of discretionary non-wage benefits. These provisions aim at providing for their welfare and security over and above what the law requires, at strengthening their bonds with the company, at cultivating cooperation and team spirit, and at helping towards achieving a healthy work/life balance. Among the benefits introduced on the Company's initiative are:

  • o A private health and life insurance scheme.
  • o A company pension scheme.

It is recognized that in a globalised, high technology and highly specialized sector, such as oil refining and trading, following the growth path and implementing the business strategy is closely linked with the development of the skills and competencies of the Company personnel. Hence, education and vocational training activities, and the personal development of employees, are of paramount importance and the Company allocates significant resources to those activities, both in terms of money and effort. The Company training policy aims to ensure that each employee's knowledge and skills match their job function, the ultimate goal being the continuous, flexible and comprehensive vocational education, training and personal development of employees.

ΧI. KEY FINANCIAL RATIOS

The basic financial ratios of the Group and the Company are presented hereunder:

GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Debt to Capital Ratio
Total Borrowings
Total Borrowings + Shareholders' Equity
68.42% 66.49% 64.02% 62.39%
Debt to Equity Ratio
Total Borrowings
Shareholders' Equity
2.17 1.98 1.78 1.66
GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Return on Assets (ROA)
Earnings after Tax (EAT)
Total Assets
5.81% 9.81% 6.28% 11.08%
Return on Equity (ROE)
Earnings after Tax (EAT)
Shareholders' Equity
25.33% 41.20% 24.10% 41.63%
Return on Invested Capital (ROIC)
Earnings after Tax + Finance Costs .
Total Net Borrowings + Shareholders' Equity + Provisions
10.77% 16.31% 11.18% 17.99%

XΙΙ. RELATED PARTY TRANSACTIONS

The transactions between the Company and its subsidiaries have been eliminated on consolidation.

Details regarding the transactions of the Company, its subsidiaries and the related parties disclosed as associates are presented hereunder:

GROUP
Amounts
expressed
in thousand of Euros
Income Expenses Receivables Payables
Associates 143,314 8,874 4,932 265
COMPANY
Amounts expressed
in thousand of Euros Income Expenses Receivables Payables
Subsidiaries 575,013 543 17,099 0
Associates 143,217 7,681 4,911 234
TOTAL 718,230 8,224 22,010 234

The sales of goods to associates were made on an arm's length basis.

No guarantees have been given or taken for the outstanding amounts which will be settled in cash. Furthermore, no provision for bad debt has been made with regard to related party receivables.

Remuneration of Executives

The remuneration of the executives and the Board of Directors members, comprising the top management of the Group, for the periods 1/1/2008 - 31/12/2008 and 1/1/2007 - 31/12/2007 amounts to Euro 2,521 thousand and Euro 1,909 thousand, respectively (Company: 1/1/2008-31/12/2008: Euro 2,237 thousand, 1/1/2007-31/12/2007: Euro 1,623 thousand).

The Board of Directors' fees are proposed and approved by the General Assembly of Company Shareholders.

Other short term benefits concerning the executives of the Group amounted to Euro 254 thousand for the period 1/1/2008 – 31/12/2008 and Euro 354 thousand for the period 1/1/2007 – 31/12/2007, respectively (Company: 1/1/2008 – 31/12/2008: Euro 241 thousand, 1/1/2007 - 31/12/2007: Euro 341 thousand).

There was no compensation to Group and Company executives due to retirement for the current and the previous fiscal year.

Transactions of Executives

There are no other transactions, receivables or/and liabilities between the Group companies and the executives.

Maroussi, 23 February 2009

THE VICE CHAIRMEN

THE CHAIRMAN OF THE BoD & MANAGING DIRECTOR

VARDIS J. VARDINOYANNIS

JOHN V. VARDINOYANNIS

PANAGIOTIS Ν. KONTAXIS

THE DEPUTY MANAGING DIRECTORS THE MEMBERS OF THE BoD

JOHN Ν. KOSMADAKIS DEMOSTHENES Ν. VARDINOYANNIS

PETROS Τ. TZANNETAKIS NIKOS TH. VARDINOYANNIS

GEORGE P. ALEXANDRIDIS

HELEN – MARIA L. THEODOROULAKIS

KONSTANTINOS Β. MARAVEAS

ANTONIOS CH. THEOHARIS

DESPINA Ν. MANOLIS

Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica

ANNUAL FINANCIAL STATEMENTS IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION FOR THE YEAR 1 JANUARY – 31 DECEMBER 2008 FOR THE GROUP AND THE COMPANY «MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.» Headquarters: Irodou Attikou 12Α , 151 24 Maroussi, Attica

TABLE OF CONTENTS

Page
Income Statement for the year ended 31 December 2008 4
Balance Sheet as at 31st December 2008 5
Statement of Changes in Equity for the year ended 31 December 2008 6
Cash Flow Statement for the year ended 31 December 2008
Notes to the Financial Statements for the year ended 31 December 2008
7
8
1. General Information 8
2. Significant Accounting Policies 8
3. Revenue 20
4. Business and Geographical Segments 21
5. Other Operating Income / (Expenses) 23
6. Profit from Operations 23
7. Investment Income 23
8. Finance Costs 24
9. Income Tax Expenses 24
10. Dividends 25
11. Earnings per Share 25
12. Goodwill 26
13. Other Intangible Assets 26
14. Property, Plant and Equipment 27
15. Investments in Subsidiaries and Associates 29
16. Available for Sale Investments 31
17. Other Non-Current Assets 31
18. Inventories 31
19. Trade and Other Receivables 32
20. Cash and Cash Equivalents 33
21. Bank Loans 34
22. Deferred Tax 35
23. Trade and Other Payables 36
24. Share Capital 36
25. Share Premium Account 36
26. Reserves 37
27. Retained Earnings 38
28. Acquisition / Establishment of Subsidiary 38
29. Contingent Liabilities / Commitments 39
30. Obligations under Finance Leases 39
31. Operating Lease Arrangements 40
32. Events after the Balance Sheet Date 41
33. Related Party Transactions 41
34. Retirement Benefit Plans 42
35. Categories of Financial Instruments 44
36. Management of Financial Risks 44

The financial statements of the Group and the Company, set out on pages 4 to 48, were approved at the Board of Directors' Meeting dated Monday February 23, 2009 and are subject to the approval of the Annual Ordinary General Meeting of Company Shareholders.

MANAGING DIRECTOR

THE CHAIRMAN OF THE BOARD THE DEPUTY MANAGING DIRECTOR THE CHIEF ACCOUNTANT OF DIRECTORS AND AND CHIEF FINANCIAL OFFICER

VARDIS J. VARDINOYANNIS PETROS T. TZANNETAKIS THEODOROS N. PORFIRIS

Income Statement for the year ended 31 December 2008

GROUP COMPANY
In 000´s Euros (except for "earnings per share") Note 1.1.2008-
31.12.2008
1.1.2007-
31.12.2007
1.1.2008-
31.12.2008
1.1.2007-
31.12.2007
Continuing Operations
Revenue 3 5,505,365 4,069,996 5,057,751 3,719,133
Cost of Sales (5,263,635) (3,798,309) (4,868,468) (3,494,213)
Gross profit 241,730 271,687 189,283 224,920
Distribution expenses (57,864) (52,158) (16,583) (15,074)
Administrative expenses (29,547) (31,243) (21,943) (21,862)
Other operating income/(expenses) 5 (15,795) 57,713 (21,089) 52,413
Profit from operations 138,524 245,999 129,668 240,397
Investment income 7 2,871 2,190 2,566 5,053
Share of profits/(loss) in associates 15 856 (15) 0 0
Finance costs 8 (39,871) (42,188) (32,878) (37,038)
Profit before taxes 102,380 205,986 99,356 208,412
Income taxes
Profit after taxes attributable to
9 (23,974) (56,129) (23,589) (53,729)
shareholders of the parent company 78,406 149,857 75,767 154,683
Earnings per share basic and diluted (in Euros) 11 0.71 1.35 0.68 1.40

Balance Sheet as at 31 December 2008

In 000´s Euros GROUP COMPANY
Note 31.12.2008 31.12.2007 31.12.2008 31.12.2007
ASSETS
Non-current assets
Goodwill 12 20,082 16,200 0 0
Other intangible assets 13 3,713 4,435 916 1,229
Property, plant and equipment 14 759,137 731,123 713,043 687,174
Investments in subsidiaries and associates 15 4,971 3,586 42,722 38,678
Available for sale investments 16 927 927 927 927
Other non-current assets 17 16,530 14,923 1,539 2,823
Total 805,360 771,194 759,147 730,831
Current assets
Inventories 18 235,529 346,213 233,705 339,916
Trade and other receivables 19 300,179 395,721 205,599 315,161
Cash and cash equivalents 20 9,208 13,743 7,982 10,634
Total 544,916 755,677 447,286 665,711
Total Assets 4 1,350,276 1,526,871 1,206,433 1,396,542
LIABILITIES
Non-current liabilities
Bank loans 21 276,871 276,120 227,031 246,120
Provision for retirement benefit obligation 34 34,408 41,177 32,691 37,186
Deferred tax liabilities 22 32,006 28,830 31,234 28,287
Other non-current liabilities 1,289 1,315 0 0
Deferred income 6,383 4,768 6,383 4,768
Total 350,957 352,210 297,339 316,361
Current liabilities
Trade and other payables 23 291,043 344,677 257,744 317,914
Provision for retirement benefit obligation 34 4,099 4,618 4,099 4,581
Income Taxes 0 15,529 0 15,529
Bank loans 21 393,919 445,631 332,219 370,156
Deferred income 672 468 672 468
Total 689,733 810,923 594,734 708,648
Total Liabilities 4 1,040,690 1,163,133 892,073 1,025,009
EQUITY
Share capital 24 33,235 33,235 33,235 33,235
Share premium 25 49,528 49,528 49,528 49,528
Reserves 26 77,560 77,559 75,166 75,166
Retained earnings 27 149,263 203,416 156,431 213,604
Total Equity 309,586 363,738 314,360 371,533
Total Equity and Liabilities 1,350,276 1,526,871 1,206,433 1,396,542

Statement of Changes in Equity for the year ended 31 December 2008

GROUP Share Retained
In 000´s Euros capital Share premium Reserves earnings Total
Balance as at 1 January 2007 33,235 49,528 79,521 178,997 341,281
Profit for the year 149,857 149,857
Dividends (127,400) (127,400)
Other equity movements - - (1,962) 1,962 -
Balance as at 31 December 2007 33,235 49,528 77,559 203,416 363,738
Profit for the year 78,406 78,406
Dividends (132,940) (132,940)
Other equity movements - - 1 381 382
Balance as at 31 December 2008 33,235 49,528 77,560 149,263 309,586
COMPANY
In 000´s Euros
Share
capital
Share premium Reserves Retained
earnings
Total
Balance as at 1 January 2007 33,235 49,528 77,136 184,351 344,250
Profit for the year 154,683 154,683
Dividends (127,400) (127,400)
Other equity movements - - (1,970) 1,970 -
Balance as at 31 December 2007 33,235 49,528 75,166 213,604 371,533
Profit for the year 75,767 75,767
Dividends - - - (132,940) (132,940)
Balance as at 31 December 2008 33,235 49,528 75,166 156,431 314,360

