2002 ANNUAL REPORT

DISCLAIMER The translation in the present English version of the Annual Report of year 2002 of MOTOR OIL is unofficial. Should there be any differences between the content of the two versions (Greek, English) of the Annual Report of year 2002 of MOTOR OIL it is the Greek version which will prevail.

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T A B L E OF C O N T E N T S

1 INFORMATION CONCERNING THIS ANNUAL REPORT 4

2 SHAREHOLDERS´ RIGHTS

2.1 General 5 2.2 Dividend Taxation 7

3 MARKET INFORMATION AND STRUCTURE

3.1 Structure of the Greek Oil Refining Market 8 3.2 Regulatory Framework 8 3.3 Recent Developments in the World Oil Market 11

4 COMPANY PROFILE

4.1 General Information 12 4.2 Background 14 4.3 Company Activity 15 4.4 Fixed Assets 16 4.5 Sale & Distribution Network - Customers 17 4.6 Share Capital 18 4.7 Own Capital & Reserves – Share Book Value 19 4.8 Shareholders 19 4.9 Company Administration and Management 20 4.10 Organization Chart 22 4.11 Personnel 23 4.12 2000 – 2002 Capital Expenditure 24 4.13 Uses of Proceeds 26 4.14 MOTOR OIL and Society 27

5 PERFORMANCE REVIEW

5.1 Company Activities 30 5.2 Company Turnover and Earnings´ Review 2000 - 2002 33 5.3 Company Balance Sheet Statements´ Review 2000 - 2002 38 5.4 Sources and Uses of Funds 46 5.5 Company Key Financial Ratios 47 5.6 Company Cash Flow Statements 50 5.7 Share Market Price Review 50 5.8 Consolidated Financial Statements 51

6 AFFILIATED COMPANIES - PARTICIPATIONS

6.1 Subsidiaries 59 6.2 Affiliated Companies and Other Participations 63 6.3 Companies Participating in MOTOR OIL HELLAS 65 2 / 149

6.4 Participation of Principal Shareholders and of Board of Directors Members in the management and/or share capital of 67 other companies 6.5 Intercompany Transactions 69

7 FUTURE GOALS

7.1 Goals –Strategy 70 7.2 Prospects 71

8 DIVIDEND POLICY 73

9 APPENDIX MOTOR OIL (HELLAS) – Corinth Refineries S.A. Auditors´ Opinion & MOTOR OIL Board of Directors Management Report for 2002 Auditors´ Opinion & MOTOR OIL Board of Directors Management Report for 2002 (Consolidated Balance Sheet Statement) MOTOR OIL Cash Flow Statements 2001-2002 – Consolidated and Non Consolidated

AVIN OIL S.A. Auditors´ Opinion & AVIN OIL Board of Directors Management Report for 2002

The data of the following sections are available at the MOTOR OIL´s site www.moh.gr at the menu option Investor Relations MOTOR OIL Yearly Financial Statements 2000 – 2002 MOTOR OIL Yearly Consolidated Accounting Financial Statements 2000 – 2002 MOTOR OIL Use of Share Capital Increase Proceeds 2002 MOTOR OIL Quarterly Financial Statements 2002 MOTOR OIL Quarterly Consolidated Financial Statements 2002 AVIN OIL Yearly Financial Statements 2000 – 2002

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1. INFORMATION ON THIS ANNUAL REPORT AND ON COMPANY AUDITORS

This Annual Report contains all the information and financial data needed for a correct assessment of the property, the activities, the financial position and the earnings and prospects of the Company “MOTOR OIL (HELLAS) CORINTH REFINERIES” (henceforth called the “Company” or “MOTOR OIL”), on the part of investors and their investment consultants.

Investors interested in additional pieces of information may inquire during working days and hours with:

Messrs. Spyros Balezos and Themis Iriotis of the Investor Relations Department at Company Headquarters, 12A Irodou Attikou str., Marousi 151 24, (tel.: 210-8094042).

This Annual Report was written and distributed in accordance with decision 5/204/14.11.2000 of the Hellenic Capital Market Commission.

The following persons are responsible for the writing of this Report and the accuracy of the data contained herein:

Petros Tzannetakis, Finance Director and Member of the Company’s Board of Directors, 12A Irodou Attikou str., Marousi 151 24, (tel.: 210-8094162) James Douglas McTurk, General Manager of Finance and Information Systems, 12A Irodou Attikou str., Marousi 15124, (tel.: 210-8094167) and

Spyros Balezos, Investor Relations Officer - Banking and Investments Manager, 12A Irodou Attikou str., Marousi 15124, (tel.: 210-8094169).

The Company Board of Directors declare that all its Members have reviewed the content of this Annual Report and jointly with its authors confirm that: All information and data contained in the Annual Report are accurate and true.

There are no other data, neither have any events occurred, the concealment or omission of which might render the totality or part of the data and information contained in this Annual Report misleading.

There are no legal disputes pending against the Company or the companies in which the Company has a controlling interest that might have serious consequences on its financial position.

The Company is audited by Certified Public Accountants. DELOITTE & TOUCHE (250-254 Kifisias Avenue, Chalandri, (tel.: 210 - 67 81 100) who conducted the regular audits of the Company’s financial statements for the years 2000 - 2002.

It is noted that the Company Auditors’ Reports for the periods 2000 - 2002 are included in the Appendix along with the published Balance Sheet Statements, the Appendices, the Directors’ Report issued by the Company Board of Directors, the Accounting Financial Statements according to Presidential Decree 360/85, the Tables on the Utilization of Share Capital Increase Proceeds and the Company Cash Flow Statements. 4 / 149

2. SHAREHOLDERS´ RIGHTS

2.1. GENERAL Following the Share Capital Increase decided by the Extraordinary General Assembly of Company Shareholders on June 2, 2000, September 28, 2000, January 25, 2001 and May 17, 2001, the number of company shares increased by 5,275,380, while the Company’s total Share Capital consists of 110,782,980 common registered shares. In addition, based on the December 19, 2002 decision of the General Assembly of Company Shareholders and ruling Κ2-17690/14.1.2002 of the Ministry of Development the nominal value of shares increased to € 0.30.

Every Company share embodies all the rights and obligations specified by Codified Law 2190/1920 (henceforth “the Law”) and the Company Codified Memorandum and Articles of Association. Possession of a Company Share automatically denotes acceptance, on the part of its owner, of the Company Codified Memorandum and Articles of Association and of the lawful decisions of the General Assembly of Company Shareholders.

Based on the ruling of the Prefecture of Athens with protocol number ΕΜ – 193 / 01/ 13.2.2001 the minutes of the Extraordinary General Assembly of Company Shareholders dated December 22, 2000 were verified along with the decisions taken at that Meeting to:

a. Amend article 14 of the Company Codified Memorandum and Articles of Association so that each of the two shareholders of MOTOR OIL – ARAMCO OVERSEAS COMPANY B.V. and MOTOR OIL HOLDINGS S.A. – has the right to appoint two Members of the Board of Directors on condition that each is in possession of at least 10% of the share capital of MOTOR OIL. It is noted that the required percentage prior to this amendment was 1%.

b. Amend articles 18 and 20 of the Company Codified Memorandum and Articles of Association with regard to convening Board-of-Director Meetings, definitions of quorums and majorities and setting their authorities and jurisdictions in relation to those of Company Administration. Specifically, the clause calling for increased majority voting from 11 out of 12 Board-of-Directors Members for specific, limited Company issues was removed.

Company shares do not embody any special privileges of any sort and the Company has not issued any ownership stock or shares participating in earnings, neither any common or preferred founders’ shares.

Shareholder responsibility is limited to the nominal value of the shares they own. Each share entitles its owner to a right on the Company´s property and proportionate participation in Company´s earnings in accordance with the Law and the Company Codified Memorandum and Articles of Association. The rights and obligations that accompany each share are transferred to every universal or special shareholder successor.

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Shareholders exercise their rights in relation to Company management only through General Assemblies of Company Shareholders.

Shareholders have a right in every future share capital increase of the Company, proportionally to their shareholding prior to the increase, as prescribed by article 13, paragraph 5 of Codified Law 2190/1920.

Creditors of a shareholder and their successors may in no way cause the confiscation or placement of any restriction on the use or disposal of any Company asset or of Company accounting Ledgers, neither may they demand its distribution or its liquidation, nor may they in any way interfere in its administration or management.

Every shareholder regardless of his/her actual place of residence, is considered as having as his legal address the Company’s headquarters and is subject to Greek Law with respect to his/her relations to the Company. Any difference or dispute between the Company on the one hand and its shareholders or any third party on the other belongs to the exclusive jurisdiction of the regular courts, while the Company may be sued only before the courts of its domicile.

Every share is indivisible and entitles its owner to the right of one vote. Joint owners of common shares must appoint in writing to the Company their representative who will represent them at the General Assembly of Company Shareholders. In case no common representative is appointed, the rights of joint owners of shares cannot be exercised at a General Assembly of Company Shareholders.

Every shareholder has the right to participate in a General Assembly of Company Shareholders either in person or through a fully authorized representative. In order to be able to participate in an Extraordinary or Ordinary General Assembly of Company Shareholders, a shareholder must block his/her shares with either the Dematerialization System (SΑΤ) or the Athens Stock Exchange (ASE) at least five (5) days prior to the date set for the General Assembly of Company Shareholders. Within the same deadline the Company must receive certification of this blocking placed on the shares as well as representation documentation in return for a receipt that is given to the shareholder or representative for his/her admission to the General Assembly of Company Shareholders. Those who fail to comply with these terms can only be admitted to the General Assembly of Company Shareholders by permission of the latter.

Company Shareholders representing at least 5% of paid up Share Capital:

a. Have the right to submit petition to the First Instance Court of the Company’s domicile to conduct an audit of the Company in accordance with articles 40, 40ε of Codified Law 2190/1920, and

b. May ask the convention of General Assembly of Company Shareholders. The Board of Directors is obliged to convene the Meeting no later than thirty (30) days from the day the relevant petition is submitted to the Chairman of the Board of Directors. On their petition, the petitioning shareholders have to state the issues on which the General Assembly will have to decide upon.

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Every shareholder may request, ten (10) days prior to the Ordinary General Assembly of Company Shareholders, copies of the annual financial statements as well as of the relevant Board-of-Directors reports and of Auditors’ reports.

Shareholders entitled to dividend are the ones who appear on the Shareholders´ Registry, which is kept by the Company, on the date the annual accounting statements are approved by the Ordinary General Assembly of Company Shareholders or on whichever date specified by the Ordinary General Assembly of Company Shareholders.

Dividend first day of payment is within two (2) months from the date of the Ordinary General Assembly of Company Shareholders that approved the annual financial statements. The place and method of payment is acknowledged to the shareholders through announcements on the daily press.

Dividends not claimed for five years since they became payable are written off in favor of the State.

All procedural matters regarding share blocking, so that shareholders may participate in General Assemblies of Company Shareholders, and dividend payment are prescribed by the Regulation of Operation and Clearance of the Dematerialization System of the Central Securities Depositary as this Regulation is in force.

2.2 DIVIDEND TAXATION

Under Greek Corporate Law (Law 2238/1994 article 109), as it is in force, income tax for companies listed on the Athens Stock Exchange (ASE), with the exemption of banks, is 35% and is applied on taxable earnings prior to any appropriation. In this way, dividends are paid out from already taxed corporate earnings and, therefore, the shareholder has no further tax obligation on the dividend amount he collects.

The date on which the General Assembly of Company Shareholders approves the Company Balance Sheet Statement is regarded by the shareholders as the one that dividend income is generated.

It must be noted that, under Greek Corporate Law, in case a subsidiary proceeds with a dividend distribution from its earnings, the portion of the dividend attributable to the parent company can only be distributed by it to its shareholders during the next fiscal year (unless the parent company decides to distribute an interim dividend during the current fiscal year) and, consequently, this portion of dividend is recorded as income on next fiscal year´ s earnings of the parent company.

That part of parent company earnings accounted for by dividend income received by its subsidiaries can only be distributed to parent company shareholders in the next fiscal year following its collection.

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3. MARKET INFORMATION AND STRUCTURE

3.1 Structure of the Greek Oil Refining Market 3.1.1. General Production of crude oil in Greece is limited. The Prinos reserves hardly cover 2% of domestic demand and consequently nearly all of the country’s needs in crude oil is covered by imports. Once processed in domestic refining units, crude oil is exported or sold in the domestic market.

