MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

G.E.MI. 272801000

Prefecture of Attica Registration Nr 1482/06/ Β /86/26

Headquarters: Irodou Attikou 12 Α , 151 24 Maroussi Attica

ANNUAL FINANCIAL REPORT APRIL 2023 FOR THE FISCAL YEAR 2022 TABLE OF CONTENTS: DECLARATION OF THE BoD REPRESENTATIVES DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT (L.4548/2018) AUDIT COMMITTEE REPORT ANNUAL FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT

DECLARATION BY 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, 2022, which have been prepared in accordance with the applicable accounting standards, truly present the assets, the liabilities, the shareholders’ equity and the statement of comprehensive income 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, April 10th, 2023

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(ACCORDING TO ARTICLE 4 OF THE LAW 3556/2007)

ON THE FINANCIAL STATEMENTS OF

“MΟΤΟ R Ο IL ( H Ε LL Α S ) CORINTH REFINERIES S. Α . ”

AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP

FOR THE YEAR ENDED 31 DECEMBER 2022

(01.01.2022 – 31.12.2022)

REVIEW OF OPERATIONS

The Group financial figures for the fiscal year 2022 compared to the fiscal year 2021 are presented hereunder:

(*) Includes government grants amortization Euro 2,480 thousand for 2022 and Euro 2,552 thousand for 2021.

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(*) Includes government grants amortization Euro 580 thousand for 2022 and Euro 834 thousand for 2021.

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 combination 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 it is in a position to respond to any exceptional or unpredictable conditions meeting the demand in the domestic and the international market with imports of products.

The breakdown of Group turnover by geographical market (Domestic – Foreign) and type of activity (Refining – Trading) as well as sales category in Metric Tons–Euros is presented hereunder:

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In 2022 the turnover of the Group reached Euro 16,630.8 million compared to Euro 10,266.6 million in 2021 which represents an increase of 61.99%. This development is attributed to the increase of the average prices of petroleum products (denominated in US Dollars) by 51.53% and the strengthening of the US Dollar against the Euro (average parity) by 10.97% taking into account that the greatest part of the sales volume of the parent company concerns exports invoiced in US Dollars (average exchange rate in 2022: 1€ = 1.0530 USD compared to 1€ = 1.1827 USD in 2021). Part of it was offset by the reduction of the sales volume by 2.32%.

Moreover, the increase of the rendering of services revenue also contributed to the increase in the turnover of the Group. Most of this type of revenue concerns the activities of the companies MOTOR OIL RENEWABLE ENERGY SIGNGLE MEMBER S.A. Group, NRG S.A., OFC AVIATION FUEL SERVICES A.E as well as warehousing and related services of the parent Company.

The breakdown of the consolidated sales volume confirms the solid exporting profile of the Group considering that export and bunkering sales combined accounted for 79.48% of the aggregate sales volume of 2022 compared to 79.24% in 2021, as well as the high contribution of refining activities (85.94% of the aggregate sales volume of 2022 compared to 80.18% in 2021).

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In 2022 the turnover of the Company reached Euro 12,241.9 million compared to Euro 7,154 million in 2021 which represents an increase of 71.12%. This development of the turnover of the Company is attributed to the impact of the same parameters which influenced the development of the turnover at Group level and which have already been mentioned. The volume of Company sales decreased by 2,44% in fiscal 2022 compared to fiscal 2021.

The breakdown of the Company sales volume confirms the solid exporting profile of the Refinery considering that export and bunkering sales combined accounted for 84.96% of the aggregate sales volume of 2022 compared to 85.42% in 2021, as well as the high contribution of refining activities (95.50% of the aggregate sales volume of 2022 compared to 88.46% in 2021).

Revenues from services concern storage fees and related services as the Company invests significant funds in the construction of storage tanks (please see section 4. Capital Expenditure ).

The international average prices of 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 2021 – 2022 are presented hereunder. On average, the prices of petroleum products increased by 51.53% and the respective crude prices by 42.25%.

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The sales of the Company per product as well as the Refinery production per product ( both in thousand Metric Tons ) during the period 2021– 2022 are presented hereunder:

A breakdown of the aggregate volume of crude oil and other r aw materials processed by the Company during fiscal 2022 compared to the respective volume processed during fiscal 2021 is presented next:

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

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The breakdown of the Cost of Sales at consolidated level per type of activity (refining–trading–services) is presented hereunder:

The Gross Profit (before depreciation) at Company level in 2022 amounted to Euro 1,572,068 thousand compared to Euro 416,497 in 2021 denoting an increase of 277.45%. The above development is attributed to the fact that the consolidated turnover increased at a higher rate (71.12%) compared to the Cost of Sales (before depreciation) (increased by 58.37%).