Cash Flow Statement for the year ended 31 December 2008

Notes
In 000´s Euros GROUP COMPANY
1/1 - 31/12/2008 1/1 - 31/12/2007 1/1 - 31/12/2008 1/1 - 31/12/2007
Operating activities:
Profit before taxes 102,380 205,986 99,356 208,412
Adjustments for:
Depreciation
6
52,513 50,381 47,849 45,919
Provisions (4,734) 6,129 (4,621) 3,896
Exchange differences 7,841 (36,170) 7,761 (36,091)
Investment income (2,080) (1,616) (1,386) (4,500)
Finance costs
8
39,871 42,188 32,878 37,038
Movements in working capital:
Decrease/(increase) in inventories 110,684 (158,691) 106,210 (157,794)
Decrease / (increase) in receivables 97,878 (76,804) 116,985 (66,533)
(Decrease) / increase in payables excluding banks (47,012) 216,354 (52,681) 210,145
Less:
Finance costs paid (39,209) (42,400) (32,903) (37,300)
Taxes paid (43,260) (38,421) (43,260) (35,803)
Net cash (used in) / from operating activities (a) 274,872 166,936 276,188 167,389
Investing activities:
(Increase) / Decrease of interest in subsidiaries &
associates
(4,115) (430) (4,044) (150)
Purchase of tangible and intangible assets (78,415) (51,365) (71,727) (41,828)
Proceeds from disposal of tangible and intangible
assets
211 127 0 0
Interest received 1,248 1,368 1,168 1,285
Dividends received 196 0 360 3,317
Net cash (used in) / from investing activities (b) (80,875) (50,300) (74,243 ) (37,376)
Financing activities:
New bank loans raised 1,390,991 740,538 1,126,208 617,790
Repayments of borrowings (1,456,396) (724,629) (1,197,678) (616,115)
Repayments of finance leases (187) (187) (187) (187)
Dividends paid (132,940) (127,400) (132,940) (127,400)
Net cash (used in) / from financing activities (c) (198,532) (111,678) (204,597) (125,912)
Net Increase / (Decrease) in cash and cash
equivalents (a)+(b)+(c))
(4,535) 4,958 (2,652) 4,101
Cash and cash equivalents at the beginning of
the year
Cash and cash equivalents at the end of the
13,743 8,785 10,634 6,533
year 9,208 13,743 7,982 10,634

ΝOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008

1. GENERAL INFORMATION

The parent company of the MOTOR OIL Group (the Group) is the entity under the trade name "Motor Oil (Hellas) Corinth Refineries S.A." (the Company), which is registered in Greece as a public company (Societe Anonyme) according to the provisions of Codified Law 2190/1920, with headquarters in Maroussi of Attica, 12Α Irodou Attikou street, Athens 151 24. The Group operates in the oil sector with its main activities being oil refining and oil products trading.

Major shareholders of the Company are "Petroventure Holdings Ltd" and "Petroshares Ltd", holding 51% and 10.5% of Company shares respectively.

These financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates.

As at 31 December 2008 the number of employees, for the Group and the Company, was 1,489 and 1,271 persons respectively. (2007: Group: 1,485 persons, Company: 1,267 persons)

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) which are effective at the date of preparing these financial statements as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (EU). The Group is not affected by the sections not adopted by the EU which relate to hedging of deposit portfolios as stated in IAS 39.

The financial statements have been prepared on the historical cost basis.

Adoption of new and revised Standards and Interpretations

Four interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current year. These are: IFRIC 7 Applying the Restatement Approach under IAS 29 "Financial Reporting in Hyperinflationary Economies"; IFRIC 8 Scope of IFRS 2 "Group and Treasury Share Transactions"; IFRIC 9 "Reassessment of Embedded Derivatives" IFRIC 10 "Interim Financial Reporting and Impairment"; and IFRIC 11, IFRS 2 "Group and Treasury Share Transactions". The adoption of Interpretations 7, 8, 9 and 11 is not relevant for the Group, while the adoption of IFRIC 10 has no effect for the Group.

Early adoption of Standards and Interpretations

In addition, the Group has elected to adopt the following standards in advance of its effective date:

IAS 23 (Revised) "Borrowing Costs" (effective for accounting periods beginning on or after 1 January 2009). The revisions to IAS 23 had no impact on the Group's accounting policies. The principal change to the Standard, which was to eliminate the previously available option to expense all borrowing costs when incurred, has no impact on these financial statements because it has always been the Group's accounting policy to capitalize borrowing costs incurred on qualifying assets.

Standards and Interpretations not yet adopted

IFRS 8, "Operating Segments" (effective for financial years beginning on or after 1 January 2009). IFRS 8 replaces IAS 14 "Segment Reporting" and adopts a management approach to segment reporting. The information reported would be that which management uses internally for evaluating the performance of operating segments of a group. The Group is in the process of assessing the impact of this new standard and will apply it when necessary as well as the Group considers the probable changes from the corresponding current information.

IFRIC 12, Service Concession Arrangements (effective for financial years beginning on or after 1 January 2008). IFRIC 12 provides for an approach to account for contractual arrangements arising from entities providing public services. According to this IFRIC the respective entities should not account for a fixed asset but rather for a financial asset. IFRIC 12 has not yet been endorsed by the EU and is not relevant to the Group's operations as the Group is not involved in the provision of public services.

IFRIC 13, Customer Loyalty Programmes (effective for financial years beginning on or after 1 July 2008). IFRIC 13 addresses accounting by entities that grant loyalty award credits (such as 'points' or travel miles) to customers who buy goods or services. Specifically, it explains how such entities should account for their obligations to provide free or discounted goods or services ('awards') to customers who redeem award credits. IFRIC 13 has not yet been endorsed by the EU and is not relevant to the Group's operations.

IFRIC 14, IAS 19 "Employee Benefits" - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective for financial years beginning on or after 1 January 2008). IFRIC 14, provides a clearer interpretation of the availability of a surplus, than the original standard, IAS 19 "Employee Benefits". Under IAS 19 some have argued that a surplus is not available to a plan sponsor unless it is immediately realisable at the balance sheet date. IFRIC 14 states that the employer only needs to have an unconditional right to use the surplus at some point during the life of the plan or on its wind up in order for a surplus to be recognised. IFRIC 14 has not yet been endorsed by the EU.

IFRIC 15, Agreements for the construction of real estate (effective for annual periods beginning on or after 1 January 2009). IFRIC 15 addresses the diversity in accounting treatment for recognition of real estate sales revenue and clarifies which Accounting Standard should be applied in every case (IAS 18, when the risks and rewards in the real estate are transferred or IAS 11, as the real estate is developed). This interpretation has not yet been endorsed by the EU and is not relevant to the Group's operations.

IFRIC 16, Hedges of a net investment in a foreign operation (effective for annual periods beginning on or after 1 October 2008). IFRIC 16 applies to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and qualifies for hedge accounting in accordance with IAS 39 and provides guidance on how an entity should determine the amounts to be reclassified from equity to profit or loss for both the hedging instrument and the hedged item. This interpretation has not yet been endorsed by the EU and is not relevant to the Group's operations.

IFRIC 17, Distribution of non cash assets to owners (effective for financial years beginning on or after 1 July 2009) IFRIC 17 clarifies how an entity should measure distribution of assets, other than cash, when it pays dividends to its owners. This interpretation has not yet been endorsed by the EU and is not relevant to the Group's operations.

IFRIC 18, Transfers of Assets from Customers (effective for financial years beginning on or after 1 July 2009). IFRIC 18 clarifies the requirements of IFRSs for agreements in which an entity receives from a customer an item of property, plant, and equipment that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services (such as a supply of electricity, gas or water). IFRIC 18 also provides guidance on how to account for transfers of cash from customers. The Group is in the process of assessing the impact of this new interpretation and considers the probable changes from the application of IFRIC 18. This interpretation has not yet been endorsed by the EU.

The principal accounting policies adopted which are consistent with those of the prior year are set out below:

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries) at the end of each respective year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and loss in the year of acquisition.

The accounting policies of the subsidiaries are in line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Investments in Associates

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee.

The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting unless these investments are classified as available for sale. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments. Losses of the associates in excess of the Group's interest in those associates are not recognized.

Profits or losses arising on transactions among associates and companies included in the consolidated accounts are eliminated to the extent of the Group ´s share in the associates. Losses may be an indication of impairment of the asset, in which case a relevant provision is accounted for.

Investments in subsidiaries and associates are stated in the Company's stand alone Balance Sheets at cost and are subject to impairment testing.

Goodwill

Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment at each balance sheet date, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and sales related taxes.

Revenue is recognized when goods are delivered and/or ownership has passed.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Dividend income from investments is recognized when the shareholders' rights to receive payment have been established.

The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

AVIN OIL S.A., a subsidiary of Motor Oil (Hellas), leases under long-term operating leases (approx. 9 years), immovable property for use as gas stations, which in turn are subleased to physical/legal persons for a corresponding period for the operation of fuel and lubricants stations under the "Avin" trademark.

The Group as lessee

Assets held under finance leases are recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (see below).

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

Foreign Currencies

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the year.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the year in which they are incurred.

Government Grants

Government grants towards staff re-training costs are recognized as income over the years necessary to match them with the related costs and are deducted from the related expense.

Government grants relating to property, plant and equipment are treated as deferred income and released to profit and loss over the expected useful lives of the assets concerned.

Retirement Benefit Costs

Payments to defined contribution retirement plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in profit or loss in the year in which they are incurred.

Past service cost is recognized immediately in the profit or loss to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense, reduced by any discount obtained for paying previous year taxes in one lump sum, plus any additional tax from the prior years tax audit.

The current tax expense is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax expense is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognized on differences, between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realized. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Property, Plant and Equipment

Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less any subsequent accumulated depreciation.

Assets under construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Fixtures and equipment are stated at cost less accumulated depreciation and any recognized impairment loss.

Fixed assets under finance leases are depreciated over the same useful lives as the Group owned fixed assets or if shorter over the year as per the finance lease contract.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method, on the following bases:

Fixed Assets category Useful lives (yrs)
Land Indefinite
Buildings 40
Plant & machinery 7-30
Transportation equipment 15-20
Fixtures and equipment 4-20

The estimated useful lives, residual values and depreciation method are reviewed on a frequent basis, with the effect of any changes in estimate to be accounted for on a prospective basis.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Internally-generated Intangible Assets - Research and Development Expenditure

Expenditure on research activities is recognized as an expense in the year in which it is incurred.