The following chart depicts the structure of the domestic oil market:

REFINING FUEL TRADING END CONSUMER

PUBLIC POWER CORP. . ARMED FORCES ALUMINIUM OF GREECE C R OIL REFINING U D COMPANIES E EXPORTS O MOTOR OIL I L HELLENIC INTERNATIONAL SALES PEROLEUM Aviation FUEL TRADING Bunkering PETROLA COMPANIES P R O EKO-ELDA D BP / MOBIL DOMESTIC MARKET U SHELL Gas Stations C Other Retail Sales T AVIN OTHERS Industrial Sales I M P O R T Gas Stations S Joint Ventures

3.2. Regulatory Framework

3.2.1 General Fuel production and distribution in Greece takes place within a unique regulatory framework. Until the mid-eighties there was heavy state intervention. The Greek government set pricing policy and ruled that petroleum product commercial enterprises could only get their supplies from the two state-owned refineries (Hellenic Petroleum). Gradually the market liberalized completely and at present its operation is regulated by Law 1571/85, as amended through Laws 1769/88, 2008/92, 2081/92, Presidential decree 327/92 and recently by Law 3054/2002. Based on this recent Law 3054/2002 a legal entity may obtain more than one licenses (e.g., oil refining, fuel trading, retail customer sales activities/ gas stations´ operation etc.) on condition that the licensee fulfills the requirements of the Law for each separate activity.

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3.2.2. Oil Refining This regulatory framework allows oil refining companies to freely import and process crude oil and petroleum products from any country on condition that they pay taxes relating to imports from non European Union Member States in harmonisation to European Union directives.

3.2.3. Fuel Trading

For the Ministry of Development to grant an operating license to a Company engaged in fuel trading the latter must fulfill the following requirements: a) the Company share capital must exceed a stipulated floor, b) the Company must be in possession of its own storage premises or must be entitled to the usage of storage premises the storage capacity of which is dependent upon the type of license the Company has applied for, c) the Company technical installations must be suitable for the safe transport and distribution of the products, and d) the Company must be in possession of a tank truck fleet with a minimum number of vehicles. The Law enforces restrictions regarding the usage of tank trucks and of the vessels which carry oil products from refineries. Companies engaging in fuel trading may obtain finished products either from domestic refineries or through imports from any country under the sole condition that they pay taxes in harmonization to European Union directives relating to imports from non EU Member States. Based on the new Law 3054 / 2002, these companies may operate gas outlets and have the right to be owners of land and gas outlet equipment. In addition, gas outlet owners may, as long as they form joint ventures of at least five (5) gas station operators, get their supplies directly from the refineries and/or through imports as well as from companies engaging in fuel trading with which the operators of the outlets have entered into an exclusive cooperation agreement and use these commercial companies´ trademark or not (“free” gas outlets).

3.2.4. Safety Stock

Based on the new Law 3054/2002 refineries and crude oil as well as oil product importers have to maintain safety stock equal [in value] to 90/365 of previous calendar year´ s imports as a means to meet up with the country’s strategic needs. Mandatory compliance with the law calling for safety stock maintenance results in Greek refineries adding a mark up when selling their products in the domestic market as a means to compensate for the additional cost of storage.

3.2.5. Pricing

Product prices are fully liberalised and set according to supply and demand prevailing conditions. For reasons relating to protection of competition, refineries acknowledge to the Ministry of Development their way of ex factory price determination, while companies engaging in petroleum product commerce acknowledge the actual selling prices at which they supply the gas outlets. The government has kept the right to impose on a national or local level maximum selling prices for a period of up to two months.

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3.2.6. Taxes

Law 2127/93 and Law 1642/86 as amended on 1/1/93, deal with all issues relating to Excise Tax and VAT on fuels.

3.2.7. Product Specifications

Specifications regarding oil products targeted for the domestic market are prescribed by Law 549/70 and its consequent ministerial decrees. Product testing regarding specifications fulfilment is carried out by the State General Chemical Laboratory. In the context of European Union’s environmental protection policy, new specifications on sulphur content as well as other qualities of gasoline and automotive diesel fuel oil were set recently. The new specifications will become effective through a two step process the respective deadlines of which have been announced as the years 2005 and 2009 These new specifications are presented in the table hereunder:

NEW SPECIFICATIONS (FOR GASOLINE & DIESEL FUEL OIL)

DEADLINE: 1/1/2005 1/1/2009 Unleaded Gasoline Sulphur content (ppm) 50 MAX 10 MAX * Aromatics, % vol. 35 MAX 35 MAX Olefins, % vol. 14 MAX 14 MAX Benzene, % vol. 1 MAX 1 MAX Oxygenates, % 2.7 MAX 2.7 MAX Automotive Gas Oil (Diesel) Density at 15oC (kg/l) 0.840 MAX 0.840 MAX Sulphur content (ppm) 50 MAX 10 MAX Cetane number 54 min 54 min Polyaromatics (% wt) 6 MAX 6 MAX Distillation at 95% vol. (oC) 360 MAX 360 MAX

*As of January 1, 2005, each European Union Member State must make available automotive diesel fuel with maximum sulphur content 10mg/kg on an appropriately balanced geographical basis within its own territory. The final deadline by which European Union Member States need become fully harmonized regarding the requirement for maximum sulphur content 10mg/kg on automotive diesel is January 1st, 2009.

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3.3. Recent Developments in the World Oil Market

Crude oil and petroleum product markets showed an upward trend in 2002. The market primarily turned around two important events: a) political turmoil in Venezuela and b) fears of war in Iraq. These international events contributed to the increase in crude oil price while in their turn petroleum product prices proved volatile.

More specifically, during 2002 the price of naphtha increased as a result of strong demand for petrochemicals. Gasoline price fell since increased demand in the United States (due to shortages following the Venezuela crisis) was not enough to make up for the decline in European demand. Jet fuel price followed a similar pattern as increased supply eliminated the probability of a price increase because of U.S military action in Iraq. The price of automotive diesel also fell due to weak demand. Finally, fuel oil price followed a smooth pattern. On average, crude oil prices increased by 3.6% in relation to 2001 while petroleum product prices increased by 1.2%.

In sum, petroleum product prices did not increase as much as those of crude oil, and this resulted in deterioration of refining margins. In the Mediterranean region in particular, refining margins fell to $18.7/MT in 2002 from $28.1/MT in 2001.

It is anticipated that in 2003 refining margins in the Mediterranean region will improve, while in the aftermath of the Iraq war it is believed that crude oil and petroleum product prices will stabilize on average close to 2002 price levels.

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4. COMPANY PROFILE

4.1. General Information

MOTOR OIL is one of the most important companies in Greece in the oil refining industry.

In 2002 the Company acquired 100% of AVIN OIL Α.Β.Ε.Ν.Ε.Π. (henceforth called “AVIN OIL”), which ranks 4th amongst the retail petroleum products companies in the domestic market, thus obtaining a strong arm in retail sales.

MOTOR OIL is the only refining company that possesses a lubricants complex and together with Hellenic Petroleum’s Aspropyrgos refinery, are the only complex oil refineries in Greece. Besides the basic complexes (atmospheric distillation, catalytic reforming and hydrotreating) it includes other conversion units such as catalytic and thermal cracking.

The Company was founded through the notarial deed nr 4105/1970 with initial shareholders the Vardinoyannis Group companies “VARNIMA CORPORATION OF PANAMA” and “SEKA SA VESSEL FUELING STATIONS”. Its founding permit was based on Ministry of Commerce decision 23020/1339 that ratified its charter (Government Journal - ΦΕΚ - nr 511/7.05.1970) under the name “MOTOR OIL (HELLAS) LUBRICANT REFINERIES S.A.”, that was subsequently changed, following a decision at its General Assembly of Company Shareholders of 31.10.1972 (Government Gazette – ΦΕΚ – nr 1896/29.11.1972), into “MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.” - as accurately translated from the Greek, this is the Company’s official trade name used in its transactions with foreign business entities.

The Company´s headquarters are located in the municipality of Amarousion of Attica (official address: 12A Irodou Attikou str.) and is registered as an incorporated firm (“Societé Anonyme”) with the Prefecture of Athens, East Attica Sector, with Incorporated Company Registration number 1482/01/ΑΤ/Β/86/300/96.

The Company’s term was set to 50 years, up to 7/5/2020. License number ∆3/Α/4124/20.3.2001, issued by the Ministry of Development provides the Company the right to infinitely operate its premises in the area of Aghii Theodori of Corinthia.

According to article 3 of the Codified Memorandum and Articles of Association of the Company, its corporate objectives are: • To establish and operate industrial units for the production and processing of gasoline, light diesel, illuminating kerosene, fuel oil, heating gasoil, LPG (liquid petroleum gas), basic and final lubricants, mineral oils and other petroleum products and by-products of any kind as well as to establish units for the packaging and preservation thereof and develop the various types of products and by-products being produced or manufactured.

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• In accordance with Decision nr 805/729/1970 of the Ministers of Coordination, Finance and Industry to carry on any commercial or industrial activities for the development or marketing, in Greece and abroad, with respect to the above mentioned products and any products, in general, being produced by the Company, i.e petroleum products and by-products and services to automobiles, vessels, aircraft and establish machine repair shops, motor inns, restaurants and coffee-shops and any other relevant activities.

• To acquire, purchase, store, import, export, be a broker with respect to, transport, sell and /or distribute crude oil, petroleum products and by-products and of other hydrocarbons, minerals and ores, chemicals (both organic and inorganic), and by-products and products used as substitutes therefore and generally to be involved in the marketing and distribution business and have any other activities which are necessary or useful for doing and developing such business.

• To establish and operate facilities for the production of steam and electric power as well as port facilities, hydraulic facilities, sewage facilities and other similar facilities serving the Company´ s objectives and the objectives of other companies to be established or of entities that are related or cooperate with the Company as well as to render various general services to these companies or entities.

• To establish and operate factories for the industrial processing and storage of LPG, packaging materials, and to perform any marketing related thereto as well as to perform any industrial or commercial activity or business relating to this purpose.

• To hold, license and otherwise possess and manage in any way whatsoever trademarks, copyrights and letters patent, methods of elaboration/preparation of plans/designs, production methods, etc.

• To establish, operate and exploit liquid fuel outlets.

• To engage in the business of handling, transporting and disposing of hydrocarbon wastes

• To establish other companies of any legal form with identical, similar or complementary objectives or companies simply useful in any way, even on an indirect manner, for the accomplishment of the objectives of the Company.

• To participate in and cooperate with other business entities/ groups of whatever form with similar, relevant, complementary or even simply useful in any way for the accomplishment, even on an indirect basis, of the objectives of the Company as well as to represent, directly or indirectly, Greek or foreign companies having similar objectives.

• To purchase, rent, and lease tangible and intangible assets as a means to fulfill the above mentioned objectives.

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• To grant third party guarantees or ordinary guarantees or any security of any form whatsoever (real or personal) in favor of natural persons or legal entities and in general to perform any act that aims directly or indirectly at achieving any of the above mentioned objectives.

It is noted that the corporate objectives of the Company, as set forth in its Codified Memorandum and Articles of Association, have not been amended in the last five years.

The industry in which the Company carries out its business activities is defined as “Production of Oil Refining Products” (ΣΤΑΚΟ∆ 23.2).

4.2. BACKGROUND

The main milestones in the Company’s history are:

1970-1972 Foundation and beginning of operation of the refinery comprised of a crude oil refining unit, a basic lubricant production unit, a jetty with loading terminal, and truck loading terminals.

1975 Entrance to fuel production with the addition of the Atmospheric Distillation Unit.

1978 Construction of the Catalytic Reforming Unit (further downstream processing of naphtha).

1980 Installation of the Catalytic Cracking Unit (further downstream processing of fuel oil to turn it into high value-added products).

1984 Construction of an Electric Power Production Unit that uses gaseous fuel as raw material. Right to sell energy to the domestic market.

1993 ISO 9002 accreditation for the entire spectrum of activities of the Company.

1996 Purchase of 50% of the Company’s shares by Aramco Overseas Company BV, 100% subsidiary of Saudi Arabian Oil Company (Saudi Aramco). Relocation of Company Headquarters to a modern building in Marousi, Attica.

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2000 Completion of investment projects aiming at the production of products in harmonization to European Union specifications for 2005. During the same year the Environmental Protection System of the Company is ISO 14001 accredited .

2001 Installation of a new gas turbine in the electric power station. Upgrading of the lubricants’ vacuum unit. Company share capital increase through public offer of shares and listing in the Athens Stock Exchange.