It is noted that the Gross Profit of the Company was positively affected by the exceptionally strong refining margins especially in middle distillates (diesel, jet) (the table below depicts the development of the Company Gross Profit Margin in USD per Metric Ton for 2022 and 2021) combined with the increase in the refining sales volume and the positive impact of the inventory valuation (indicatively the price of Brent rose from USD 77.03/bbl on 31.12.2021 to USD 81.33/bbl on 31.12.2022).

3. Administrative and Selling Expenses ( before depreciation )

The Operating expenses (Administrative and Selling) at Group level increased in 2022 by Euro 146,605 thousand (or 53.55%) while at Company level increased by Euro 89,936 thousand (or 129.11%) compared to the corresponding period of 2021.

4a. Other Income (Expenses)

Other income concerns mainly rentals, commissions as well as income from trademark usage rights.

At Group level other income amounted to Euro 18,052 thousand in 2022 compared to Euro 15,522 thousand in 2021, whilst at Company level it amounted to Euro 3,386 thousand for 2022 compared to Euro 2,111 thousand for 2021.

4b. Other Gains/(Losses)

Other Gain/(Loss) concerns mainly foreign exchange gains or losses which relate to the net difference which evolves from receivables and payables denominated in foreign currency as well as bank deposits kept in foreign currency.

In 2022 the Group recorded losses Euro 15,512 thousand compared to losses Euro 7,647 thousand in 2021.

The Company recorded losses Euro 20,139 thousand in 2022 compared to losses Euro 7,008 thousand in 2021.

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Subsequent to the above developments at Gross Margin level and at Operating Income & Expenses level, the EBITDA of the Group in 2022 was Euro 1,692,920 thousand compared to Euro 489,580 thousand in 2021 (increased by 245.79%). Likewise, the EBITDA of the Company was Euro 1,395,719 thousand compared to Earnings Euro 341,940 thousand in 2021 (increased by 308.18%).

6. Income from Investments – Financial Expenses

The financial results at Group level concern income of Euro 45,020 thousand in 2022 compared to expenses of Euro 62,174 thousand in 2021 increased by Euro 107,194 thousand or 172.41%. A breakdown of this variation is presented in the table below:

The ‘‘Share of profits from Associates” amount of Euro 143,377 thousand in 2022 concerns the share of the Group in the combined financial results of the companies: ELLAKTOR S.A., KORINTHOS POWER S.A., TALLON COMMODITIES LIMITED, TALLON PTE LIMITED, SHELL & MOH AVIATION FUELS A.E., RHODES - ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. and THERMOILEKTRIKI KOMOTINIS S.A. which are consolidated under the net equity method. The larger sums concern the Group's proportion in the profits of ELLAKTOR S.A. (Euro 67 million), KORINTHOS POWER S.A. (Euro 32.3 million) and SHELL & MOH AVIATION FUELS A.E. (Euro 7.4 million). Moreover, the above amount of Euro 143,377 thousand includes gains of Euro 35,409 thousand from the loss of control due to the sale of the 50% stake of MEDIAMAX HOLDINGS LIMITED in ALPHA SATELLITE TELEVISISION S.A. (for additional information for the said transaction please refer to section 5. GROUP STRUCTURE – SUBSIDIARIES & AFFILIATED COMPANIES ).

For 2021, the amount of Euro 18,000 thousand (Profits from Associates) relates to the share of the Group in the combined financial results of the companies: KORINTHOS POWER S.A., SHELL & MOH AVIATION FUELS S.A., TALLON COMMODITIES LIMITED, TALLON PTE LTD, RHODES - ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A., THERMOILEKTRIKI KOMOTINIS S.A. and GREEN PIXEL PRODUCTIONS S.A. consolidated under the net equity method. The greater part of the above amount (Euro 14.9 million) relates to the share of the Group in the earnings of KORINTHOS POWER S.A

The ‘‘Income from Participation and Investments’’ of Euro 644 thousand and Euro 508 thousand in fiscal 2022 and 2021 respectively, relates to the dividend collected by the 100% subsidiary company (indirect participation) IREON VENTURES LTD.

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For 2022 the “Investment income” amount of Euro 11,158 thousand concerns dividends from the companies TALLON COMMODITIES LIMITED (Euro 450 thousand), OFC AVIATION FUEL SERVICES S.A. (Euro 1,708 thousand) and CORAL S.A. (Euro 7,000 thousand) and LPC S.A. (Euro 2,000 thousand) (please see section “Related Party Transactions”).

For 2021 the “Investment income” amount of Euro 1,425 thousand concerns dividends from the companies TALLON COMMODITIES LIMITED (Euro 936 thousand) and OFC AVIATION FUEL SERVICES S.A. (Euro 489 thousand).

The increased interest income in 2022 compared to 2021, at a consolidated and parent company level, is attributed to the escalation of USD deposit rates compared to the corresponding ones of 2021, given that the parent company MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. keeps high deposits in US dollars.