An internally-generated intangible asset arising from the Group's development is recognized only if all of the following conditions are met:

  • an asset is created that can be identified (such as software and new processes);
  • it is probable that the asset created will generate future economic benefits; and
  • the development cost of the asset can be measured reliably.

Internally-generated intangible assets are amortized on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognized, development expenditure is recognized as an expense in the year in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately.

Other intangible assets

Other Intangible Assets include the Group's software as well as rights to operate gas stations on property leased by its subsidiary, Avin Oil S.A. and the Company's emission rights.

These assets are initially recorded at acquisition cost and then amortized, using the straight-line method, based on expected useful lives in respect of software, and in respect of leasing/emission rights, over the year the Group entitled to the rights.

The useful life of these assets is noted bellow:

Intangible assets years
Software 3 – 8
Leasing Rights (average) 9

The estimated useful lives of intangible assets, residual values if any and depreciation method are reviewed on a frequent basis, with the effect of any changes in estimate to be accounted for on a prospective basis.

Emission Rights

Emission Rights are accounted under the net liability method, based on which the Company recognizes a liability for emissions when the emissions are made and are in excess of the allowances allocated. Emission Rights acquired in excess of those required to cover the relevant shortages are recognized as an intangible asset at cost. Profit and/or loss arising on sale of emission rights is recognized in the Income Statement.

Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

The Company is a member of ΙOPC Fund (International Oil Pollution Compensation Fund) an international organisation for the protection of the environment from oil pollution. The Company is obliged to pay contributions to this organisation in case of a relevant accident. These liabilities are accounted for according to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" while any refund is accounted for upon receipt.

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Financial Instruments

Financial assets and financial liabilities are recognized on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Trade receivables

Trade receivables are interest free and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits with original maturity of 3 months or less.

Available for sale investments

Investments in unlisted equity shares are classified as available for sale and are stated at cost as their fair value cannot be reliably estimated. Dividends on AFS equity instruments are recognized in profit or loss when the Group's right to receive the dividends is established.

Bank borrowings

Interest-bearing bank loans and overdrafts are recorded according to the amounts received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year in which they arise.

Trade payables

Trade payables are interest free and are stated at their nominal value.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Group management's best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

Provisions for restructuring costs, if any, are recognized only when the entity has developed a detailed formal plan for the restructuring and have announced details of plan to the involved parties. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

Main sources of uncertainty in accounting estimations.

The preparation of the financial statements presumes that various estimations and assumptions are made by the Group's management which possibly affect the carrying values of assets and liabilities and the required disclosures for contingent assets and liabilities as well as the amounts of income and expenses recognized. The use of adequate information and the subjective judgment used are basic for the estimates made for the valuation of assets, liabilities derived from employees benefit plans, impairment of receivables, unaudited tax years and pending legal cases. The estimations are important but not restrictive. The actual future events may differ than the above estimations. The major sources of uncertainty in accounting estimations by the Group's management, concern mainly the legal cases and the financial years not audited by the tax authorities, as described in detail in note 29.

Other sources of uncertainty relate to the assumptions made by the management regarding the employees benefit plans such as payroll increase, remaining years to retiring, inflation rates etc and other sources of uncertainty is the estimation for the fixed assets useful life. The above estimations and assumptions are based to the up todate experience of the management and are re-evaluated so as to be updated to the current market conditions.

3. REVENUE

Sales revenue is analyzed as follows:

GROUP COMPANY
In 000´s Euros 1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Sales of goods 5,505,365 4,069,996 5,057,751 3,719,133

The following table provides an analysis of the sales by geographical market (domestic – export) and by category of goods sold (products – merchandise).

GROUP

In 000´s Euros 1/1 – 31/12/08 1/1 – 31/12/07
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 2,123,038 1,785,539 3,908,577 1,680,984 1,495,608 3,176,592
Merchandise 918,627 678,161 1,596,788 584,419 308,985 893,404
TOTAL 3,041,665 2,463,700 5,505,365 2,265,403 1,804,593 4,069,996
COMPANY
In 000´s Euros 1/1 – 31/12/08 1/1 – 31/12/07
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 2,123,038 1,785,539 3,908,577 1,680,984 1,495,608 3,176,592
Merchandise 550,141 599,033 1,149,174 287,901 254,640 542,541
TOTAL 2,673,179 2,384,572 5,057,751 1,968,885 1,750,248 3,719,133

Based on historical information of the Company and the Group, the quarterly sales volume varies from 22% to 29% of annual sales volume and thus there is no material seasonality on the total sales volume.

4. BUSINESS AND GEOGRAPHICAL SEGMENTS

The Group's basic activities are oil refining and oil product trading.

All of the Group's activities take place in Greece, given that all Group Companies included in the consolidation have their headquarters in Greece and have no branches abroad.

All operational segments fall under one of two distinct activity categories: Refinery's Activities and Sales to Gas Stations.

Segment information is presented in the following table:

4. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued)

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5. OTHER OPERATING INCOME / (EXPENSES)

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Foreign exchange -(losses) (194,940) (50,859) (194,926) (50,875)
Foreign exchange -gains 152,765 92,291 153,078 92,328
Income from services rendered 16,184 8,859 17,704 10,007
Rental Income 5,251 4,781 227 187
Other Income/(Expenses) 4,945 2,641 2,828 766
Total (15,795) 57,713 (21,089) 52,413

6. PROFIT FROM OPERATIONS

The Group and the Company profits from operation have been arrived at after debiting/(crediting):

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Amortization of intangible assets 1,000 1,046 420 466
Depreciation of property, plant and
equipment 51,513 49,335 47,429 45,453
Total depreciation/amortization 52,513 50,381 47,849 45,919
Government grants amortization (625) (468) (625) (468)
Impairment loss recognized on trade
receivables (note 19) 2,500 1,486 0 0
Personnel salaries and other benefits 73,837 68,068 64,894 59,189
Employer's contribution 15,123 13,884 12,377 11,288
Defined benefit plans (1,091) 4,643 465 3,896
Termination benefits 3,197 1,917 2,858 1,782
Total payroll costs 91,066 88,512 80,594 76,155

7. INVESTMENT INCOME

Income from investments, is as follows:

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Interest received 2,675 2,190 2,206 1,736
Dividends received
TOTAL INVESTMENT
196 0 360 3,317
INCOME 2,871 2,190 2,566 5,053

8. FINANCE COSTS

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Interest on long-term bank loans 18,221 19,399 15,255 17,760
Interest on short-term bank loans 17,718 19,281 13,868 15,897
Interest on finance leases 50 34 50 34
Other interest expenses 3,882 3,474 3,705 3,347
TOTAL FINANCE COST 39,871 42,188 32,878 37,038

9. INCOME TAX EXPENSES

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Current corporation tax for the
year
Tax audit differences from
20,642 43,162 20,642 42,904
prior years
Taxation of the L. 3220/2004
0 2,096 0 0
reserves 0
20,642
2,289
47,547
0
20,642
2,289
45,193
Deferred tax (note 22)
Total
3,332
23,974
8,582
56,129
2,947
23,589
8,536
53,729

Corporate income tax is calculated at 25% on the estimated tax assessable profit for the year 2008 and 2007 respectively.

Within 2008 a new tax law came into force (law Ν.3697/2008 - FEK Α194/25.9.2008), according to which the corporate income tax rates for the fiscal years from 2010 up to and including 2014 are set to 24%, 23% 22%, 21% and 20% respectively. These rates have been used for the calculation of deferred taxation when needed for the current year.

According to the tax audit outcome for the years 2003 to 2005, the additional taxes assessed to the wholly owned subsidiary "Avin Oil S.A." amounted to Euro 2,096 thousand (of which an amount of Euro 1,502 thousand concerns tax relating to accounting differences and an amount of Euro 594 thousand concerns surcharges) and was charged against the earnings of the year 1/1-31/12/2007. Furthermore according to a decision by the Ministry of Finance, for the recovery of Government Grants, additional taxation has been imposed for the L.3220/2003 tax free reserve accounted for in prior years, resulting in an extra tax the Company of € 2,289 thousand (€ 1,960 thousand relates to tax and € 329 thousand to the respective interest on tax).

9. INCOME TAX EXPENSES (continued)

The Group´s and the Company´s total income tax rate for the year can be reconciled to the accounting profit as follows:

In 000´s Euros GROUP COMPANY
1/1 – 31/12/08 1/1 – 31/12/07 1/1 – 31/12/08 1/1 – 31/12/07
Tax at the corporate income tax rate 25.0% 25.0% 25.0% 25.0%
Tax effects from:
Tax audit differences & reserve taxation 0.0% 2.1% 0.0% 1.1%
Tax effect of non tax deductible
expenses 2.8% 0.2% 3.1% 0.1%
Tax effect of tax free income -0.3% -0.1% -0.1% -0.4%
Effect of change in income tax rate -4.2% 0.0% -4.3% 0.0%
Effective tax rate for the year 23.3% 27.2% 23.7% 25.8%

10. DIVIDENDS

Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. Dividends relating to the previous year (1.1-31.12.2007) amounted to € 1.20 per share, of which an interim dividend of € 0.20 per share was paid in December 2007 and accounted for in 2007, and € 1.00 has been accounted for in 2008. The Management of the Company has proposed to the coming Annual General Assembly Meeting the distribution of total dividends for 2008 of € 66,469,788 (or € 0.60 per share). It is noted that an interim dividend of € 22,156,596 (€ 0.20 per share) for 2008 has been paid and accounted for in December 2008, while the remaining € 0.40 per share will be accounted for in 2009.

It is noted that in accordance with Greek Tax legislation, the taxable income is taxed at source fulfilling all tax obligations on dividends. Thus the dividends payable to the shareholders (physical and legal persons) are paid net of any tax.

11. EARNINGS PER SHARE

The calculation of the basic earnings per share attributable to the ordinary equity holders of the Company is based on the following data:

GROUP COMPANY
1/1-31/12/08 1/1-31/12/07 1/1-31/12/08 1/1-31/12/07
Earnings (in 000's Euros) 78,406 149,857 75,767 154,683
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
110,782,980 110,782,980 110,782,980 110,782,980
Earnings per share, basic and
diluted in € 0.71 1.35 0.68 1.40

12. GOODWILL

Goodwill for the Group as at 31.12.2008 was € 20,082 thousand. Goodwill concerns the acquisition of the subsidiaries "AVIN OIL S.A." and "KORINTHOS POWER S.A.". The Group performs on an annual basis impairment testing on Goodwill from which no need for impairment has arisen.