2002 Acquisition of 100% of AVIN OIL which engages in fuel trading in the domestic market

4.3. Company Activity

Together with its ancillary units and its fuel custody transfer premises the refinery constitutes the largest private industrial complex in Greece and is considered one of the most flexible refineries in Southeast Europe.

Up until 1989 MOTOR OIL exported its entire production. From 1989 until today, following the liberalization of the market, the Company acquired approximately 25% of the domestic market remaining at the same time a strong export refinery. Consequently, business risk is reduced through the geographical distribution of sales between domestic and foreign markets as well bunkering (maritime and aviation).

The refinery is one of the most modern industrial complexes, capable of processing low-quality raw material and turn it into high-value-added finished products. The refinery is vertically integrated to the highest degree possible and apart from that its facilities include extensive storage space the capacity of which amounts to approximately 2,2 million cubic meters, loading premises and, port installations consisting of three jetties with maximum berthing capacity of 450.000 tons.

Saudi Aramco is the major supplier according to the Strategic “Crude Oil Supply Agreement” signed in 1996 thus securing the steady uninterrupted flow of raw material to the Company.

The Company uses crude oil as its primary raw material to produce a full range of products, i.e., gasolines, diesel, fuel oil, asphalt, jet fuel and lubricants with the emphasis being placed on high- value-added products and on new-specification products thus catering to the needs of large companies engaging in petroleum product commercial activities in Greece and abroad. It is also the only producer of lubricants in Greece. The basic and final lubricants produced are approved by international organizations (ACEA, API) and by the United States Armed Forces.

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MOTOR OIL: Production Output By Product Category Quantities in Metric Tons 2000 2001 2002 Lubricants 165 170 170 LPGs 124 143 144 Gasolines 1.286 1.497 1.492 Jet Fuel 594 554 506 Gasoil 1.283 1.323 1.313 Special Products 398 214 262 Fuel Oil 1.519 1.437 1.413 TOTALS 5.370 5.339 5.300

The Quality Management System of MOTOR OIL was recently certified according to ISO 9001:2000 standards for the production and supply of fuels and lubricants. Moreover, the Environmental Management System (EMS) of the Company has been certified according to ISO 14001 standards. It must be stressed that MOTOR OIL is the unique refinery in Greece and one of only a handful in Europe with such high degree of complexity which has been certified with both systems.

Besides its industrial production activity, the Company is active in commerce through buying and selling finished products, taking advantage of any market opportunities as they appear.

The clientele of MOTOR OIL includes all large Greek companies engaging in petroleum product activities as well as companies engaging in ship refueling, while part of the revenue is generated from exports to the countries of the Southeast Mediterranean, the Balcans etc.

It must also be stressed that there has never been an interruption in Company activities throughout the period since its foundation.

4.4. Fixed Assets

4.4.1. Land – Property

Total area of land sites privately owned by the Company amounts to 2,017 royal acres (2,017,000 m 2). Area (in m2) Year of Purchase Land site area of Company Premises 2,009,930 1971-2001 2002 MOTOR OIL Purchases of land sites 13,651 2002 Less: Expropriated land sites -54,988 1994 Area Privately Owned by MOTOR OIL 1,968,593 Area of land sites at Kavala 48,887 1999 Total Area Privately Owned by MOTOR OIL 2,017,480

All land sites described above comprise privately owned Company property valued at € 29,607,000 according to Company Balance Sheet Statement as of 31/12/2002.

Moreover, the Company owns a land site of total area 48,887 m2 located at the municipality of Petropigi of the County of Kavala, on which the premises for its new truck loading terminal are constructed for the purpose of meeting the needs of the market of Northern Greece and the Balkans.

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During 2002 the Company additionally purchased four land sites of an aggregate area of 13,651.21 m2, with the purpose to construct a tank-truck loading terminal and a Hydrocracker Unit.

4.4.2. Buildings Total covered area at refinery premises concerns mainly storage tanks and building complexes. These building complexes accommodate the monitoring equipment of the production facilities, the ancillary power stations, the maintenance-repair units, the storage premises for auxiliary production material – equipment, and management offices. Most of those building complexes were built in the period 1972-3 and are situated on the seashore side of the old Athens – Corinth National Road. Major additions to buildings were effected gradually throughout the decade of the 1980s. As of 31.12.2002 the net book value of the building complexes amounted to € 10,545,000.

Furthermore, the Company rents office space at the building at Marousi (12A Irodou Attikou str., 151 24 Athens) in which it houses its headquarters.

It is emphasized that the Company has all required licenses relating to its operation while no administrative penalty has ever been imposed or is pending for any violation on these licenses.

4.4.3. Insured Value According to the insurance contract in force since 1.1.2003, the insured value of the refinery of MOTOR OIL equals: a) USD 1.2 billion for the refinery premises, and b) USD 210 million for product inventory.

4.5. Sale & Distribution Network – Customers

The bulk of the Company’s product output is delivered to its customers FOB at the refinery premises at Aghii Theodori. That part of the output targeted for consumption in the large cities is carried with vessels to third party premises, while the remainder is either carried through pipelines at the nearby storage tanks of AVIN OIL or delivered onto tank-trucks directly from the refinery.

In order to serve the needs of Northern Greece and to promote its exports in the Balkans, the Company is building modern storage and loading premises in the area of Kavala.

Finally, it is emphasized that MOTOR OIL will be one of the major aircraft fuel suppliers of the new Athens Airport at Spata. More specifically, the Company participates in the share capital of the “ATHENS AIRPORT FUEL PIPELINE COMPANY” assigned the project to construct and handle the pipeline which will carry fuel directly from the Aspropyrgos Hellenic Petroleum Refinery to the new Athens Airport, and in the share capital of “OLYMPIC FUEL COMPANY” assigned the task to handle the fuel tanks and the fuel pipeline within the new Athens Airport area (share capital participation percentages are presented at chapter 6.2)

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4.5.1. Customer Service

Further to its commercial activities, the Company offers its customers various types of services taking full advantage of its infrastructure. These services include third party product storage facilities as well as crude oil refining. Moreover, the Company offers vessel and tank-truck loading services.

4.6. Share Capital

The development of the share capital of the Company is summarized hereunder:

Increase Amount Reserve G.S.M Government Capitalization Number Total Share Date Gazette (Fixed Assets of New Number Nominal Total Share Total Share (ΦΕΚ) Cash / Loans) Shares of Shares Value Capital (Grd) Capital Number (Euros) Initial Share Capital 30,000,000 1,000 1,000 30,000 30,000,000 88,041.09 22-06-73 1479/31.7.1973 30,000,000 1,000 2,000 30,000 60,000,000 176,082.17 02-12-74 54/18.1.1975 190,200,000 6,340 8,340 30,000 250,200,000 734,262.66 17-05-77 2545/28.7.1977 151,295,940 0 8,340 48,141 401,495,940 1,178,271.28 Increase in Nominal Value 16-11-82 43/12.1.1983 825,504.060 27,517 40,900 30,000 1,227,000,000 3,600,880.41 Decrease in Nominal Value 29-06-84 3157/16.11.1984 390,000,000 13,000 53,900 30,000 1,617,000,000 4,745,414.53 04-12-85 157/20.1.1986 885,000,000 29,500 83,400 30,000 2,502,000,000 7,342,626.56 30-06-89 3668/16.10.1989 120,000 1,712,550,000 57,089 140,489 30,000 4,214,670,000 12,368,804.11 25-02-92 651/4.3.1992 222,000,000 7,400 147,889 30,000 4,436,670,000 13,020,308.14 30-06-93 4808/11.8.1993 58,157 3,280,111,843 109,339 257,228 30,000 7,716,840,000 22,646,632.43 07-08-96 1662/21.4.1997 300,000,000 10,000 267,228 30,000 8,016,840,000 23,527,043.29 13-02-98 5817/17.7.1998 74,100,000 2,470 269,698 30,000 8,090,940,000 23,774,504.77 30-06-98 1007/23.2.1999 49,074 2,459,770,926 81,994 351,692 30,000 10,550,760,000 30,963,345.56 2.6.2000, 28.9.2000, 25.1.2001, Decrease in Share Nominal 105,507,600 100 10,550,760,000 30,963,345.56 17.5.2001 Value Pre Offering 105,507,600 10,550,760,000 30,963,345.56 Total Offering 527,538,000 5,275,380 110,782,980 100 11,078,298,000 32,511,512.84 Post Offering 110,782,980 11,078,298,000 32,511,512.84 Total Amounts in Euros Increase in Share Nominal Value 29-12-01 326/15.1.2002 723,381,16 110,782,980 0.30 33,234,894.00

It must be noted that there isn´t any authorized but not yet issued share capital and no issue of shares which do not represent share capital has taken place.

Moreover, there aren´t any outstanding convertible to shares bonds (or any other form of debt), and there aren´t any terms in the Codified Memorandum and Articles of Association relating to changes of share capital which are more restrictive than those terms specified by the law.

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4.7. Own Capital & Reserves – Share Book Value

The Company´ s Own Capital & Reserves and Share Book Value as of 31.12.2002 are presented hereunder:

(amounts in ´000 Euros) 31.12.2002 Number of Shares 110,782,980 Share Nominal Value (in €) 0.30 Share Capital 33,234.90 Share Premium Reserve 52,064.87 Revaluation Reserve – Fixed Asset Subsidies 2,646.83 Ordinary Reserves 15,894.38 Special Reserves 2,006.68 Extraordinary Reserves 2,589.94 Tax-Exempt Reserves 38,598.24 Retained Earnings 9,108.00 Total Own Capital & Reserves 156,143.83 Share Book Value (in €) 1.41

4.8. Shareholders

The Company´ s shareholding is presented hereunder:

Shareholder Number of Shares % PETROVENTURE HOLDINGS LTD 56,499,320 51.0% MOTOR OIL HOLDINGS SA 18,173,690 16.4% ARAMCO OVERSEAS COMPANY BV 18,173,690 16.4% Free Float 17,936,280 16.2% TOTAL 110,782,980 100.0%

PETROVENTURE HOLDINGS LTD was founded on 25.1.2001 in Jersey Channel Islands and it operates according to 1991 Jersey law. ΜΟTOR OIL HOLDINGS SA and ARAMCO OVERSEAS COMPANY BV are the founding shareholders of PETROVENTURE HOLDINGS LTD each having a 50% interest in the share capital. The only activity of the company is its participation in the share capital of MOTOR OIL.

ΜΟTOR OIL HOLDINGS SA is a Luxemburg based holding company controlled by the Vardinoyannis family.

ARAMCO OVERSEAS COMPANY BV (A.O.C.) is based in the city of Leiden in the Netherlands. AOC is a wholly owned subsidiary of the Dutch Antilles based holding company “BOLANTER CORPORATION N.V.” that belongs 100% to Saudi Aramco.

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4.9. Company Administration & Management

The Board of Directors of the Company is presented hereunder:

BoD Position Member Identity * First Name and Surname

1. Vardis J. Vardinoyannis Chairman Executive Member 2. Abdulhakim A. Al-Gouhi B´ Vice-Chairman & Managing Director Executive Member (citizen of Saudi Arabia) 3. Panayotis N. Kontaxis, A´ Vice-Chairman Non-Executive Member 4. George P. Alexandridis Member Non-Executive Member 5. John N. Kosmadakis Member Executive Member 6. Petros T. Tzannetakis Member Executive Member 7. Leonidas C. Georgopoulos Member Non-Executive Independent Member 8. Abdullah Mohammed Al Warthan Member Executive Member (citizen of Saudi Arabia) 9. Ali A. Al Muhareb, Member Non-Executive Member (citizen of Saudi Arabia) 10. Omar S. Bazuhair Member Non-Executive Member (citizen of Saudi Arabia) 11. Farhan W. Al-Jabir Al-Boainain, Member Non-Executive Member (citizen of Saudi Arabia) 12. Αli A. Saleh Al-Ghamdi Member Non-Executive (citizen of Saudi Arabia) Independent Member

*: According to Law 3016/2002 The term of the above Board of Directors expires on the next General Assembly of the Company Shareholders which will approve the Company Financial Statements of year 2002.