With regards to the transactions in financial derivatives, in 2022 the Group recorded losses of Euro 32,881 thousand (compared to losses Euro 4,668 in 2021) and the Company losses Euro 108 thousand (compared to losses Euro 2,278 thousand in 2021). The above figures concern the net result from the transactions in financial derivatives and the mark to market valuation of derivatives at Fair Value through Profit or Loss (FVTPL).

7. Depreciation

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

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

The above figures include depreciation of rights of use assets due to the implementation of IFRS 16 since 1.1.2019.

8. Earnings (Losses) before Tax

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The Earnings before Tax of the Company in 2022 amounted to Euro 1,303,634 thousand compared to Earnings before Tax of Euro 241,369 thousand in 2021.

9. Income Tax Expenses

Current corporate income tax is calculated at 22% on taxable profit plus temporary solidarity contribution at a rate of 33% on the taxable profits of the fiscal year 2022, which are above a 20% increase of the average taxable profits in the four fiscal years starting on or after January 1st 2018. For the relevant comparative period 1/1–31/12/2021 the tax rate was 22%.

There are on-going tax audits of the company BUILDING FACILITY SERVICES S.A. for the fiscal years 2016 and 2017, of the company NRG SUPPLY AND TRADING SINGLE MEMBER S.A. for the fiscal years 2018 and 2019, of the company AVIN OIL SINGLE MEMBER S.A. for 2017 and 2018, of the company CORAL GAS A.E.B.E.Y. for 2017 and 2018, of the company CORAL S.A. for 2017 (with order to proceed for fiscal years 2018, 2019 and 2020), of the company MORE S.A. for 2018 and 2019, of the company ANEMOS MAKEDONIAS S.A. for 2016 and 2017, of the company AIOLIKI HELLAS S.A. for 2016 and 2017 and of the company AIOLIKO PARKO AETOS S.A. for 2019 and 2020. It is not expected that material liabilities will arise from these tax audits.

For the fiscal years 2017, 2018, 2019, 2020 and 2021, Group companies that selected tο undergo a tax compliance audit by the statutory auditors, have been audited by the appointed statutory auditors in accordance with the articles 82 of L.2238/1994 and 65A of L.4174/13 and the relevant Tax Compliance Certificates have been issued. In any case and according to Circ.1006/05.01.2016 these companies, for which a Tax Compliance Certificate has been issued, are not excluded from a further tax audit, if requested by the relevant tax authorities. Therefore, the tax authorities may carry out their tax audit as well within the period dictated by the law. However, the Group’s management believes that the outcome of such future audits, should these be performed, will not have a material impact on the financial position of the Group or the Company.

10. Earnings (Losses) after Tax

The Earnings after Tax of the Group in 2022 amounted to Euro 967,209 thousand compared to Earnings after Tax of Euro 202,363 thousand in 2021.

The Earnings after Tax of the Company in 2022 amounted to Euro 735,003 thousand compared to Earnings after Tax of Euro 183,166 thousand in 2021.

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Share Price Data

The closing price of the share of MOTOR OIL (HELLAS) S.A. on 30 December 2022 was Euro 21.82 which is 58 .69 % higher compared to the closing price on 31 December 2021. At its highest, the price of the share reached Euro 21 .90 ( 29 October 2022) and at its lowest it stood at Euro 12.81 (10 March 2022). The Volume Weighted Average Price ( VWAP ) of the share was Euro 16.56 which corresponds to a market capitalization of the Company of Euro 1,834.91 million. The market capitalization of the Company as of 31 December 2022 amounted to Euro 2,417.28 million.

Compared to the Athens Exchange (ATHEX) the share of MOTOR OIL outperformed the ATHEX Composite Index by a significant margin considering that the close of the latter as at 30 December 2022 was 929.79 units which is 4.08 % higher than its respective close on 31 December 2021.

On average 160,355 Company shares were traded daily which represents 0.14% on the number of outstanding Company shares and 0.28% on the number of Company shares regarded as free float . The average daily turnover amounted to Euro 2,644.3 thousand .

During the year as a whole 39,607,574 Company shares were traded corresponding to 35 .75% on the number of outstanding Company shares and 68.00 % on the number of Company shares regarded as free float .

Implementation of share buyback program - granting of Own Shares

▪ From January 3 rd , 2022 until May 27 th , 2022, by virtue of the relevant decision 1 of the Annual Ordinary General Assembly dated June 17 th , 2020, 361,112 Company shares were acquired through the ATHEX Member PIRAEUS SECURITIES at an average price of 14.924 €/share. On May 27 th , 2022 the said buyback program was terminated, during which the Company acquired an aggregate of 944,250 own shares at an average purchase price of 13.52 €/share.

▪ By decision of the Annual Ordinary General Assembly dated June 30 th , 2022, the granting of 200,000 treasury shares to the Executive Board Members in accordance with the provisions of article 114 of the Law 4548/2018 was approved. More specifically, the shares were transferred free of payment to the personal S.A.T. accounts of the three executive Directors on July 5 th , 2022.