Additional amount
recognized from
31/12/2007 business combination
occurring during the
31/12/2008
year
Goodwill (note 28) 16,200 3,882 20,082

13. OTHER INTANGIBLE ASSETS

The carrying amount of the intangible assets represents software purchases and rights to operate gas stations on leasehold property. The movement during years 1/1 – 31/12/2007 and 1/1 – 31/12/2008 is presented in the following table.

In 000´s Euros GROUP
Software Rights Total Software
COST
As at 1 January 2007 11,041 3,690 14,731 9,163
Additions 540 0 540 324
Transfers 812 0 812 812
As at 31 December 2007 12,393 3,690 16,083 10,299
Additions 278 0 278 107
As at 31 December 2008 12,671 3,690 16,361 10,406
ACCUMULATED
DEPRECIATION
As at 1 January 2007 9,814 788 10,602 8,604
Charge for the year 668 378 1,046 466
As at 31 December 2007 10,482 1,166 11,648 9,070
Charge for the year 623 377 1,000 420
As at 31 December 2008 11,105 1,543 12,648 9,490
CARRYING AMOUNT
As at 31 December 2007 1,911 2,524 4,435 1,229
As at 31 December 2008 1,566 2,147 3,713 916

Rights include rights to operate gas stations on property leased by the subsidiary, Avin Oil S.A..

14. PROPERTY, PLANT AND EQUIPMENT

The movement in the Group's property, plant and equipment during the years 1/1 – 31/12/2007 and 1/1 – 31/12/2008 is presented below:

GROUP Plant &
machinery /
Equipment
under
Land and
buildings
Transportation
means
Fixtures and
equipment
Assets under
construction
finance lease
at cost
Total
In 000´s Euros
COST
As at 1 January 2007 134,536 764,226 17,882 51,723 0 968,367
Additions 4,036 7,250 1,184 38,724 1,024 52,218
Disposals (5) (992) (20) 0 0 (1,017)
Transfers 7,473 44,980 438 (53,703) 0 (812)
As at 31 December 2007 146,040 815,464 19,484 36,744 1,024 1,018,756
Additions 298 8,770 1,603 69,911 0 80,582
Disposals (82) (1,415) (149) 0 0 (1,646)
Transfers 5,695 34,382 964 (41,041) 0 0
As at 31 December 2008 151,951 857,201 21,902 65,614 1,024 1,097,692
ACCUMULATED
DEPRECIATION
As at 1 January 2007 11,700 216,122 10,794 0 0 238,616
Charge for the year 2,830 44,794 1,517 0 194 49,335
Disposals 0 (307) (11) 0 0 (318)
As at 31 December 2007 14,530 260,609 12,300 0 194 287,633
Charge for the year 2,926 46,813 1,569 0 205 51,513
Disposals (3) (544) (44) 0 0 (591)
As at 31 December 2008 17,453 306,878 13,825 0 399 338,555
CARRYING AMOUNT
As at 31 December 2007 131,510 554,855 7,184 36,744 830 731,123
As at 31 December 2008 134,498 550,323 8,077 65,614 625 759,137

14. PROPERTY, PLANT AND EQUIPMENT (continued)

The movement in the Company's property, plant and equipment during the years 1/1 – 31/12/2007 and 1/1 – 31/12/2008 is presented below.

COMPANY Land and
buildings
Plant &
machinery /
Transportation
means
Fixtures and
equipment
Assets under
construction
Equipment
under
finance lease
at cost
Total
In 000´s Euros
COST
As at 1 January 2007 121,100 719,274 15,116 50,272 0 905,762
Additions 342 2,470 833 37,859 1,024 42,528
Disposals 0 (566) (6) 0 0 (572)
Transfers 6,680 43,510 438 (51,440) 0 (812)
As at 31 December 2007 128,122 764,688 16,381 36,691 1,024 946,906
Additions 63 2,733 1,391 69,878 0 74,065
Disposals (5) (709) (130) 0 0 (844)
Transfers 5,695 34,382 964 (41,041) 0 0
As at 31 December 2008 133,875 801,094 18,606 65,528 1,024 1,020,127
ACCUMULATED
DEPRECIATION
As at 1 January 2007 8,780 196,111 9,390 0 0 214,281
Charge for the year 2,274 41,678 1,307 0 194 45,453
Disposals 0 0 (2) 0 0 (2)
As at 31 December 2007 11,054 237,789 10,695 0 194 259,732
Charge for the year 2,387 43,479 1,358 0 205 47,429
Disposals 0 (40) (37) 0 0 (77)
As at 31 December 2008
CARRYING AMOUNT
13,441 281,228 12,016 0 399 307,084
As at 31 December 2007 117,068 526,899 5,686 36,691 830 687,174
As at 31 December 2008 120,434 519,866 6,590 65,528 625 713,043

The Company and, consequently, the Group has mortgaged land and buildings as security for bank loans granted to the Group, an analysis of which is presented below.

BANK PRENOTICES MORTGAGES
000´s € 000´s \$ 000´s €
N.B.G. 47,098 25,000 6
CITIBANK INTERNATIONAL PLC 0 0 275,000
TOTAL 47,098 25,000 275,006

In addition, the Company's obligations under finance leases (note 30) are secured by the lessors' title to the leased assets, which have a carrying amount of € 625 thousand (2007: € 830)

15. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

Details of the Group's subsidiaries and associates, are as follows:

Name Place of
incorporation and
operation
Proportion
of ownership
interest
Principal activity
AVIN OIL S.A. Greece, Maroussi
of Attika
100% Petroleum
Products
KORINTHOS POWER S.A. Greece, Maroussi
of Attika
100% Energy
AVIN ALBANIA S.A. Tirana, Albania 100% Petroleum
Products
(dormant)
BRODERICO LTD Cyprus, Nicosia 100% Commerce,
Investments and
Rendering of
Services
(dormant)
MAKREON S.A. Greece, Maroussi
of Attika
100% Trading,
Transportation,
Storage &
Representation of
Petroleum
Products
ELECTROPARAGOGI SUSSAKI S.A. Greece, Maroussi
of Attika
70% Energy (dormant)
HELLENIC AVIATION FUEL COMPANY S.A.
(HAFCO S.A.)
Greece, Maroussi
of Attika
50% Aviation Fueling
Systems
OLYMPIC FUEL COMPANY S.A. Greece, Spata of
Attika
28% Aviation Fueling
Systems

15. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (continued)

Investments in subsidiaries and associates are as follows:

Name GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
AVIN OIL S.A. 0 0 37,564 37,564
AVIN ALBANIA S.A. 510 510 0 0
OLYMPIC FUEL COMPANY S.A. 3,872 2,961 904 904
BRODERICO LTD 60 60 0 0
MAKREON S.A.
HELLENIC AVIATION FUEL COMPANY
0 0 0 0
S.A.(HAFCO S.A) 452 8 0 0
ELECTROPARAGOGI SUSSAKI S.A. 77 0 44 0
KORINTHOS POWER S.A. 0 47 4,210 210
TOTAL 4,971 3,586 42,722 38,678

Of the companies listed above, "AVIN OIL S.A.", "MAKREON S.A." and "KORINTHOS POWER S.A." are fully consolidated, "OLYMPIC FUEL COMPANY S.A." and "HELLENIC AVIATION FUEL COMPANY S.A., are consolidated using the equity method because the Group does not exercise control on them, while "BRODERICO LTD", "AVIN ALBANIA S.A." and "ELECTROPARAGOGI SUSSAKI S.A." are not consolidated but are stated at cost due to their insignificance and because they are dormant.

Summarized financial information in respect of the Group's associates and subsidiaries is set out below:

In 000´s Euros 31/12/2008 31/12/2007
Acquisition cost 3,914 3,597
Share of profits (loss) 1,057 (11)
Investments in subsidiaries & related parties 4,971 3,586
31/12/2008 31/12/2007
Total assets 36,556 31,955
Total liabilities (21,823) (21,209)
Net assets 14,733 10,746
Group's share of related parties'
net assets 4,324 3,016

Group's results from associates, are as follows:

In 000´s Euros
1/1 – 31/12/2008 1/1 – 31/12/2007
Sales 53,909 33,217
Profit after taxes 1,878 371
Group's share of associates´ profit
for the year 856 (15)

16. AVAILABLE FOR SALE INVESTMENTS

Proportion of
Place of ownership Cost Principal activity
Name incorporation interest Euro 000´s
ATHENS AIRPORT FUEL
PIPELINE CO. S.A. Athens 16% 927 Aviation Fueling Systems

"ATHENS AIRPORT FUEL PIPELINE CO. S.A." is stated at cost as significant influence is not exercised on it.

17. OTHER NON-CURRENT ASSETS

In 000´s Euros GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Cheques receivable 1,614 869 0 0
Prepaid expenses 14,497 13,642 1,120 2,411
Guarantees 419 412 419 412
Total 16,530 14,923 1,539 2,823

Prepaid expenses include long term rental prepayments to secure gas station premises and other prepayments of long term nature, which are non interest bearing. These amounts are presented in the carrying amounts that approximate their fair value.

18. INVENTORIES

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Merchandise 8,613 49,807 7,121 43,838
Raw materials 73,582 173,749 73,250 173,421
Raw materials in transit 52,051 12,851 52,051 12,851
Products 101,283 109,806 101,283 109,806
Total inventories 235,529 346,213 233,705 339,916

It is noted that inventories are valued at each balance sheet date at the lower of cost and net realizable value. For the current and previous year certain inventories were valued at their net realizable value resulting in the following charges to the income statement (cost of sales) for the Group and the Company:

In 000´s Euros 2008 2007
Products 24,393 2,954
Merchandise 781 0
Raw materials 11,308 460
Total 36,482 3,414

The cost of inventories recognized as an expense within "Cost of Sales" during the current and prior year for the Group was for 2008 € 5,179,975 thousand and for 2007 € 3,749,272 thousand (Company: 2008: € 4.784.808 thousand, 2007: € 3,445,177 thousand).

19. TRADE AND OTHER RECEIVABLES

Trade and other receivables at the balance sheet date comprise mainly amounts receivable from the sale of goods. Analysis of the trade and other receivable, are as follows:

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Trade receivables 210,045 295,125 153,508 237,053
Allowance for doubtful debts (4,587) (2,429) 0 0
205,458 292,696 153,508 237,053
Related parties 4,932 17,554 22,010 57,249
Cheques receivable 51,220 55,146 0 0
Debtors 28,315 20,433 26,336 17,024
Prepayments 6,021 6,533 3,242 3,512
Other 4,233 3,359 503 323
Total 300,179 395,721 205,599 315,161

The average credit period on sales of goods for the parent company is 13 days and for the subsidiary is 38 days while for 2007 was 29 days and 49 days respectively. After the specified credit period, interest is charged depending on the payment currency on the outstanding balance. Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods, determine by reference to past default experience.

Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer. Limits and scoring attribute to customers are reviewed on a permanent basis.

Ageing Analysis – Overdues in trade receivables and checqes receivable

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
0-30 days 4,919 14,109 1,626 10,420
30-60 days 1,314 474 49 54
60-90 days 653 70 51 10
90-120 days 599 35 24 0
120 + days 5,542 7,106 87 0
Total 13,027 21,794 1,837 10,484

Included in the Group's trade receivable balance are debtors with a carrying amount of € 13,027 thousand (2007: € 21,794 thousand), Company: 2008:€ 1,837 thousand, (2007: € 10,484 thousand) which are past due at the reporting date for which the Group has not made any provision as there has not been a significant change in credit quality and the amounts are still considered fully recoverable. Furthermore, for some of them the Group has been obtained guarantees.

19. TRADE AND OTHER RECEIVABLES (continued)

The provision for doubtful trade receivables has increased during 2008 by € 2.500 thousand in the subsidiary's books to cover additional bad debts

Movement in the allowance for doubtful debts

GROUP
In 000´s Euros 31/12/2008 31/12/2007
Balance as at the beginning of the year 2,429 943
Impairment losses recognized on receivables 2,500 1,500
Amounts written off as uncollectible (342) (14)
Balance at year end 4,587 2,429

Ageing of impaired trade receivables

GROUP
In 000´s Euros 31/12/2008 31/12/2007
120 + days 2,500 1,500
Total 2,500 1,500

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customers' wide base. Accordingly, the management considers that there is no further credit provision required in excess of the existing allowance for doubtful debts.

Management considers that the carrying amount of trade and other receivables approximates their fair value.

20. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist from cash and short term deposits of initial duration of three months or less. The book value for cash and cash equivalents approximates their fair value.

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Cash at bank 9,022 13,638 7,870 10,550
Cash on hand 186 105 112 84
Total 9,208 13,743 7,982 10,634

21. BANK LOANS

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Bank loans 671,302 722,338 559,601 616,863
Finance leases 649 837 649 837
Less: Bond loan expenses* (1,161) (1,424) (1,000) (1,424)
Total loans 670,790 721,751 559,250 616,276
The borrowings are repayable as follows:
On demand or within one year 393,919 445,631 332,219 370,156
In the second year 189,182 60,200 139,181 30,200
From the third to fifth years inclusive 88,850 217,344 88,850 217,344
After five years 0 0 0 0
Less: Bond loan expenses* (1,161) (1,424) (1,000) (1,424)
Total loans 670,790 721,751 559,250 616,276
Less: Amount payable within 12 months
(shown under current liabilities)
393,919 445,631 332,219 370,156
Amount payable after 12 months 276,871 276,120 227,031 246,120

*The bond loan expenses relating to the loan, acquired exclusively to finance the refinery's new hydrocracker unit will be amortized over the number of years remaining to loan maturity.

Analysis of borrowings by currency on 31/12/08 and 31/12/07:

GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
In 000´s Euros
Loan's currency
EURO 335,189 356,012 223,649 250,537
U.S. DOLLARS 196,314 247,266 196,314 247,266
SWISS FRANC 139,287 119,897 139,287 119,897
Total 670,790 723,175 559,250 617,700

The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.

The Group has the following bank loans:

i) Motor Oil has been granted a loan initially amounting to € 250,000 thousand. This loan was drawn down in five instalments, starting on 31/8/2004 and ending on 2/6/2005. It is repayable in semi-annual instalments commencing on 31/12/2005 and the last instalment is due on 30/6/2011 with two year extension option. This balance at the end of the year 31/12/2008 is € 145,000 thousand. This loan is secured with mortgages registered on fixed assets of the Group amounting to € 275,000 thousand.

21. BANK LOANS (continued)

Another loan amounting \$ 150,000 thousand (or € 107,782 thousand as at 31/12/2008) concerns a long-term loan, granted on 22/12/2005 which will be repaid in total by 19/12/2010 with two year extension option.

On 11/4/2008 Motor Oil has been granted a loan of € 6,000 thousand. It is repayable in annual instalments commencing on 13/4/2009 and the last instalment is due on 11/4/2013.

Total short-term loans (incl. short-term part of long-term loans) with duration up to one year amount to € 332,219 thousand. There are outstanding mortgages and pledges against these loans as mentioned above in note number 14.

ii) Avin Oil S.A. has been granted a loan of € 50,000 thousand granted on 23/4/2008 which is fully repayable on 23/4/2012 with 1 year extension option. The Company's other loans are all short-term, totalling to € 61,700 thousand with duration up to one year.

The interest rate of the above loans is LIBOR/EURIBOR+SPREAD.

22. DEFERRED TAX

The following are the major deferred tax liabilities and assets recognized by the Group and the Company, and the movements thereon, during the current and prior reporting years.

In 000´s Euros

GROUP Income
statement
Income
statement
Deferred tax arising from: 1/1/2007 expense/(income) 31/12/2007 expense/(income) 31/12/2008
Difference in depreciation
Intangible assets recognized as
26,881 5,178 32,059 (1,332) 30,727
expense (43) (5) (48) 50 2
Exchange differences 4,024 3,179 7,203 (918) 6,285
Retirement benefit obligations (11,799) 475 (11,324) 3,483 (7,841)
Capitalised borrowing cost
Other temporary differences
between tax and accounting
1,686 (197) 1,489 (415) 1,074
basis (501) (48) (549) 2,308 1,759
Total 20,248 8,582 28,830 3,176 32,006
Income Income
COMPANY statement statement
Deferred tax arising from: 1/1/2007 expense/(income) 31/12/2007 expense/(income) 31/12/2008
Difference in depreciation
Intangible assets recognized as
25,598 5,040 30,638 (1,165) 29,473
expense (3) (11) (14) 14 0
Exchange differences 4,024 3,179 7,203 (1,058) 6,145
Retirement benefit obligations (10,902) 585 (10,317) 2,818 (7,499)
Capitalized borrowing cost
Other temporary differences
between tax and accounting
1,686 (197) 1,489 (415) 1,074
basis (652) (60) (712) 2,753 2,041
Total 19,751 8,536 28,287 2,947 31,234

22. DEFERRED TAX (continued)

Certain deferred tax assets and liabilities have been offset. Deferred taxes are analyzed as follows:

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Deferred tax liabilities 44,609 44,494 42,888 42,545
Deferred tax assets
TOTAL
(12,603)
32,006
(15,664)
28,830
(11,654)
31,234
(14,258)
28,287

23. TRADE AND OTHER PAYABLES

Trade and other payables mainly comprise amounts outstanding for trade purchases and operating expenses.

The major raw material for the Group's production of oil products is crude oil.

The average credit period received for purchases is approximately 18 days while for 2007 was 31 days. The Company's management considers that the carrying amount of trade payables approximates their fair value. Analysis of the trade and other payables, are as follows (excluding banks):

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Trade payable 256,520 327,883 238,401 305,418
Current liabilities of the related parties 265 240 234 190
Creditors 19,091 7,309 8,937 6,455
Other 15,167 9,245 10,172 5,851
Total 291,043 344,677 257,744 317,914

The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

24. SHARE CAPITAL

In 000´s Euros 31/12/2008 31/12/2007
Authorized, issued and fully paid:
(110,782,980 ordinary shares of € 0.30 each)
33,235 33,235

The Company has one class of ordinary registered shares which bear no right to fixed income.

25. SHARE PREMIUM ACCOUNT

In 000´s Euros 31/12/2008 31/12/2007
Opening and closing balance for the year 49,528 49,528

26. RESERVES

Group's reserves, are as follows:

In 000´s Euros

TYPE OF
RESERVE
1/1/2007 INCREASE
(DECREASE)
2007
31/12/2007 INCREASE
(DECREASE)
2008
31/12/2008
Legal 17,117 6 17,123 0 17,123
Special 3,769 3,630 7,399 0 7,399
Extraordinary 2,590 0 2,590 0 2,590
Tax-free 56,045 (5,598) 50,447 1 50,448
TOTAL 79,521 (1,962) 77,559 1 77,560

Company's reserves, are as follows:

In 000´s Euros

TYPE OF
RESERVE
1/1/2007 INCREASE
(DECREASE)
2007
31/12/2007 INCREASE
(DECREASE)
2008
31/12/2008
Legal 15,895 0 15,895 0 15,895
Special 3,769 3,630 7,399 0 7,399
Extraordinary 2,590 0 2,590 0 2,590
Tax-free 54,882 (5,600) 49,282 0 49,282
TOTAL 77,136 (1,970) 75,166 0 75,166

Legal Reserve

5% of after tax profits must be transferred to a legal reserve until this amount to 1/3 of the Company's share capital. This reserve cannot be distributed but may be used to offset losses.

Special Reserves

These are reserves of various types and according to various laws such as taxed accounting differences, differences on revaluation of share capital expressed in Euros and other special cases.

Extraordinary Reserves

Extraordinary reserves represent prior years retained earnings and may be distributed to the shareholders with no additional tax following a relevant decision by the Annual General Assembly Meeting.

Tax Free Reserves

These are tax reserves created based on qualifying capital expenditures. All tax free reserves, with the exception of those formed in accordance with Law 1828/82, may be capitalized if taxed at 5% for the parent company and 10% for the subsidiaries or if distributed will be subject to income tax at the prevailing rate. There is no time restriction for their distribution.

Tax free reserve formed in accordance with Law 1828/82 can be capitalized to share capital within a period of three years from its creation without any tax obligation.

In the event of distribution of the tax free reserves of the Group, an amount of approximately € 12.7 million will be payable as tax at the tax rates currently prevailing.

27. RETAINED EARNINGS

GROUP COMPANY
In 000´s Euros
Balance as at 31 December 2006 178,997 184,351
Dividends (127,400) (127,400)
Profit for the year 149,857 154,683
Transfer to reserves 1,962 1,970
Balance as at 31 December 2007 203,416 213,604
Dividends (132,940) (132,940)
Profit for the year 78,406 75,767
Other equity movement 382 0
Transfer to reserves (1) 0
Balance as at 31 December 2008 149,263 156,431

28. ACQUISITION / ESTABLISHMENT OF SUBSIDIARY

1. On 20 November 2008 a new company "ELECTROPARAGOGI SOUSSAKI S.A." was established with a share capital of € 110.000, where the Group holds 70% (40% directly and 30% indirectly, through AVIN OIL S.A.). The major activities of the new company will be the production and distribution of electricity.