The top executives of the Company are presented below:

• Vardis J. Vardinoyannis, Chairman. He is one of the founders of the Company and has been a member of the top management team since 1972. Apart from MOTOR OIL, he has exploited a wide array of entrepreneurial endeavours in Greece and abroad. • Abdulhakim A. Al-Gouhi, Managing Director and B´ Vice-Chairman of BoD. He worked with Saudi Aramco since 1982 and held various positions in its hierarchy. In May 2001 he took office at MOTOR OIL Board of Directors as B´ Vice Chairman and he also holds the position of Managing Director of the Company. • Ioannis N. Kosmadakis, General Manager Marketing. He has been working with the Company since 1978. • Petros T. Tzannetakis, Finance Director. He has been working with the Company since 1986,

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and he is also the Financial Coordinator for the Vardinoyannis Group. • Constantinos E. Vassilakis, General Manager Production (Refinery). He has been working with the Company since 1973. • Abdullah Mohammed Al Warthan, General Manager of Corporate Planning and Human Resources. He has been working with Saudi Aramco Group for the last 23 years. He joined the Company in July 2002. • James Douglas McTurk, son of James McEwan McTurk, General Manager of Finance and Information Systems. He has extensive working experience obtained with large multinational companies and the Saudi Aramco Group. He has been working with the Company since September 2000.

Constantinos Thanopoulos is the Internal Audit Manager.

Top Management and Administration remuneration for year 2002 amounted to € 1,498.9 thousand while BoD members´ compensation from Company earnings appropriation amounted to € 201.0 thousand.

TOP MANAGEMENT REMUNERATION ( in ´000 Euros) 2000 2001 2002 Top Management and Administration Remuneration 1,344.0 1,346.2 1,498.9 BoD Members´ Compensation 0.0 201.0 201.0 Total 1,344.0 1,547.2 1,699.9

In addition, Mr. Ioannis Kosmadakis, in his capacity as BoD member of OLYMPIC FUEL COMPANY SA and of ATHENS AIRPORT FUEL PIPELINE COMPANY SA, receives the amount of € 366.80 per month from each of these companies on condition that he participates in at least one BoD meeting per month.

Moreover, the total number of Company shares in possession of top management and administration executives equals 13,230 as of December 31, 2002.

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4.9.1 Individuals of Article 8 of Capital Markets Commission Decision 5/204/14.11.2000

The table below includes all individuals meeting the criteria of Article 8 of Capital Markets Commission Decision 5/204/14.11.2000 as it is in force today.

Α/Α Name & Surname Title 1 Vardis J. Vardinoyannis Chairman of the Board of Directors (B.O.D.) 2 Abdulhakim A . Al-Gouhi B´ Vice-Chairman of B.O.D. & Managing Director 3 Panayotis Kontaxis A´ Vice-Chairman of B.O.D. 4 Petros Tzannetakis B.O.D Member & Finance Director 5 Ioannis Kosmadakis B.O.D Member & General Manager Marketing 6 Abdullah Mohammed Al Warthan B.O.D Member & General Manager Strategic Planning & Human Resources 7 James Douglas McTurk General Manager Finance & Information Systems 8 Theodore Porfyris Manager Accounting Department 9 Constantinos Thanopoulos Internal Audit Manager 10 Spyros Balezos Investor Relations Officer 11 Themistocles Ireiotis Shareholder Relations Office Head 12 Petroventure Holdings Ltd. Shareholder with greater than 20% stake 13 Emmanuel Pileidis Auditor – CPA, Deloitte & Touche 14 Epameinondas Youroukos Auditor – CPA, Deloitte & Touche 15 AVIN OIL Α.Β.Ε.Ν.Ε.Π. Affiliated Company (article 42ε- of CL 2190/1920)

4.10. Organization Chart

Board of Directors

Internal Audit

Chairman of the Board

Legal Department

Supply & Distribution Planning B’ Vice Chairman & Α’ Vice Chairman Department Managing Director

Marketing Deputy G.M. Finance & Corporate Planning & Human Manufacturing Division Finance Information Systems Resources Division Division Division

Fuels & Lubes Banking & Administration Business Information Insurance Technical Purchasing Crude Marketing Treasury Investment & Human Analysis Department Department Department Marketing Department Department Department Systems Resources Department Department Department Department

Investor Financial Strategic Quality Operations Accounting Relations Reporting & Planning Assurance Maintenance Department Department Department Inter. Control Department Section Department Staff

Fuels Lubes Production Production Department Department

Fuels Offsites Administration Department Department

Accounting & Financial Control Section

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4.11. Personnel

The Company is one of the biggest employers in Greece. In 2002 MOTOR OIL employed, on average, 1,032 persons of whom 842 worked at the refinery and 190 at the Company headquarters.

PERSONNEL HEADCOUNT (average) 2000 2001 2002 Refinery Staff 848 839 842 Headquarters Personnel 182 192 190 TOTAL 1.030 1.031 1.032

The Company places particular emphasis to the employee educational background as this provides a comparative advantage against competition given the international and technologically advanced character of the refining sector. Today 20% of Company personnel have graduated from Institutions of Higher or Highest Education while intra-company educational programs are offered and seminars are held on a regular basis each year.

Company employees may take advantage of a comprehensive program of educational courses and seminars conducted in Greece or abroad. In this way continuous development of Company personnel is achieved to the benefit of MOTOR OIL and of society at large.

In addition, the Company places emphasis on the optimization of working conditions and above all on workforce safety, employing 3 doctors, medical personnel, and owning 3 fully equipped ambulances. As part of its interest in employee welfare, the Company offers its personnel and their families a private life insurance and medical care program covering all hospital treatment expenses that may arise. This insurance program is considered to be innovative as a result of the benefits and compensations it involves. The Company also has a multi-member security section and a specialized safety technician who is assigned the responsibility to supervise and secure hygiene and safety conditions at workplace as well as to prevent work accidents. As an aid to workplace accident prevention the Company owns 5 fire extinction vehicles and a multitude of stable and portable fire & smoke detection systems and extinguishers.

The accident prevention policy is implemented through the following methods: Strict adherence to legislation and internationally accepted codes, protocols and safety operation rules. Continuous improvement of all safety and hygiene control systems. Record keeping of all accidents, accident evaluation and adopting appropriate corrective action and preventive measures. Continuous upgrade of all resources relating to individual safety and fire prevention, combined with personnel training on the use of these resources.

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4.12. 2000–2002 Capital Expenditure

During the last three years capital expenditure amounted to € 163.9 million aiming at the expansion and modernization of the production units of the refinery. In addition, investment in participations (“Olympic Fuel Company”, “Athens Airport Fuel Pipeline Company”) amounted to € 1.7 million, while the acquisition of «AVIN OIL» was completed in 2002 at a price of € 37.6 million.

(Amounts in million €) Year 2000 2001 2002 Total Investment Amount* 80.8 38.0 45.1 163.9

* Excluding expenditure for acquisitions and participations

A) The greatest part of capital expenditure during the period 2000–2002 aimed at the maximization of the refinery margin. The major investments concerned the following:

Upgrading of the refinery’s gasoline units (total expenditure € 66.6 million), that included: – Construction of a new reformate benzene hydrogenation unit. – Construction of a new FCC (Fuel Catalytic Cracking) gasoline desulphurization unit. – Upgrading of the naphtha reforming unit. The objective of this investment was to maximize the production output of gasolines and automotive diesel, according to European Union specifications in enforceable since 2000, thus enhancing the resourcefulness and competitiveness of the Company.

Installation of a new (3rd) gas turbine in the electric power production station (total expenditure € 23.3 million). As a result of the installation of the new gas turbine the refinery became independent and autonomous energy wise, and this consequently set the foundation for operating cost reduction of the Company as well as for consistency improvement of the refinery. Moreover, it provided the Company with the opportunity to export surplus electric power capacity to the network of Public Power Corporation (PPC - ∆ΕΗ).

Installation of electronic Distributed Control System (total expenditure € 20.9 million). This investment involves computer usage for monitoring the production process at refinery level. The system contributes to production procedures becoming fully automated and consequently to production quality improvement and uniformity. At the same time, the system provides flexibility in relation to production and diagnostic procedures at refinery level.

Moreover, studies have been initiated for the installation of an Advanced Process Control System that constitutes an extension of the Distributed Control System and which will contribute to the maximization of the refining profit margin of the Company. Among other things, the system will allow the Company to boost production of high value-added products, to use production units more rationally and, to achieve operating cost reduction (total project budget € 8.8 million).

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Automation of operations will touch upon the important activity of vessel loading, which accounts for the carrying of the bulk of petroleum products produced at the refinery, with the upgrade of the custody transfer system at the refinery jetty (total project budget € 1.6 million). This will support vessel loading reliability, safety and efficiency.

Construction of a new de-asphalting unit and upgrade of the lubes production unit (total project budget € 70 million). The main objective behind this investment is the addition of Bright stock, an expensive lube type, to the refinery’s production capabilities. The concurrent upgrade of the lubes production facilities will aid the qualitative and quantitative improvement of all types of lubricants produced. This investment option is under re-examination so as to consider the new production scheme which will include the investment in the Hydrocracker unit.

B) In addition, aiming at the promotion and sale of all refinery products at the best possible price, the Company as part of its investment programme is proceeding with the construction of two new truck loading terminals. More specifically:

Construction of a new Truck Loading Terminal (TLT) in Kavala as a means to increase the Company’s market share in Northern Greece and to improve its access to the markets of Balkan countries (project budget € 11.7 million).

Construction of a new Truck Loading Terminal (TLT) at the refinery as a means to improve and optimize the distribution system of the Company. This new loading station will contribute to the Company´ s increasing its market share in the areas of Peloponissos and Western Greece (total project budget € 20.5 million).

C) During the three year period 2000–2002 the Company completed, as part of its steady policy, a number significant projects for the improvement of environmental conditions and safety standards of the refinery

Indicative of the above is the construction of a new sour water stripping unit as well as the installation of isolating mechanisms at the refinery jetty for the prevention of pollution and of any fire breaking on a vessel from getting to the shore. In the beginning of 2003 the installation of a new sulphur-recovery unit was completed (total project budget € 8.9 million). This investment will make a substantial contribution to environmental protection and to the further boost of productivity of refinery production units.

For year 2003 the capital expenditure of the Company is estimated at approximately €70.0 million and concerns, apart from the above mentioned investments already in progress, part of the Company’s future development programs in relation to post 2005 new European Union “clean” fuels and the expected increased demand for middle distillates (kerosene and diesel). During 2002 the feasibility study for the optimal investment scheme was completed. This will include the installation of a Hydrocracker unit in combination with a high-pressure automotive gasoil de-sulphurization unit, as

25 / 149 well as various improvements in existing units. In addition to making possible the production of “clean” fuels, this project will facilitate increased production of middle distillates of which there is a shortage in Greece and Europe. Additional benefits will be greater flexibility in the production of either automotive gasoil or of gasolines, depending on seasonal demand. Finally, environmental conditions at the refinery will improve as a result of the emissions of gaseous pollutants (mainly sulphur and nitrogen oxides) from the Hydrocracker unit being drastically reduced. The budget of this project will be finalized in the 2nd quarter of 2003 upon completion of the front-end engineering design. For the time being, total expenditure for the project is estimated at approximately € 300 million including all necessary auxiliary units and supply systems (hydrogen production, sulphur recovery, electric power production, desalinated water production etc.).

Furthermore, a series of improvements of the refinery production units, as a means to increase their efficiency, is scheduled including further improvement of environmental standards of the Hydrocracker unit.

The above projects are financed by Company funds and bank loans.

4.13. Uses of Proceeds The funds raised from the Athens Stock Exchange (ASE) are used to finance part of the investment projects listed below according to the Table “Utilization of Share Capital Increase Proceeds” (see Appendix):

Full automation of the refinery.

Installation of an «Advanced Process Control» system.

Upgrade of the lubricant complex.

Construction of a new truck loading terminal in the area of Kavala.

Construction of a new truck loading terminal in the area of the refinery.

Installation of a new sulphur recovery unit

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4.14. MOTOR OIL and Society

4.14.1 Environment – Quality

From the beginning of its operation MOTOR OIL focused its efforts on the production of quality products having as a main objective to satisfy the needs of its customers. Another Company objective is to offer its customers dependable quality products through total mobilization of its management and to resolve any potential problems before they arise.

As a result of the previously mentioned objectives, in 1992 the Company initiated the planning and development of a Quality Assurance System which covered all Company activities and fulfilled the requirements of the ISO 9002 standards. This system was firstly certified in December 1993.

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

In 2002 started the restructuring of the existing system in order to develop a new Quality Management System fulfilling the ISO 9001:2000 standards. This new system was certified in January 2003 by Bureau Veritas Quality International (BVQI).

The Administration and personnel of the Company are fully committed to continuous quality improvement.

The adoption of methods and procedures that protect the environment comprise top priority for MOTOR OIL. The refinery operation conforms to the environmental regulation of the Ministry of Urban Planning and the Ministry of Development and is fully harmonized with the most stringent international environmental standards. The employment of advanced processing methods that do not cause any environmental harm contributed to the refinery´ s certification with ISO 14001 in December 2000.

It is important to note that MOTOR OIL is the unique refinery in Greece and one among only a handful in Europe which with such a high complexity index has been certified with both ISOs.

In order to accomplish and adhere to the above mentioned environmental objectives, the Company seeks to:

Reduce its consumption needs for natural resources and energy while at the same time increase its self-produced energy capacity. Produce products and use technologies that are environmental friendly. Control the management of gaseous emissions and continue the monitoring of atmospheric quality. Promote recycling and effective management of solid and liquid waste. Tackle environmental emergencies through the development and implementation of emergency response plans such as the Oil Spill Contingency Plan.

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An indicative list of Company investments undertaken during the last three year period in the refinery units, which contributed to the reduction of environment polluting emissions, is presented below:

– Construction of a new sour water stripping unit. – Construction of a new sulphur recovery unit. – Upgrading of the Refinery’s gasoline units in order to produce products in harmonization with European Union standards established to accomplish environmental protection goals. – Replacement of the refinery jetty custody transfer system in order to eliminate the hazard of sea pollution and prevent any fire breaking on the ship from getting to the shore.

4.14.2. Social responsibility

MOTOR OIL is a member of the Hellenic Network for Social Corporate Responsibility. The “Network” was founded in 1996 in London in the aftermath of a corporate executive meeting which put into place the European Companies´ Statement Against Social Exclusion. The Greek (Hellenic) Local Office of the “Network” was founded in 1999.

The “Network” focuses on the promotion of the idea of social volunteerism within companies, the smooth entry of minority groups to society, the support of programs tackling unemployment issues as well as environmental improvement issues.

The “Network” also supports the discovery of various Social Responsibility programs, the analysis of philosophy and methodology of these programs, the collection of new data relating to ideas about dealing with social problems, the development of methods for the corporations to become more responsive to Social Cohesion issues as well as the introduction of new “Network” members.

By participating in the “Network” , the Company aims to contribute to the strengthening of social cohesion and to support social peace and development through the utilization of “best practices”.

4.14.3. Subsidies – Sponsorships – Educational Programs

The Company engages in various areas of social activities. More specifically, MOTOR OIL supports international sports events, athletic clubs, art events, hospitals, educational institutes and social organizations by the means of sponsorships and grants while it organizes festive events for children every year.

MOTOR OIL was “Golden Sponsor” of the Greek Olympic Team for physically handicapped persons in the “Special Olympics” Games held in Sydney, Australia, while the Company is permanent sponsor of the Greek Special Olympics Teams. Moreover, the Company sponsors 5 individual athletes who are members of the Greek Team for the Games which will take place in Ireland in 2003.

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In addition to providing on-the-job intra-company training seminars to its personnel, MOTOR OIL holds every year a series of educational sessions at the refinery to visiting university students who receive up to date information on various technical and commercial matters as well as advice on professional orientation.

Moreover, every year MOTOR OIL accommodates a large number of university students doing their practice, as part requirement of their studies, either at the refinery or Company Headquarters.

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5. PERFORMANCE REVIEW

5.1 Company Activities

Company turnover for year 2002 amounted to € 1,361.8 million compared to € 1,508.8 million in 2001 and € 1,669.2 million in 2000. The development of Company turnover by type of activity and geographic region during the last three year period is presented hereunder::

TURNOVER BREAKDOWN (Amounts in million EUROS) 2000 2001 2002 INDUSTRIAL ACTIVITY Domestic 667.3 647.5 642.8 Exports 680.1 670.8 492.7 TOTAL INDUSTRIAL ACTIVITY 1,347.3 1,318.3 1,135.5 COMMERCIAL ACTIVITY Domestic 196.4 103.6 145.1 Export 125.4 87.0 81.2 TOTAL COMMERCIAL ACTIVITY 321.9 190.6 226.3 GRAND TOTAL 1,669.2 1,508.8 1,361.8

TURNOVER BREAKDOWN % of total 2000 2001 2002 INDUSTRIAL ACTIVITY Domestic 40.0% 42.9% 47.2% Exports 40.7% 44.5% 36.2% INDUSTRIAL ACTIVITY TOTAL 80.7% 87.4% 83.4% COMMERCIAL ACTIVITY Domestic 11.8% 6.9% 10.7% Export 7.5% 5.8% 6.0% COMMERCIAL ACTIVITY TOTAL 19.3% 12.6% 16.6% GRAND TOTAL 100.0% 100.0% 100.0%

The industrial activity refers to Sales of petroleum products produced in the refinery of MOTOR OIL.

The commercial activity refers to Sales generated as a result of purchases of finished petroleum products from the international market and their resale to customers in the domestic market and abroad.

The Company is capable of adjusting the product mix offered to its customers thus taking advantage of the prevailing favorable conditions in the oil market as well as of any extraordinary and unpredictable event. Moreover, the Company can support any additional increase in sales with imports in order to meet customer demand on domestic and international front.

5.1.2. Turnover

The major objective of MOTOR OIL is to achieve the best selling price possible for its products and to increase its market share in Greece. At the same time the Company aims to accomplish emerging market penetration. To this end, MOTOR OIL has created a coherent sales and distribution network for the promotion of its products as a means to strengthen its presence in the oil market. It is important

30 / 149 to note that the Company responds to customer demand without neglecting workplace hygiene, workforce safety and environmental protection issues.

Through these moves MOTOR OIL aims to increase profitability and maximize shareholder value.

MOTOR OIL MARKET SHARE BY PRODUCT CATEGORY IN THE GREEK MARKET 2000 2001 2002 Domestic Market LPG 12.90% 16.40% 21.80% Gasolines 29.60% 29.00% 33.40% Jet Fuels 0.20% 0.40% 0.40% Automotive Diesel – Heating Gasoil 20.60% 21.00% 20.00% Fuel Oils 16.60% 10.50% 11.80% Asphalt 48.00% 30.40% 35.50% Lubricants 64.10% 70.60% 85.50% Domestic Market Total 22.20% 21.00% 22.30% Bunkering - Aviation Jet Fuels 21.80% 22.20% 19.50% Fuel Oils 27.10% 29.40% 25.60% Bunker Gasoil 21.80% 23.00% 17.00% Lubricants - - 2.90% Bunkering – Aviation Total 25.20% 27.20% 22.70% TOTAL INLAND MARKET 23.00% 22.60% 22.40%

The following tables include summary data of MOTOR OIL´ s turnover breakdown by type of activity, market, product and customer for the last three years.

By Type of Activity (thousand MT) (million EURO) 2000 2001 2002 2000 2001 2002 Industrial Activity 5,154 5,590 5,054 1,347.3 1,318.2 1,135.5 Commercial Activity 1,062 790 941 321.9 190.6 226.3 TOTAL 6,216 6,3805,995 1,669.2 1,508.8 1,361.8

By Type of Market (thousand MT) (Million EURO) 2000 2001 2002 2000 2001 2002 Domestic 3,004 2,874 3,153 863.6 751.0 787.7 Exports 1,970 2,164 1,821 564.4 533.0 401.0 Bunkering . Aviation 1,242 1,343 1,021 241.2 224.8 173.1 TOTAL 6,216 6,3805,995 1,669.2 1,508.8 1,361.8

Domestic Market MOTOR OIL domestic market sales by volume increased by 8.8% in 2002 compared with 2001. This increase came mostly from high value added products such as gasolines.

Exports MOTOR OIL export sales by volume decreased in 2002 compared with 2001. This decrease is accounted for by lower sales of jet fuels and gasolines.

Bunkering - Aviation MOTOR OIL sales in this market by volume decreased in 2002 compared with 2001 because of lower Jet Fuel demand as a consequence of the September 11th events.

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By Product Category

The breakdown of MOTOR OIL sales by product category is provided in the table below:

(Amounts in thousands MT) 2000 2001 2002 Asphalt 220 168 166 Fuel Oil 1,496 1,458 1,427 Diesel Oil 1,706 2,008 2,018 Jet Fuels 676 852 470 Gasoline 1,650 1,527 1,532 LPG 123 142 144 Lubricants 164 180 190 Other 181 45 48 TOTAL 6,216 6,380 5,995

By Customer

The clientele of MOTOR OIL consists of several companies functioning in the domestic market and abroad. The customers of the Company are commercial enterprises, refineries and final consumers. MOTOR OIL top customers (according to level of sales) for 2002 are shown below:

Customers 2002 Sales (million Euros) % BP (Group) 233.6 17.2% Shell (Group) 232.8 17.1% Avin Oil 230.7 16.9% Government of the USA 101.2 7.4% National Oil Corporation, Libya 59.4 4.4% Petrola Hellas 58.7 4.3% SEKAVIN 40.7 3.0% Mamidoil-Jetoil 40.2 2.9% Cyclon 34.7 2.5% Aegean Oil 27.7 2.0% Aluminium of Greece 26.1 1.9% Elinoil 26.2 1.9% Vitol Energy 18.4 1.4% Sempra Oil Trading 21.0 1.5% Fuel Marine Marketing 18.5 1.4% Others 191.9 14.1% TOTAL 1,361.8 100%

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5.2. Company Turnover and Earnings Review 2000-2002

The development of the Company earnings during the three year period 2000-2002 is presented in the following table:

(Amounts in ´000 Euros) 2000 2001 2002 Turnover 1,669,221 1,508,808 1,361,797 Less: Cost of Goods Sold (before Depreciation) -1,471,716 -1,371,386 -1,234,126 Gross Profit (before depreciation) 1 197,505 137,422 127,671 % on turnover 11.83% 9.11% 9.38% Plus: Other operating income 7,626 7,431 6,865 Total 205,131 144,853 134,536 Less: Administrative expenses (before depreciation) -15,277 -15,454 -14,673 % on turnover -0.90% -1.02% -1.08% Less: Selling expenses * (before depreciation) -10,108 11,533 -11,829 % on turnover -0.60% -0.76% -0.87% Total operating expenses (before depreciation) -25,385 -26,987 -26,502 % on turnover -1.50% -1.79% -1.95% Operating income (before depreciation) 1 179,746 117,866 108,034 % on turnover 10.80% 7.81% 7.93% Plus: Income from participations and Securities 0 63 0 Plus: Extraordinary Revenue & Non – operating 76,871 43,753 29,472 Income Less: Extraordinary Expenses & Non - operating -98,634 -33,430 -22,636 losses Total -21,763 10,386 6,836 Earnings before interest, depreciation & taxes 157,983 128,252 114,870 % on turnover 9.50% 8.50% 8.44% Plus: Interest & other related income 8,194 2,964 499 Less: Interest & other related expenses -23,907 -12,973 -6,635 Total -15,713 -10,009 -6,135 Earnings before depreciation & taxes 142,270 118,243 108,734 % on turnover 8.50% 7.84% 7.98% Less: Depreciation Charges -15,628 -23,225 -24,903 Earnings before income tax 126,641 95,018 83,832 % on turnover 7.60% 6.30% 6.16% Less: Income tax -43,362 -33,235 -29,368 Less: Other taxes -177 -235 -178 Income tax & other taxes -43,539 -33,470 -29,546 Less: Board of Directors remuneration 2 0 -201 -201 Earnings after income tax and other taxes and 83,102 61,347 54,085 BoD remuneration 2 % on turnover 5.00% 4.07% 3.97% Tax audit differences3 -616 0 0 Earnings after taxes, BoD remuneration and Tax 82,486 61,347 54,085 audit differences 2,3 % on turnover 4.90% 4.07% 3.97% Total dividend (´000 Euros) 46,955 58,715 55,391 Weighted number of shares 4 105,507,600 107,705,675 110,782,980 Number of shares at year end 105,507,600 110,782,980 110,782,980

PER SHARE DATA (in Euros) 2000 2001 2002 Earnings before depreciation and taxes 5 1.35 1.10 0.98 Earnings before taxes 5 1.2 0.88 0.76 Earnings after taxes and BoD remuneration 2,5 0.79 0.57 0.49 Earnings after taxes, BoD remuneration and Tax 0.78 0.57 0.49 audit differences 3,5 Dividend per share 6 0.45 0.53 0.50 ∗ The account “Selling expenses” includes provision amount € 2,348 thousand for doubtful debtors for year 2000, € 2,054 thousand for year 2001 and € 1,000 thousand for year 2002. 33 / 149

Notes:

1 Gross Profit and Operating Income figures as they appear in the above table differ from the respective figures as they appear in the published accounting financial statements of the Company since in the published statements total depreciation charges are deducted from “Earnings before taxes and depreciation”. Gross Profit and Operating Income figures as they appear in the above table exceed published figures by the amount corresponding to total depreciation charges relating to C.O.S and Administrative & Selling Expenses.