2. On 22 October 2008 the transaction for the reacquisition by "MOTOR OIL (HELLAS) S.A." of the total stake of "IBERDROLA S.A." in the share capital of "KORINTHOS POWER S.A." which owns an electricity generation license, was concluded. Acquisition cost was € 4.000.000 and the percentage holding of the Group in the acquired company is now 100%. It must be noted that within November 2008 the Company entered into an agreement with "MYTILINEOS HOLDINGS S.A.", under which the two companies agreed to cooperate through "KORINTHOS POWER S.A." for the construction, operation and utilization of a combined cycle power production plant using natural gas. The holding percentage of the Company in "KORINTHOS POWER S.A." will be 35%. The above are subject to the approval by the relevant authorities (Ministry of Development and Competition Committee) while we already have the positive opinion by the Regulatory Authority for Energy.

Assets and liabilities of the above acquired company, as at the acquisition date are as follows:

In 000´s Euros
Assets
Other non-current assets 177
Trade and other receivables 17
Cash and cash equivalents 64
Total assets 258
Liabilities
Total Liabilities 89
Equity 169
Acquisition of 70% of net equity 118
Goodwill arising on acquisition 3,882
Cash paid 4,000
Cash flows for the acquisition:
Cash paid 4,000
70% of cash and cash equivalent acquired (45)
Net cash outflow for the acquisition 3,955

28 . ACQUISITION / ESTABLISHMENT OF SUBSIDIARY (continued)

It is noted that both companies have not started any activities yet, thus they do not report any sales revenue yet. For this reason their book values were accounted for their valuation at acquisition. Net Profit for 2008 was for "ELECTROPARAGOGI SUSSAKI S.A." € 0 thousand and for "KORINTHOS POWER S.A." € (136) thousand.

29. CONTINGENT LIABILITIES / COMMITMENTS

There are legal claims by third parties against the Group amounting to approximately € 15.1 million (concerning the Company). There are also legal claims of the Group against third parties amounting to approximately € 73.3 million (Company: approximately € 63.6 million). No provision has been made as all above cases concern legal claims where the final outcome cannot be currently estimated.

The Company has not been subject to a tax audit for the years 2005 up to 2008. AVIN OIL S.A. has not been audited by the tax authorities for the years 2006 and 2008. OLYMPIC FUEL COMPANY S.A. and HAFCO S.A have not been subject to a tax audit for the year 2007 and 2008. KORINTHOS POWER S.A. and MAKREON S.A. have not been audited by the tax authorities since their establishment (2005 and 2007 respectively). We do not expect material liabilities to arise from the non tax audited fiscal years.

The Company and, consequently, the Group in order to complete its investments and its construction commitments, has entered into relevant contracts with construction companies, the outstanding balance of which, as at 31/12/2008, amounts to approximately € 10.4 million.

The Group companies have entered into contracts to purchase and sell crude oil and fuels, at current prices in line with the international market effective prices at the time the transaction takes place.

The total amount of letters of guarantee given as security for Group companies' liabilities as at 31/12/2008, amounted to € 75,643 thousand. The respective amount as at 31/12/2007 was € 50,083 thousand.

The total amount of letters of guarantee given as security for the Company's liabilities as at 31/12/2008, amounted to € 13,275 thousand. The respective amount as at 31/12/2007 was € 3,612 thousand

30. OBLIGATIONS UNDER FINANCE LEASES

Finance leases relate to vehicles with lease terms of 5 years. The Company has the option to purchase the vehicles for a minimal amount at the conclusion of the lease agreements.

COMPANY
Lease payments Present value of lease
In 000´s Euros 31/12/2008 31/12/2007 payments
31/12/2008
31/12/2007
No later than one year
Later than two years and not later than five years
238
485
237
720
199
450
188
649
Later than five years -
723
-
957
-
649
-
837
Less future finance charges (74) (120) - -
Present value of minimum lease payments 649 837 649 837
Included in the financial statement as:
Current borrowings (note 21) 199 188
Non-current borrowings (note 21) 450 649
The management considers that the carrying amount of the finance lease liabilities approximate their fair
value.

31. OPERATING LEASE ARRANGEMENTS

Motor Oil's operating leases mainly represent rentals for certain of its office properties and transportation means. Subsidiary company, Avin Oil's leasing contracts pertain mostly to premises for gas stations which are then subleased to co-operating gas station operators, and transportation means.

The Group as Lessee

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Minimum lease payments under operating leases
recognized as an expense for the year
11,830 10,559 5,423 4,807

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Within one year 11,983 10,074 5,618 4,235
From the second to fifth years inclusive 46,863 37,260 24,531 18,360
After five years 49,639 40,769 15,451 11,980

Average lease term for offices and transportation means are nine and four years respectively. The average lease term for gas stations premises is nine years.

The Group as Lessor

Rental income from operating lease contracts recognised as year income.

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Rental income earned during the year 5,251 4,781 227 187

At the balance sheet date, the Group has contracted with tenants for the following future minimum lease payments:

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Within one year 4,678 4,808 236 207
From the second to fifth years inclusive 14,871 15,338 800 894
After five years 15,366 17,392 493 709

Rental income of the Group mostly concerns subleases of Avin Oil S.A., suitable to operate as gas stations. The average lease term is nine years.

32. EVENTS AFTER THE BALANCE SHEET DATE

No events that could have a material impact on the Group's and Company's financial structure or operations have occurred since 31/12/2008 up to the date of issue of these financial statements.

33. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiary, have been eliminated on consolidation. Details of transactions between the Group and other related parties disclosed as associates are set below:

In 000´s Euros SALES PURCHASES RECEIVABLES PAYABLES
Associates 143,314 8,874 4,932 265

COMPANY

In 000´s Euros SALES PURCHASES RECEIVABLES PAYABLES
Subsidiaries 575,013 543 17,099 0
Associates 143,217 7,681 4,911 234
Total 718,230 8,224 22,010 234

Sales of goods to associates were made on an arm´s length basis.

The amounts outstanding will be settled in cash. No guarantees have been given or received. No provision has been made for doubtful debts in respect of the amounts due from related parties.

Compensation of key management personnel

The remuneration of directors and other members of key management as well as members of the Board of Directors for the Group for the year 1/1 – 31/12/2008 and 1/1 – 31/12/2007 amounted to € 2.521 thousand and € 1,909 thousand respectively. (Company: 2008: € 2.237 thousand, 2007: € 1,623 thousand)

The remuneration of members of the Board of Directors is proposed and approved by the Annual General Assembly Meeting of the shareholders.

Other short term benefits granted to key management for the Group for the year 1/1 – 31/12/2008 amounted to € 254 thousand and 1/1 – 31/12/2007 amounted to € 354 thousand. (Company: 2008: € 241 thousand, 2007: € 341 thousand)

No indemnities have been paid to key management personnel for the Group and the Company for the current and the corresponding last year.

Directors' Transactions

There are no other transactions, receivables and/or payables between Group companies and key management personnel.

34. RETIREMENT BENEFIT PLANS

The Group ´s obligations to its employees in relation to the future payment of benefits in proportion to their time of service are based on an actuarial study. This liability is computed and presented in the Balance Sheet date based on the expected vested benefit of every employee. The vested benefit is presented at its present value based on expected date of payment.

The Group operates a partially funded defined benefit plan for qualifying employees who work for Motor Oil and its subsidiary Avin Oil S.A.. Under the plan, the employees are entitled to retirement benefits which are dependent on each employee's final salary upon attainment of retirement age (on average between 55 and 58) and the years of service with the Group. In addition the Company is obligated to pay retirement compensation to its employees in accordance with law 2112/12, based on the above mentioned rights and retirement age limits. No other post-retirement benefits are provided.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation as well as of the obligation for retirement compensation to personnel were carried out at 31 December 2008 by a certified actuary. The present value of the defined benefit obligations, and the related current service cost, were measured using the projected unit credit method.

Valuation at:
31/12/08 31/12/07
Key assumptions used:
Discount rate 5.40% 4.83%
Expected return on plan assets 5.40% 4.83%
Expected rate of salary increases 3.50% 3.50%

The amount recognized in the balance sheet in respect of the defined benefit retirement benefit plans are as follows:

In 000´s Euros GROUP COMPANY
31/12/08 31/12/07 31/12/08 31/12/07
Present value of unfunded plan obligation
Present value of funded defined benefit
35,356 42,371 33,276 39,927
obligation 32,760 31,655 30,756 28,088
Fair value of plan assets (29,609) (28,231) (27,242) (26,248)
Deficit 3,151 3,424 3,514 1,840
Net liability recognized in the balance sheet 38,507 45,795 36,790 41,767
Presented in the Balance Sheet:
Current provision for retirement benefit 4,099 4,618 4,099 4,581
Non-current provision for retirement benefit 34,408 41,177 32,691 37,186
Total 38,507 45,795 36,790 41,767

34. RETIREMENT BENEFIT PLANS (continued)

Amounts recognised in the income statement in respect of these defined benefit schemes are as follows:

In 000´s Euros GROUP COMPANY
31/12/08 31/12/07 31/12/08 31/12/07
Current service cost
Interest cost less Expected
(3,303) 2,752 (1,552) 2,226
return on plan assets
Net expense recognized
in the Income Statement
2,212 1,891 2,017 1,670
(1,091) 4,643 465 3,896

The return on plan assets for the current year for the Group and the Company amounts to € 1,364 thousand and € 1,268 thousand respectively.

The above recognized expense is included into the Group's and the Company's operating expenses as follows:

In 000´s Euros GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Cost of Sales 324 1,721 324 1,721
Administration expenses (746) 2,632 91 1,900
Distribution expenses (669) 290 50 275
(1,091) 4,643 465 3,896

Movements in the present value of the defined benefit obligations in the current year are as follows:

In 000´s Euros GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Opening Defined benefit obligation 74,026 69,673 68,014 64,470
Service cost (7,104) 2,752 (4,939) 2,226
Interest cost 3,577 2,696 3,285 2,413
Benefits paid (2,383) (1,095) (2,328) (1,095)
Closing Defined benefit obligation 68,116 74,026 64,032 68,014

Movements in the present value of the plan assets in the current year were as follows:

In 000´s Euros GROUP COMPANY
31/12/2008 31/12/2007 31/12/2008 31/12/2007
Opening fair value of plan assets 28,231 17,476 26,247 15,866
Expected return on plan assets 1,364 806 1,268 742
Contributions from the employer 2,398 11,044 2,055 10,735
Benefits paid (2,384) (1,095) (2,328) (1,095)
Closing fair value of plan assets 29,609 28,231 27,242 26,248

35. CATEGORIES OF FINANCIAL INSTRUMENTS

Financial assets

GROUP COMPANY
In 000´s Euros
Available-for-sale investments
31/12/2008
927
31/12/2007
927
31/12/2008
927
31/12/2007
927
Trade and other receivables (including
cash and cash equivalents)
309,387 409,464 213,581 325,795
Financial liabilities
GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Bank loans 670,790 721,751 559,250 616,276
Trade and other payables 291,043 344,677 257,744 317,914
Deferred income 7,055 5,236 7,055 5,236

36. MANAGEMENT OF FINANCIAL RISKS

a. Capital risk management

The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt to equity ratio. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 21, cash and cash equivalents in note 20 and equity attributable to equity holders of the Parent Company, comprising issued capital, share premium, reserves and retained earnings as disclosed in notes 24, 25, 26 and 27 respectively. The Group's management reviews the capital structure on a frequent basis. As a part of this review, management considers the cost of capital and the risks associated with each class of capital. The Group's intention is to balance its overall capital structure through the payment of dividends, as well as the issue of new debt or the repayment of existing debt.