2 In year 2000 no remuneration was effected to the BoD members. For the years 2001-2002 the BoD members, in their capacity as members, received total remuneration amounting to € 201.000 each year.

3 The tax audit differences appear in the table above as they appear in the published financial statements and relate to previous years´ taxes.

4 The weighted number of shares reflects the cash share capital increase (July 2001), the capitalization of reserves, and, the capitalization of the asset revaluation reserve.

5 Based on the weighted number of shares (July 2001).

6 Based on the number of shares at year end adjusted only for the stock split approved by the GSMs of 2.6.2000, 28.9.2000 and 19.12.200 which decided the reduction of the nominal value of each Motor Oil share from €88.04 to €0.30. The 2002 dividend amount per share regards the proposal of the Company BoD to the General Assembly of Company Shareholders.

Turnover

The company turnover increase or decrease is mainly a function of the following factors: a) Sales - Volume b) Crude Oil and Petroleum Product prices. c) Euro / U.S Dollar parity.

More specifically, in 2002 the Company´ s turnover decreased by 9.7% compared to 2001, from € 1,508.8 million to € 1,361.8 million. This reduction was due to the reduction in the average USD /Euro parity by 6%, the lower sales - volume by 6% (as a consequence of reduced sales of Jet Fuels caused by the September 11th events) while the increase in the weighted average price of petroleum products by 2% affected positively the Company´ s turnover. Industrial sales (that is, petroleum products produced at the refinery of MOTOR OIL) account for the bulk of Company turnover comprising 83.4% in 2002 , 87.4% in 2001 and 80.7% in 2000.

Cost of Goods Sold (before Depreciation) - Gross Profit

Cost of Goods Sold (before depreciation) amounted to € 1,234.1 million in 2002 from € 1,371.4 million in 2001. As a result, the Gross Profit (before depreciation) decreased by 7.1% from € 137,422 thousand in 2001 to € 127,671 thousand in 2002.

It must be emphasized that the Cost of Goods Sold figure includes the Refinery Operating Cost (ROC) which in the last three years developed as follows:

(in ´000 Euros) 2000 2001 2002 Refinery Operating Cost 53,869 56,761 68,270 Percentage change over previous year 6.7% 5.4% 20.3%

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The Refinery Operating Cost (ROC) increased by 20.3% during 2002 and this had a negative impact on the profitability of the Company. This ROC increase is accounted for by the increase in the insurance premium, for the refinery assets, which amounted to Euros 9.0 million in 2002 from Euros 1.0 million in 2001.

Excluding ROC, the Gross Profit amounted to Euros 195.9 million in 2002 from Euros 194.2 million in 2001, despite adverse international conditions, thus confirming the Company´ s high and stable profitability.

The reasoning behind the Company´ s high profitability is twofold: a) the Company´ s emphasis on the sale of higher value added products, and b) the Company´ s ability to place its products in all three main markets (domestic, bunkering/aviation, exports) achieving sales optimization taking advantage of favorable conditions of each market whenever this may be the case. Also the Company manages to reduce sales risk and improve the profit margins.

The development of the Company Gross Profit Margin in U.S.D / MT for the last three years is shown below:

GROSS PROFIT MARGIN (IN $/MT) 2000 2001 2002 Profit Margin from Crude Oil Refining 44.5 31.3 33.8 Profit Margin from Commercial Activities 5.0 5.7 9.3 Weighted Profit Margin 38.5 27.2 30.8

Other Operating Income

Other operating income amounted to Euros 6,865 thousand in 2002 from Euros 7,431 thousand in 2001 (a decrease of 7.6%). These revenues comprise 0.5% of Company turnover.

Operating Expenses (Administrative and Selling)

In 2002 the administrative expenses as a percentage on Company turnover amounted to 1.1% and as an absolute figure amounted to Euros € 14,673 thousand compared to Euros 15,454 thousand in 2001 (a decrease of 5.05%). The most significant components of administrative expenses are the salaries of administration personnel, the rent payment for Company Headquarters and the special exports rates the Company has the right to levy according to the relevant Law. The decrease in the administrative expenses by 5.05% in 2002 is, by and large, accounted for by the lower rates levied on Company exports.

The selling expenses amounted to Euros 11,829 thousand in 2002 compared to Euros 11,533 thousand in 2001 (an increase of 2.6%), as a result of increased transportation and storage expenses in conjunction with lower provision for doubtful receivables compared to 2001. These expenses make up 0.87% of Company’s 2002 turnover.

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The amounts of provisions for doubtful receivables for each of the last three years which were included in selling expenses have as follows: € 1,000 thousand for 2002, € 2,054 thousand for 2001, and € 2,348 thousand for 2000.

The Company’s operating expenses for the years 2000-2002 are described below:

(Amounts in Euro) 2000 2001 2002 Administrative expenses 15,277 15,454 14,673 % change 25.70% 1.15% -5.05% % on turnover 0.90% 1.02% 1.08% Selling expenses 10,108 11,533 11,829 % change -9.00% 14.11% 2.57% % on turnover 0.60% 0.76% 0.87% Total operating expenses 25,385 26,987 26,502 % change 9.10% 6.31% -1.80% % on turnover 1.50% 1.79% 1.95%

Operating Income

As a result of the above mentioned factors, in 2002 the Operating Income of the Company (before depreciation) decreased in absolute terms by 8.3 % to € 108,034 thousand compared to € 117,866 thousand in 2001. However, the Operating Profit Margin showed a slight improvement from 7.8% in 2001 to 7.9% in 2002.

Interest Income and Other Related Income

Interest earned in 2002 amounted to € 499 thousand, which indicates a decline of 83.2% compared to € 2,964 thousand earned in 2001, mainly because of interest payments collected by related companies belonging to the Group of the Vardinoyannis family and the decrease in interest rates charged on customer receivables.

Interest Expense and Other Related Expenses

Financing expenses for 2002 amounted to € 6,635 thousand compared to € 12,973 thousand in 2001 despite the increased working capital needs of the Company. This decrease in financing expenses was mainly the result of the interest rate drop as well as of the financing policy adopted by the Company which facilitated a significant reduction on the average borrowing rate.

Extraordinary Revenues & Non – Operating Income

90% of Extraordinary Revenues of the Company relate to foreign exchange gains (€ 26.2 million) generated, by and large, as a result of purchases of crude oil, exports and repayment of foreign currency denominated loans. This type of revenue, with the exception of grants received by the Organization of Labor Force Employment (OAE∆ in Greek) and the various compensations received by insurance companies, relates only to the realized gains since the unrealized ones, according to the Greek Accounting Standards (code of books and records), are included in the Balance Sheet account “Other Provisions” and do not affect yearly earnings (€ 17.4million).

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Non –Operating Income amounted to € 8 thousand in 2002 compared to € 41 thousand in 2001 and includes mainly profit from the sale of fixed assets.

Extraordinary Expenses & Non – Operating Losses

96% of Extraordinary Expenses of the Company relate to both realized and unrealized foreign exchange losses (€20.5 million) generated as a result of purchases of crude oil, exports and loans in foreign currency. According to the Greek Accounting Standards these expenses are charged to year earnings.

Non – Operating Losses amounted to € 1,211 thousand in 2002 compared to € 169 thousand in 2001 and include mainly losses from destroyed inventory.

Depreciation

Depreciation allocation on various types of operating expense is described below:

(Amounts in ´000 Euros) 2000 2001 2002 Share of depreciation on Cost of Goods Sold 14,475 21,556 23,474 Share of Depreciation on Administrative expenses 889 1,615 1,396 Share of Depreciation on Selling expenses 264 54 33 TOTAL DEPRECIATION 15,628 23,225 24,903

Earnings Before Taxes

Motor Oil utilized the high complexity factor of its refinery as well as its lubricant complex (the only one in Greece) and maintained a high profitability record demonstrating particular stability in this regard despite adverse international conditions which prevailed in the oil market in 2002. The Company took advantage of the flexibility of its production units and of its technical Know-How to succeed in sustaining a high level of profitability.

Company earnings before taxes for 2002 amounted to € 83.8 million lower by 11.8% compared to 2001 earnings of € 95.0 million. This decrease is mainly attributed to the significant increase in the insurance premium for the refinery assets as a result of the September 11th, 2001 events and to the lower sales of Jet Fuels because of adverse international conditions.

In 2002 Company EBT Margin was 6.16% on total turnover compared to 6.3% in 2001.

Taxes

Taxes for 2002 amounted to € 29,546 thousand compared to €33,470 thousand in 2001 corresponding to 35% of 2002 Company earnings.

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5.3. Company Balance Sheet Statements´ Review 2000 - 2002

ASSETS

The Assets´ side of the Balance Sheet Statements as of 31.12.2000, 31.12.2001 and 31.12.2002 of the Company is presented in the table below:

(Amounts in ´000 s Euros) 2000 2001 2002 ASSETS Formation Expenses 4,057 5,863 6,256 Less: Accumulated depreciation -3,388 -2,278 -3,398 Net Book Value of Formation Expenses 669 3,585 2,858

Net Book Value of intangible assets 118 872 708

Tangible Assets 321,016 354,826 398,927 Less: Accumulated depreciation -139,476 -161,949 -185,383 Net Book Value of Tangible assets 181,540 192,877 213,543

Participations in related companies 6,301 4,981 40,179 Other long term receivables 61,556 11,184 7,157 Total fixed assets 249,515 209,914 261,587

Current Assets Inventories 122,535 108,709 125,221 Receivables Debtors, Promissory notes and Cheques in arrears 157,895 122,863 112,165 Short term receivables from related companies 1,308 1,308 0 Various debtors 67,706 24,762 25,764 Other receivables 364 362 406 Total Receivables 227,273 149,295 138,335 Cash at Bank & at hand 4,309 59,158 37,562 Total Current Assets 354,117 317,162 301,118

Transitory Accounts 2,529 14,803 3,759

TOTAL ASSETS 606,830 545,464 569,322

Off – Balance Sheet accounts 381,001 391,739 364,759

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Formation Expenses

The analysis of the balance of the account Formation Expenses according to the published balance sheet statements of the Company is presented below:

(in 000s Euros) 2000 2001 2002 Foreign Exchange differences on loans received for the 2,345 0 0 purpose of fixed assets purchase Accumulated depreciation -2,345 0 0 Net Book Value of foreign exchange differences on 00 0 loans received for the purpose of fixed assets purchase Other Formation Expenses 1,711 5,863 6,256 Accumulated depreciation -1,042 -2,278 -3,398 Net Book Value of Other Formation Expenses 669 3,585 2,858

TOTAL VALUE OF FORMATION EXPENSES (AT COST) 4,056 5,863 6,256 Accumulated depreciation -3,387 -2,278 -3,398 NET BOOK VALUE OF FORMATION EXPENSES 669 3,585 2,858

Intangible Assets

The balance of the Intangible Assets account (at cost) of the Company includes research and development (R & D) expenses.

Tangible Assets

The analysis of the balance of the Tangible Assets account as of 31.12.2002 is described in the Appendices of the Balance Sheet Statements of the Company (see appendix).

Investments in related companies and other participations

Company investments in related companies and other participations are presented in the Appendices of the Balance Sheet Statements (see appendix) and in Chapter 6 of the annual report.

In summary, the Company participates in the following companies:

% participation “AVIN OIL SA” 100% “OLYMPIC FUEL COMPANY SA” 14% “ATHENS AIRPORT FUEL PIPELINE COMPANY SA” 16% “PYRROS” Shipping company SA (under liquidation) 100%

The acquisition of 100% of the shares of AVIN OIL SA was completed on 7.3.2002 based on a decision taken on 19.12.2001 by the Extraordinary General Assembly of Company Shareholders of MOTOR OIL.

Other Long-Term Receivables

The balance of the account Other Long-Term Receivables as of 31.12.2002 amounted to € 7,157 thousand from € 11,184 thousand in 31.12.2001 due to the decrease in the amount of prepayment of rental payments and guarantees.

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Inventories

Year-end inventories (finished goods, raw materials, consumables etc.) are valued at the lower value between the moving weighted average of purchase cost and the market value at the end of each accounting period as prescribed by the Greek Accounting Standards. Moreover, year end in-house produced product inventories (wastes and byproducts not included) are valued in the lower price among cost of production, cost of reproduction at the end of the accounting period and net realizable value.

The Company adopts the weighted average method for the evaluation of its inventories. It must be stressed that because of the nature of Company products, economic depreciation of inventories is ruled out while the volume of transactions (purchases – sales) achieved during each accounting period eliminates the possibility of “slowly” moving inventories, in particular, with relation to petroleum products.

Moreover, as it turned out from the natural inventory conducted, the Company keeps a stock of spare parts which were purchased for the purpose to be used in maintenance and repair works of its machinery. This stock concerns a large number of items, some of which are of high value and slow moving in general. The management of the refinery has declared that this situation is acceptable because these spare parts are accompanying items of the new machinery and of the equipment purchased by the Company in order to be in operational readiness. More specifically, keeping a safety stock of such items is a prerequisite for the Company on two counts: firstly, in order to be in a position to meet the maintenance and repair needs of the refinery equipment without delays and, secondly in order to avoid any refinery units remaining idle as a consequence of a certain spare part not being immediately available since a shortage may have serious an impact on Company production.

As of 31.12.2002 value of spare parts at cost amounted to € 11,318 thousand, while as of 31.12.2001 amounted to € 10,509 thousand and as of 31.12.2000 amounted to € 8,825 thousand.

The aggregate value of inventories as of 31.12.2002 amounted to € 125,221 thousand compared to € 108,709 thousand as of 31.12.2001, the increase being justified by the rise in the price of crude oil and its products, since a steady Company policy calls for keeping minimum product inventories.

Customers

The greater part of the balance of this account concerns mostly customer receivables (after allowances for bad debtors) for 2002 which amounted to € 112,008 thousand as of 31.12.2002 compared to € 122,818 thousand as of 31.12.2001 the decrease being justified by the USD devaluation in relation to Euro and partly to the fall in Company turnover. Debtor days from customers was 30.1 in 2002, 29.7 in 2001 and 34.5 in 2000.

The ageing analysis of the balance of the account “Debtors” as of 31.12.2002 (before provisions for doubtful accounts of approximately € 6,276 thousand) is presented in the following table:

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Amounts in ´000 € % Up to 30 days 98,558.70 83.3% From 31 to 60 days 11,730.90 9.9% From 61 to 90 days 2,995.00 2.5% From 91 to 120 days 1,290.50 1.1% From 121 to 150 days 0.00 0.0% From 151 to 365 days 0.00 0.0% Over 365 days 3,708.80 3.1% TOTAL 118,283.90 100.0%

Other receivables

The balance of the account “Other receivables” amounted to € 406 thousand as of 31.12.2002 compared to € 358 thousand as of 31.12.2001 and concern mainly consignment of customs duties and advances.

Various debtors

The balance of the account “Various Debtors” amounted to € 25,764 thousand as of 31.12.2002, compared to € 24,761 thousand as of 31.12.2001 and includes mainly income tax advances and VAT return.

Cash at Bank & at hand

As of 31.12.2002 the balance of “Cash at Bank & at Hand” amounted to € 37,562 thousand compared to € 59,159 thousand as of 31.12.2001 and it concerned current and time deposits. It must be noted that the reasoning behind the particularly high cash & bank balance as of 31.12.2001 is the share capital increase of the Company through the Athens Stock Exchange which took place in July 2001.

Transitory accounts

As of 31.12.2002 the balance of Transitory accounts amounted to € 3,759 thousand compared to € 14,803 thousand as of 31.12.2001.

Off – Balance Sheet accounts

As of 31.12.2002 the balance of Off – Balance Sheet accounts amounted to € 364,759 thousand and its analysis is provided in the Appendices of the Balance Sheet Statement (see appendix)

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LIABILITIES & SHAREHOLDERS’ EQUITY

The Liabilities & Shareholders´ Equity side of the Balance Sheet Statement of years 2000 – 2002 of the Company is analyzed in the table below:

(Amounts in ´000 s Euros) 2000 2001 2002 LIABILITIES & SHAREHOLDERS´ EQUITY

SHAREHOLDERS ´EQUITY Paid up share capital 30,963 32,512 33,235 Share Premium Reserve - 52,788 52,065 Revaluation Reserve – Subsidies 926 2,474 2,647 Reserves 51,274 55,680 59,089 Retained earnings 13,641 13,134 9,108 TOTAL SHAREHOLDERS EQUITY 96,805 156,587 156,144

PROVISIONS FOR CONTINGENT LIABILITIES 21,528 6,390 21,762

LIABILITIES

Long term liabilities Debenture loans 30 - - Bank loans 161,188 169,332 152,183 Other long term liabilities 2 2 2 Long term Liabilities Aggregate 161,220 169,334 152,185

Short term liabilities Suppliers and Promissory Notes payable 47,845 62,347 55,775 Bank loans 147,739 332 67,304 Taxes and duties payable 52,654 28,552 28,406 Dividends payable 46,955 58,715 33,235 Other short term liabilities 4,336 11,314 4,495 Short Term Liabilities Aggregate 299,529 161,260 189,215

TOTAL LIABILITIES 460,749 330,594 341,400

Transitory Accounts 27,748 51,893 50,015 TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY 606,830 545,464 569,322

Off - Balance Sheet accounts 381,001 391,739 364,759

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Shareholders´ Equity

As of 31.12.2002 “Shareholders´ Equity” aggregate remained almost the same compared to 31.12.2001, mainly due to the distribution of Company´ s earnings to shareholders, and amounted to € 156,144 thousand compared to €156,587 thousand. The breakdown of the balance of the account “Shareholders´ Equity” for the last three years is described in more detail in the following table:

( in ´000 s Euros) 2000 2001 2002 SHAREHOLDERS ´ EQUITY I. Paid-up Share Capital 30,963 32,512 33,235 II. Share Premium Reserve 0 52,788 52,065 III. Revaluation Reserves–Investment Allowances Fixed Assets Investment Allowances 926 2,474 2,647 IV. Capital Reserves Ordinary Reserve 10,095 13,176 15,894 Special Reserves 2,007 2,006 2,007 Extraordinary Reserves 2,590 2,590 2,590 Tax-exempt Reserves 36,582 37,907 38,598 Total Reserves 51,274 55,680 59,089 V. Retained Earnings Retained earnings 13,641 13,134 9,108 Total Retained earnings 13,641 13,134 9,108 SHAREHOLDERS´ EQUITY AGGREGATE 96,805 156,587 156,144

Provisions

The balance of this account includes the provision created by the Company for employee retirement benefits and the unrealized gains from foreign exchange differences of short-term and long-term receivables and liabilities. It is noted that as of 31.12.2002 the amount of € 17,439.2 thousand, included in the account “provisions”, concerns unrealized gains from foreign exchange differences and is recorded in the Balance Sheet Statement and not in the Income Statement for the year according to Greek Accounting Standards.

The Company since 1994 onwards stopped creating additional provision for employee retirement benefits based on the legal opinion 205/88 of the State Legal Council and pursuant to the tax regulation. The evolution of the provision shortfall resulting from the difference between the provision amount MOTOR OIL should have created pursuant to Codified Law 2112/1920 and the actual provision amount as it appears in the published Balance Sheet Statements of the Company is presented in the table below:

(in ´000 s Euros) 2000 2001 2002 Provision for Employee retirement benefits (CL 2112/1920) 12,616 16,323 21,423 Provision amount on Company´ s Financial Statements 4,323 4,323 4,323 Provision amount shortfall (cumulative amount) 8,293 12,000 17,100

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Long-Term Liabilities

As of 31.12.2002 the balance of this account was € 152,183 thousand down from € 169,334 thousand as of 31.12.2001 following the translation of loans denominated in other currencies into Euros, according to the exchange rates prevailing at year end, which created this foreign exchange gain.

The balance of this account concerns, by and large, the long-term Syndicated Loan of USD 150,000,000 arranged by CITIBANK N.A, within the context of debt refinancing effected by the Company at the end of year 2000 (from short-term to long-term). The duration of this Loan is five years and its balance as of 31.12.2002 was € 151,694,000.

Suppliers and Promissory Notes Payable

As of 31.12.2002 the balance of the account “Suppliers and Promissory Notes Payable” (excluding accrued interest) amounted to € 55,775 thousand compared to € 62.2002 as of 31.12.2001. Moreover, number of creditor days equaled 16.2 in 2002, compared to 16.3 in 2001 and 11.9 in 2000. The decrease in the balance of this account as of 31.12.2002 is attributed on the Euro/Dollar parity as well as on lower purchases of raw material and finished products.

The ageing analysis of suppliers´ balance as of 31.12.2002 is presented in the table below:

Amounts in ´000 € Percentage Up to 30 days 45,212.2 81.1% From 31 to 60 days 10,562.9 18.9% From 61 to 90 days 0 0.0% Over 90 days 0 0.0% TOTAL 55,775.1 100.0%

Short-Term Loans

As of 31.12.2002 Company short-term debt amounted to € 67,304 thousand from € 332 thousand as of 31.12.2001 due to increased working capital needs and the rise in the prices of crude oil and petroleum products.

It must be emphasized that as of 31.12.2001 Company short-term debt reached at extremely low level because of the reasonable period of time required to utilize the funds raised from the share capital increase by the Athens Stock Exchange in July 2001 which consequently contributed to the high level of cash at year end.

Taxes and Duties payable

The balance of this account as of 31.12.2002 concerns mainly the income tax liability of the Company for year 2002 earnings.

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Dividends Payable

The balance of this account concerns the aggregate dividend amount payable to Company shareholders according to the Earnings Appropriation Account.

As of 31.12.2002 the dividend amount payable equaled € 33,235 thousand. Year 2002 full dividend amount equaled € 55,391 thousand since the Company proceeded with the distribution of an amount of € 22,156 as interim dividend (€ 0.20 per share) on 20.12.2002.

Transitory Accounts

The balance of this account relates mainly to crude oil Bills of Lading not yet invoiced at year end. As of 31.12.2002 the balance of this account amounted to € 50,015 thousand compared to €51,893 thousand as at 31.12.2001.

5.3.1. Intra-Group Transactions with related Companies

The development of the balance of accounts receivable and payable of the related companies PEDESTAL S.A - MERVEL S.A - CHARLES WAIN, which belong to the Vardinoyannis group of companies, during the three year period 2000-2002 according to the Company Balance Sheet Statements is presented hereunder:

ACCOUNT BALANCE AT YEAR END 31.12.2000 31.12. 2001 31.12.2002 (Amounts in ´000 Euros) CUSTOMERS MERVEL 13,015 0 0 MERVEL/Interest 1,887 0 0 PEDESTAL/Interest 1,475 0 Total 14,902 1,475 0 VARIOUS DEBTORS CHARLES WAIN 34,043 0 0 CHARLES WAIN/Interest 4,933 537 0 Total 38,976 537 0 LONG TERM RECEIVABLES PEDESTAL 44,933 0 0 PEDESTAL/Interest 3,146 0 0 Total 48,079 0 0 SUPPLIERS PEDESTAL -18,354 -47,332 -35,136 Total -18,354 -47,332 -35,136 TOTAL 83,604 -45,320 -35,136

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5.4 Sources and Uses of Funds

(Amounts in ´000 Euros) 2000 2001 2002 TOTAL % OF 2000- TOTAL 2002 SOURCES OF FUNDS Earnings before tax 126,641 95,018 83,832 305,490 39.1 Depreciation 15,628 23,225 24,903 63,755 8.2 Provisions 1 8,946 -13,072 12,372 8,246 1.0 Share Capital increase 0 54,336 0 54,336 7.0 Increase in Short Term bank debt 0 0 66,972 66,972 8.6 Decrease in working capital 0 112,618 0 112,618 14.4 Increase in other long term liabilities 0 0 0 0 0 Increase in long term bank debt 159,959 8,340 0 168,299 21.5 Increase in fixed asset allowances 0 1,548 173 1,721 0.2 TOTAL 311,173 282,013 188,252 781,438 100.0