Gearing Ratio

The Group's management reviews the capital structure on a frequent basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital.

The gearing ratio at the year end was as follows:

GROUP COMPANY
In 000´s Euros 31/12/2008 31/12/2007 31/12/2008 31/12/2007
Bank loans
Cash and cash equivalents
Net debt
670,790
(9,208)
661,582
721,751
(13,743)
708,008
559,250
(7,982)
551,268
616,276
(10,634)
605,642
Equity 309,586 363,738 314,360 371,533
Net debt to equity ratio 2.14 1.95 1.75 1.63

b. Financial risk management

The Group's Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, considers and monitors the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Treasury function reports on a frequent basis to the Group's management that monitors risks and policies implemented to mitigate risk exposures.

c. Market risk

Due to the nature of its activities the Group is exposed primarily to the financial risks of changes in foreign currency exchange rates (see (d) below), interest rates (see (e) below) and to the volatility of oil prices mainly due to the obligation to maintain certain level of inventories. The Company addresses the fluctuation of oil prices by monitoring the inventory levels to the possible minimum. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk. Considering the extremely adverse conditions in the oil refining and trading sector prevailing, in particular, during the fourth quarter of 2008, the delivery of profitability at Group level and Company level is regarded adequate.

d. Foreign currency risk

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations may arise. In addition, due to the use of the international Platts prices in USD for oil purchases/sales, the exchange rate of EUR/USD is a very important factor for the Company's profit margins. It is the strategy of the Group to minimize foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.

In addition to the above there is a part of the Company's liabilities expressed in CHF which are considered not having a material risk since their amount is not material.

e. Interest rate risk

The Group has access to various major domestic and international financial markets and manages to succeed borrowings with very competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rates fluctuations.

Had the current interest rates been 50 basis points higher/lower and all other variables were kept constant, the Group's profit for the year ended 31 December 2008 would have decreased/increased by approximately € 3.25 million.

f. Credit risk

The Group's credit risk is primary attributable to its trade and other receivable as cash and cash equivalents are deposited with well known banks.

The Company's trade receivables are significantly concentrated, due to a limited number of customers comprising a high percentage of the trade receivable balances. Most of them are international well known oil companies and consequently the credit risk is very limited. None of them exceeds the 10%, of the total year to date sales revenue, during the year. The Group companies have signed contracts with their clients, where the product prices are determined according to the corresponding current prices in the international oil market during the year of transactions. In addition the Company, as a policy, obtains letters of guarantee from its clients in order to secure its receivables or has mortgages, which as at 31/12/2008 amounted to € 24,295 thousand. As far as receivables of "Avin Oil S.A" are concerned these are spread in a wide base of customers and consequently there is no material concentration and the credit risk is very limited.

g. Liquidity risk

Liquidity risk is managed through the proper combination of cash and cash equivalents and the bank loan facilities granted, used or unused. In order to address such risks, the Group's management is in the position to monitor the balance of cash and cash equivalents and to ensure available bank loans facilities. The Group expects to maintain current debt to equity ratio, approximately at the level of "2". (Group: 2008: 2.17 2007:1.98 – Company: 2008: 1.78 2007: 1.66)

The following tables present the Group's remaining contractual maturity for its financial liabilities:

GROUP
2008
In 000´s Euros Weighted
average
effective
interest
rate
0-6
months
6-12
months
1-5 years 5 + years Total
Trade & other
payables
- 291,043 - - - 291,043
Finance leases 6.73% 98 101 450 - 649
Bank loans 4.88% 378,720 15,000 276,421 - 670,141
Total 669,861 15,101 276,871 - 961,833
GROUP
2007
In 000´s Euros Weighted
average
effective
interest
rate
0-6
months
6-12
months
1-5 years 5 + years Total
Trade & other
payables
- 344,677 - - - 344,677

Finance leases 6.08% 94 94 649 - 837

Bank loans 5.38% 425,770 19,673 275,471 - 720,914

Total 770,541 19,767 276,120 - 1,066,428

47

The following tables present the Company's remaining contractual maturity for its financial liabilities:

COMPANY
2008
In 000´s Euros Weighted
average
effective
interest
0-6 6-12
rate months months 1-5 years 5 + years Total
Trade & other
payables
- 257,744 - - - 257,744
Finance leases
6.73% 98 101 450 - 649
Bank loans 4.70% 317,020 15,000 226,581 - 558,601
Total 574,862 15,101 227,031 - 816,994
COMPANY
2007
In 000´s Euros Weighted
average
effective
interest
rate
0-6
months
6-12
months
1-5 years 5 + years Total
Trade & other
payables
- 317,914 - - - 317,914
Finance leases 6.08% 94 94 649 - 837
Bank loans 5.36% 354,968 15,000 245,471 - 615,439
Total 672,976 15,094 246,120 - 934,190

Hadjipavlou Sofianos & Cambanis S.A.

Assurance & Advisory Services

250 - 254 Kifissias Ave. GR - 152 31 Halandri Athens, Greece

Tel.: +30 (210) 6781.100 Fax: +30 (210) 6776.221-2 www.deloitte.gr

TRANSLATION

IINDEPENDENT AUDITOR'S REPORT

To the Shareholders of Motor Oil (Hellas) Corinth Refineries S.A.

Report on the Financial Statements

We have audited the accompanying financial statements of Motor Oil Hellas Corinth Refineries S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group"), which comprise the stand alone and the consolidated balance sheet as at December 31, 2008, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as these were adopted by the European Union. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Greek Auditing Standards which are harmonised with the International Standards on Auditing. Those standards require that we comply with ethical standards and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

TRANSLATION

Independent Auditor's Report - Continued

Auditor's Responsibility - Continued

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making this risk assessment, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying stand alone and consolidated financial statements present fairly, in all material respects, the financial position of the Company and that of the Group as of December 31, 2008, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as these were adopted by the European Union.

Report on Other Legal Requirements

We have agreed and confirmed the content and consistency of the Directors' Report to the accompanying stand alone and consolidated financial statements according to the provisions of the article 43a , 107 and 37 of the Codified Law 2190/1920.

Athens, February 24, 2009

The Certified Public Accountant George D. Cambanis Reg. No. SOEL: 10761 Deloitte. Hadjipavlou Sofianos & Cambanis S.A. 250 – 254 Kifissias Avenue 152 31 Chalandri Reg. No. SOEL: E. 120

PREF.REG. No. 1482/06/B/86/26

HEADQUARTERS: 12A IRODOU ATTIKOU STR.,151 24 MAROUSSI

FIGURES AND FINANCIAL INFORMATION FOR THE YEAR FROM 1 JANUARY 2008 TO 31 DECEMBER 2008

(Published in terms of Codified Law 2190 article 135, for companies that prepare company and or group annual financial statements, in accordance with the IFRS)

The financial data and information below provide general information about the financial position and the results of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and the Group. Readers requiring full information on the financial position and results should refer to the annual financial statements, prepared in accordance with International Financial Reporting Standards, as well as with the auditor's report. Indicatively, readers may visit the company's website where the above mentioned information can be

found.
INFORMATION ABOUT THE COMPANY INCOME STATEMENT GROUP COMPANY
Amounts in thd Euro Amounts in thd Euro
Authority: Ministry of Development 01.01-31.12.2008 01.01-31.12.2007 01.01-31.12.2008 01.01-31.12.2007
Company's website: www.moh.gr Turnover 5,505,365 4,069,996 5,057,751 3,719,133
Board of Directors: Chairman and Managing Director: Vardis J. Vardinoyannis, Gross profit 241,730 271,687 189,283 224,920
Vice-Chairman: Ioannis V. Vardinoyannis, Panagiotis N. Kontaksis, Deputy Managing Directors: Ioannis N. Kosmadakis, Petros Profit before taxes and interest 138,524 245,999 129,668 240,397
T.Tzannetakis, Members: Demosthenes N. Vardinoyannis, Nicolaos Th. Vardinoyannis, George P. Alexandridis, Eleni - Maria L. Profit before taxes 102,380 205,986 99,356 208,412
Theodoroulakis, Konstantinos V. Maraveas, Antonios Ch. Theocharis, Despina N. Manoli Profit after taxes 78,406 149,857 75,767 154,683
Date of approval of the Financial Statements: February 23, 2009 Attributable to:
The certified auditor: George D. Cambanis Shareholders 78,406 149,857 75,767 154,683
Auditing company: Deloitte.
Auditors report: Unqualified opinion Net profit per share - basic (in Euro) 0.7077 1.3527 0.6839 1.3963
Proposed dividend per share - (in Euro) 0.6000 1.2000
BALANCE SHEET Profit before taxes, interest and depreciation 190,345 296,380 176,824 286,316
GROUP COMPANY
Amounts in thd Euro Amounts in thd Euro CASH FLOW STATEMENT
31.12.2008 31.12.2007 31.12.2008 31.12.2007 Indirect Method GROUP COMPANY
ASSETS Amounts in thd Euro Amounts in thd Euro
Property, plant and equipment 759,137 731,123 713,043 687,174 Operating activities 01.01-31.12.2008 01.01-31.12.2007 01.01-31.12.2008 01.01-31.12.2007
Other intangible assets 23,795 20,635 916 1,229 Profit Before Taxes 102,380 205,986 99,356 208,412
Other non-current assets 22,428 19,436 45,188 42,428 Plus / (Less) adjustments for:
Inventories 235,529 346,213 233,705 339,916 Depreciation 52,513 50,381 47,849 45,919
Trade receivables 261,624 365,200 175,445 294,106 Provisions (4,734) 6,129 (4,621) 3,896
Other current assets 47,763 44,264 38,136 31,689 Exchange Differences 7,841 (36,170) 7,761 (36,091)
TOTAL ASSETS 1,350,276 1,526,871 1,206,433 1,396,542 Investment Income (Expenses) (2,080) (1,616) (1,386) (4,500)
TOTAL EQUITY AND LIABILITIES Interest and Related Expenses 39,871 42,188 32,878 37,038
Share Capital 33,235 33,235 33,235 33,235 Changes in Working Capital:
Other Shareholders' Equity 276,351 330,503 281,125 338,298 Decrease / (Increase) in Inventories 110,684 (158,691) 106,210 (157,794)
Total Shareholder' Equity (a) 309,586 363,738 314,360 371,533 Decrease / (Increase) in Receivables 97,878 (76,804) 116,985 (66,533)
Minority Interests (b) 0 0 0 0 (Decrease) / Increase in Payables (excluding banks) (47,012) 216,354 (52,681) 210,145
Total Equity (c) = (a) + (b) 309,586 363,738 314,360 371,533 Less:
Non-current bank liabilities 276,871 276,120 227,031 246,120 Interest and Related Expenses Paid (39,209) (42,400) (32,903) (37,300)
Other non-current liabilities 74,086 76,090 70,308 70,241 Taxes Paid (43,260) (38,421) (43,260) (35,803)
Current bank liabilities 393,919 445,631 332,219 370,156 Net cash (used in) / from operating activities (a) 274,872 166,936 276,188 167,389
Other current liabilities 295,814 365,292 262,515 338,492 Investing activities
Total Liabilities (d) 1,040,690 1,163,133 892,073 1,025,009 (Increase) / Decrease of interest in subsidiaries and assosiates (4,115) (430) (4,044) (150)
TOTAL LIABILITIES & Purchase of Tangible and Intangible Assets (78,415) (51,365) (71,727) (41,828)
SHAREHOLDERS' EQUITY (c) + (d) 1,350,276 1,526,871 1,206,433 1,396,542 Proceeds from the Sale of Tangible and other Intangible Assets 211 127 0 0
Interest received 1,248 1,368 1,168 1,285
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Dividends received 196 0 360 3,317
GROUP COMPANY Net cash (used in) / from investing activities (b) (80,875) (50,300) (74,243) (37,376)
Amounts in thd Euro Amounts in thd Euro Financing activities
31.12.2008 31.12.2007 31.12.2008 31.12.2007 Proceeds from Loans 1,390,991 740,538 1,126,208 617,790
Equity opening balance Repayments of Loans (1,456,396) (724,629) (1,197,678) (616,115)
(01.01.2008 and 01.01.2007 respectively) 363,738 341,281 371,533 344,250 Repayments of finance leases (187) (187) (187) (187)
Profit after taxes 78,406 149,857 75,767 154,683 Dividends Paid (132,940) (127,400) (132,940) (127,400)
Dividends paid (132,940) (127,400) (132,940) (127,400) Net cash (used in) from financing activities (c) (198,532) (111,678) (204,597) (125,912)
Other equity movements 382 0 0 0 Net increase / (decrease) in Cash and Cash Equivalents (a)+(b)+(c) (4,535) 4,958 (2,652) 4,101
Equity closing balance Cash and Cash Equivalents at Beginning of the Year 13,743 8,785 10,634 6,533
(31.12.2008 and 31.12.2007 respectively) 309,586 363,738 314,360 371,533 Cash and Cash Equivalents at Year End 9,208 13,743 7,982 10,634

FURTHER INFORMATION

1. Please refer to note 15 of the financial statements, for the companies included in the consolidation (including their place of incorporation, percentage share holding and method of consolidation).

2. On November 20, 2008 a new company "ELECTROPARAGOGI SOUSAKI SA" was established with a share capital of Euro 110.000, where the Group holds 70% (note 28 of the financial statements). The companies "BRODERICO LTD", " AVIN ALBANIA S.A." and "ELECTROPARAGOGI SUSAKI S.A." are included in the consolidated financial statements at cost due to their insignificance and because they are dormant (note 15 of the financial statements). The only change in the companies consolidated and the consolidation method from the previous period and the comparative last year is "KORINTHOS POWER S.A." that was included with the net equity method while now is fully consolidated due to the reaquisition of the 70% stake from "IBERDROLA S.A." on October 22, 2008 (note 28 of the financial statements).

3. There are legal claims by third parties against the Group amounting to approximately Euro 15.1 million (relating to the Company). There are also legal claims of the Group against third parties amounting to approximately Euro 73.3 million (Company: approximately Euro 63.6 million). For all above mentioned cases, the final outcome cannot be currently estimated. We do not expect material liabilities to arise from the non tax audited fiscal years. Total provisions accounted for the Group are as follows: a) provision for doubtful debts Euro 4,587 thousand (Company: Euro 0 thousand),and b) provision for staff leaving indemnities Euro 38.507 thousand (Company: Euro 36.790 thousand).

4. The unaudited, by the Tax Authorities, fiscal years of the Group and the Company are mentioned in note 29 of the financial statements.

5. As at December 31, 2008 the Group's personnel headcount amounts to 1,489 (31.12.2007: 1,485) and the Company's personnel headcount amounts to 1,271 (31.12.2007: 1,267).

6. On November 3, 2008 the companies MYTILINEOS HOLDINGS S.A. and MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. agreed to cooperate through the company KORINTHOS POWER S.A. for the construction, operation and utilization of a combined cycle power production plant fuelled with natural gas. The percentage stake of MOTOR OIL (HELLAS) S.A. in KORINTHOS POWER will be 35%. The above are subject to the approvals by the relevant competent authorities (Ministry of Development, Hellenic Competition Commission) while we already have the positive opinion by the Regulatory Authority for Energy.

7. The amount of Euro 382 thousand in net equity concerns the share of the Group recognized directly as income in the equity movement of "OLYMPIC FUEL COMPANY S.A.".

8. Transactions and balances of the Group and the Company with related parties according to IAS 24 in Euro thousand:

GROUP COMPANY
INCOME 143,314 718,230
EXPENSES 8,874 8,224
RECEIVABLES 4,932 22,010
PAYABLES 265 234
OTHER BENEFITS & REMUNERATION OF BoD MEMBERS AND TOP MANAGEMENT 2,775 2,478
RECEIVABLES FROM BoD MEMBERS AND TOP MANAGEMENT 0 0
PAYABLES TO BoD MEMBERS AND TOP MANAGEMENT 0 0

CHAIRMAN OF THE BoD AND MANAGING DIRECTOR VARDIS J. VARDINOYANNIS

I.D. No K 011385/82

Maroussi, February 23, 2009

DEPUTY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

PETROS T. TZANNETAKIS I.D. No R 591984/94

CHIEF ACCOUNTANT THEODOROS N. PORFIRIS I.D. No R 557979/94 E.C.G. Licence No. 0018076 A' Class

YEAR 2008 INFORMATION BULLETIN

The present document contains all the information required by article 10 of the Law 3401/2005 which MOTOR OIL (HELLAS) S.A. publicized during the fiscal year 2008. Pursuant to paragraph (a) of article 1 of the Hellenic Capital Market Commission decision 7/448/11.10.2007, this document forms part of the Year 2008 Financial Report of the Company which is provided for by article 4 of the Law 3556/2007.

The full text of the announcements is available at the website of MOTOR OIL (HELLAS) S.A. at the electronic address www.moh.gr at the particular menu options as these are indicated through reference numbers at the right hand column of the table on the next page.

The menu options corresponding to the reference numbers are presented hereunder:

Note Company Website Menu Options (http://www.moh.gr/)
1 Investor Relations / Announcements – Press Releases / Other Issues
2 Corporate News / News
3 Investor Relations / Financial Information / Full Year Financial Reports
4 Investor Relations / Annual Report
5 Investor Relations / Announcements – Press Releases / General Shareholders' Meetings
6 Investor Relations / Announcements – Press Releases / Dividend
7 Investor Relations / Dividend per Share & Record Dates
8 Investor Relations / Financial Information / Quarterly Financial Statements
9 Investor Relations / Financial Information / Half Year Financial Reports

YEAR 2008 STOCK EXCHANGE ANNOUNCEMENTS Note

January 8, 14, 21, Announcement regarding Stock Exchange transactions with subject Company shares
22, 23, 24 & 29 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
January 29 Award of the construction project of the new Crude Distillation Unit 1
February 20 Year 2008 Financial Calendar 2
Announcement regarding Stock Exchange transactions with subject Company shares
February 26 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
February 28 Publication of Year 2007 Financial Results 3
Announcement regarding Stock Exchange transactions with subject Company shares
March 4 & 18 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
March 5 Annual Briefing to Analysts
March 20 Year 2007 Information Bulletin
May 5 Invitation to the Annual Ordinary General Shareholders' Meeting (May 29, 2008)
May 9 Year 2007 Annual Report
May 16 Proposed Amendments to Articles of Association (A.G.M. May 29, 2008) 5
May 16 Acknowledgment of publication date of Q1 2008 Financial Results 2
May 29 Payment of Dividend Remainder amount for the year 2007
Publication of Q1 2008 Financial Results
6, 7
8
May 30 Decisions of the Annual General Shareholders' Meeting of May 29, 2008 5
June 2 Organization of the new Board of Directors as a Body Corporate 1
Announcement regarding Stock Exchange transactions with subject Company shares
June 17 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
June 20 Agreement to repurchase stake in KORINTHOS POWER S.A. 1
Announcement regarding Stock Exchange transactions with subject Company shares
July 1 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
August 8 Acknowledgment of publication date of H1 2008 Financial Results
Announcement regarding Stock Exchange transactions with subject Company shares
August 18, 22, 25
& 28
effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)
August 28 Publication of H1 2008 Financial Results 9
September 4, 8, Announcement regarding Stock Exchange transactions with subject Company shares
11, 12, 16, 18, 19, effected by persons and/or legal entities falling under such acknowledgment obligation 1
24, 25, 26 & 30 (Laws 3556/2007 and 3340/2005)
September 11 Expiration of the five-year period for the collection of the year 2002 dividend 6
October 1 Appointment of new Board member 1
October 1, 3, 6, 8, Announcement regarding Stock Exchange transactions with subject Company shares
9, 13, 17, 20, 21, effected by persons and/or legal entities falling under such acknowledgment obligation 1
22, 24, 27 & 29
October 6
(Laws 3556/2007 and 3340/2005)
Reply to the Athens Exchanges letter
1
October 23 Conclusion of repurchase of stake in KORINTHOS POWER S.A. 1
October 29 Acknowledgment of publication date of 9M 2008 Financial Results 2
November 3 Signing of co-operation agreement with MYTILINEOS HOLDINGS S.A. 1
Publication of 9M 2008 Financial Results 8
November 11 Distribution of Interim Dividend for the year 2008 – Financial Calendar 6, 7
November 12 Company Presentation at the Association of Greek Institutional Investors
November 13 Payment of Interim Dividend for the year 2008
Announcement regarding Stock Exchange transactions with subject Company shares 6, 7
December 29 effected by persons and/or legal entities falling under such acknowledgment obligation 1
(Laws 3556/2007 and 3340/2005)

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