USES OF FUNDS Increase in working capital 73,922 0 34,000 107,922 13.8 Change in cash and bank balances 2,413 54,849 -21,596 35,666 4.6 Net change in formation expenses 3 550 1,806 393 2,749 0.4 Net change in intangible assets 0 967 71 1,038 0.1 Net change in fixed assets 4 79,340 36,491 42,127 157,958 20.2 Increase (decrease) in participations and 6,589 -51,692 31,171 -13,932 -1.8 other long term receivables Dividends 46,955 58,715 55,391 161,061 20.6 Decrease in other long term liabilities 27 0 0 27 0.0 Income tax , other taxes and tax audit 44,155 33,470 29,546 107,171 13.7 differences (previous years) Decrease in long term debt and bills of 1,799 0 17,149 18,948 2.4 exchange payables 2 Decrease in short term bank debt 55,322 147,407 0 202,729 25.9 Decrease in fixed asset allowances 101 0 0 101 0.0 TOTAL 311,173 282,013 188,252 781,438 100.0

1 Provisions = Closing Balance of «Provisions» (Liabilities´side) -Opening Balance of «Provisions» (Liabilities´side) + Closing Balance of «Provisions» (Assets´side) – Opening Balance of «Provisions» (Assets´side). 2 Increase / Decrease in Long-Term Bank Debt = Closing Balance of «Long-Term Bank Debt» – Opening Balance of «Long-Term Bank Debt» + Closing Balance of «Current portion of Long Term Bank Debt payable in the next accounting period» – Opening Balance of «Current portion of Long –Term Bank Debt payable in the next accounting period» 3 Net Change in Formation Expenses =Closing Balance of «Formation Expenses after depreciation» – Opening Balance of «Formation Expenses after depreciation» + Depreciation Charges on Formation Expenses. 4 Net Change in Fixed Assets = Closing Balance of «Tangible & Intangible Fixed Assets after depreciation» + Depreciation charge for the year on Tangible & Intangible Fixed Assets – Opening Balance of «Tangible & Intangible Fixed Assets after depreciation» – Net Revaluation of Tangible & Intangible Fixed Assets

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5.5 Company Key Financial Ratios

The key financial ratios of the Company for the period 2000-2002 are presented in the following table: 2000 2001 2002 Growth Ratios (%) Turnover (Sales) 80.3% -9.6% -9.7% Earnings before Taxes 73.4% -25.0% -11.8% Earnings after Income Tax & BoD Remuneration 96.2% -26.2% -11.8% Earnings after Income Taxes, BoD Remuneration and Tax 119.9% -25.6% -11.8% Audit Differences (previous’ years) Tangible Fixed Assets (valued at historic cost) 33.5% 10.5% 12.4% Total Assets 26.6% -10.1% 4.4%

Earnings Margin Ratios (%) Gross Profit Margin (before depreciation) 11.8% 9.1% 9.4% Net Profit Margin before Taxes 7.6% 6.3% 6.2% Net Profit Margin after Income tax & BoD Remuneration 5.0% 4.1% 4.0%

Return on Capital Ratios (%) Average Own Capital & Reserves 160.1% 75.0% 53.6% Average Total Assets 27.7% 18.7% 16.2%

Liquidity Ratios (:1) Current Ratio 1.09 1.56 1.27 Acid - Test Ratio 0.72 1.05 0.75

Efficiency Ratios (number of days) Average Collection Period (Debtors, Bills of Exchange in 34.5 29.7 30.1 arrears and Bankers´ Drafts Receivable) Average Payment Period (Trade Creditors, Bills of 12.2 17.0 16.2 Exchange and Bankers´ Drafts Payable) Inventory Turnover 30.4 29.0 36.3

Interest Coverage Ratios (%) Interest Expense / Earnings before Interest Expense & 15.9% 12.0% 7.3% Taxes Interest Expense / Gross Profit 12.1% 9.4% 5.3%

Capital Structure Ratios (:1) Debt / Equity 5.05 1.89 2.51 Bank Debt / Equity 3.19 1.08 1.41

In 2002 Company turnover declined by 9.7% compared to 2001. This decrease is attributed to the weakening of USD/Euro parity as well as the lower sales volume of Jet Fuels because of adverse international conditions.

In 2002 Company earnings before taxes declined by 11.8% compared to 2001 because of the 8 million Euro increase in insurance premium for the refinery premises (from 0.8 million Euros to 8.8) consequently to the September 11th, 2001 events.

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In 2002 the gross profit margin (before depreciation) improved to 9.4% up from 9.1% in 2001 confirming the ability of the Company to attain high and stable profitability margins even during negative market conditions internationally.

The net profit margin (before tax) remained at 6.2% in 2002 compared to 6.3% in 2001. The stability of the net profit margin is attributed to the improvement of the gross profit margin of the Company.

In 2002 the return on average own capital & reserves deteriorated to 53.6% down from 75% in 2001 as a consequence of the decrease in Company´ s Earnings before Taxes. Moreover, in 2002 the return on average total assets deteriorated to 16.2% down from 18.7% in 2001.

The current ratio of the Company declined to 1.27 in 2002 from 1.56 in 2001 while the acid-test ratio declined to 0.75 from 1.05.

The average collection period (Debtors, Bills of Exchange in arrears and Bankers´ Drafts Receivable) was 30.1 days in 2002 compared to 29.7 days in 2001. The average payment period was 16.2 days in 2002 compared to 17 days in 2001. Furthermore, inventory turnover was 36.3 days in 2002 compared to 29 days in 2001.

The debt/equity ratio was 2.51 in 2002 compared to 1.89 in 2001 and 5.05 in 2000. The increase in this ratio between 2001/2002 is accounted for by the increase in the short term bank debt of the Company. For the same reason the bank debt/ equity ratio increased to 1.41 in 2002 from 1.08 in 2001.

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DESCRIPTION OF KEY FINANCIAL RATIOS GROWTH RATIOS (%) Turnover (Sales) = [(Current Year´ s Turnover – Previous Year´ s Turnover ) / Previous Year´ s Turnover ] *100 Earnings before Taxes = [(Current Year´ s Earnings before Taxes – Previous Year´ s Earnings before taxes / Previous Year´ s Earnings before Taxes ] *100 Earnings after Income Tax and BoD = [(Current Year´ s Earnings after Income Tax & BoD Remuneration Remuneration – Previous Year´ s Earnings after Income Tax & BoD Remuneration) / Previous Year´ s Earnings after Income Tax & BoD Remuneration] *100 Earnings after Income Tax, BoD = [(Current Year´ s Earnings after Income Tax, BoD Remuneration and Tax Audit Remuneration and Tax Audit Differences (previous years) - Differences (previous years) Previous Year´ s Earnings after Income Tax, BoD Remuneration and Tax Audit Differences (previous years) )/ Previous Year´ s Earnings after Income Tax, BoD Remuneration and Tax Audit Differences (previous years )] * 100 Tangible Fixed Assets (valued at = [(Current Year´ s Tangible Fixed Assets (valued at historic historic cost) cost) – Previous Year´ s Tangible Fixed Assets (valued at historic cost)) / Previous Year´ s Tangible Fixed Assets (valued at historic cost)] * 100 Total Assets = [(Current Year´ s Total Assets – Previous Year´ s Total Assets) / Previous Year´ s Total Assets )*100 PROFIT MARGIN RATIOS (%) Gross Profit Margin (before = [Gross Profit (before depreciation) / Turnover] * 100 depreciation) Net Profit Margin before Taxes = [Earnings before Taxes / Turnover] * 100 Net Profit Margin after Income Tax & = [ Earnings after Taxes & BoD Remuneration / Turnover ] * 100 BoD Remuneration RETURN ON CAPITAL RATIOS (%) (before taxes) Average Own Capital & Reserves = [Current Year´ s Earnings before Taxes /(Current Year´ s Own Capital & Reserves + Previous Year´ s Own Capital & Reserves/2)]*100 Average Total Assets = {( Current Year´ s Earnings before Taxes + Interest Expenses )/[(Current Year´ s Total Assets + Previous Year´ s Total Assets )/2]}*100 LIQUIDITY RATIOS (:1) Current Ratio = (Current Assets + Assets´ side Transitory Accounts) / (Total Short-Term Liabilities + Liabilities´ side Transitory Accounts) Acid – Test Ratio = (Current Assets + Assets´ side Transitory Accounts – Inventory) / (Short-Term Liabilities + Liabilities´ side Transitory Accounts) EFFICIENCY RATIOS (number of days) Receivables = [(Current Year´ s Trade Receivables (Debtors, Bills of Exchange and Bankers´ Drafts Receivable) /Current Year´ s Turnover) ]* 365 Payables = [(Current Year´ s Trade Payables (Creditors, Bills of Exchange and Bankers´ Drafts Payable)/ Current Year´ s Cost of Goods Sold ] * 365 49 / 149

Inventory = (Current Year´ s Inventory Closing Stock/ Current Year´ s Cost of Goods Sold (before depreciation )* 365

CAPITAL STRUCTURE RATIOS Liabilities / Equity = (Long-Term Liabilities + Short-Term Liabilities + Liabilities´ side Transitory Accounts) / Total Own Capital & Reserves Bank Debt / Equity = (Long-Term Bank Loans + Short-Term Bank Loans + Current portion of Long Term Bank Loans payable in the next accounting period ) / Total Own Capital & Reserves INTEREST COVERAGE RATIOS (%) Interest Expense / Gross Profit = Interest Expense and related Expenses / Gross Profit (before depreciation) Interest Expense / Earnings before Interest = Interest Expense and related Expenses / (Earnings before Expense and Taxes Taxes + Interest Expense and related Expenses )

5.6 Cash Flow Statements

The Cash Flow Statements of the Company along with the Auditors´ Reports are included in the Appendix of this Annual Report (see appendix).

5.7 Share Market Price Development

The closing of the market price of the share of the Company on the last business day of the Athens Stock Exchange, the total monthly share trading volume (both in quantity and value), and the closing price of the ASE General Index on the respective dates, are presented in the following table:

A.S.E. MOTOR OIL General Index CLOSING SHARE TRADING VOLUME CLOSING DATE PRICE (€) PRICE Number of Shares Euros 28-12-01 8.24 587,599 4,867,757.20 2,591.56 31-01-2002 7.74 196,105 1,561,635.50 2,596.75 28-02-2002 7.68 185,101 1,428,021.20 2,332.89 28-03-2002 8.32 1,780,725 15,776,170.88 2,280.72 30-04-2002 8.36 168,981 1,381,934.50 2,218.35 31-05-2002 8.50 264,088 2,254,916.70 2,297.56 28-06-2002 7.90 88,734 719,710.40 2,237.86 31-07-2002 7.88 50,590 398,091.00 2,115.39 30-08-2002 7.70 43,160 335,867.20 2,129.06 30-09-2002 6.78 74,699 535,704.02 1,837.52 31-10-2002 7.16 320,204 2,239,742.08 1,785.28 29-11-2002 7.20 233,855 1,611,985.20 1,872.83 31-12-2002 6.90 414,509 2,878,817.04 1,748.42

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5.8 Consolidated Financial Statements

The Company produced Consolidated Financial Statements for the first time for the 1999 accounting period. The following companies are included in the Consolidated Financial Statements:

- MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. - AVIN OIL S.A.

Up until March 7th 2002, AVIN OIL was not a MOTOR OIL subsidiary. Nevertheless, nine (9) MOTOR OIL BoD members participated in the BoD of AVIN OIL and this fact constituted condition for (horizontal) consolidation even though there was no direct participation of one company in the share capital of the other company.

On March 8th, 2002 MOTOR OIL acquired 100% of the shares of AVIN OIL.

The consolidation is effected according to the method of “Full Consolidation”.

It must be emphasized that as a result of the acquisition of AVIN OIL by MOTOR OIL on March 8th, 2002, the Consolidated Earnings of 2002 and the balances of certain Consolidated Balance Sheet Statement accounts as of 31.12.2002 cannot be directly compared to the respective figures of 2001 and as of 31.12.2001.

The Consolidated Financial Statements of the Company are presented in the next tables. The Consolidated Financial Statements have been audited by Deloitte & Touche.

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5.8.1. Consolidated Turnover and Earnings Review 2000 - 2002

The development of annual Consolidated Earnings during the three year period 2000-2002 is presented in the following table: (Amounts in ´000s Euros) 2000 2001 2002 Turnover 1,899,815 1,790,362 1,591,910 Less: Cost of Goods Sold (before depreciation)1 -1,669,720 -1,613,428 -1,429,735 Gross Profit (before depreciation) 1 230,095 176,934 162,175 % on Turnover 12.1% 9.9% 10.2% Plus: Other Operating Income 9,004 10,247 9,289 Total 239,099 187,181 171,464 Less: Administrative Expenses (before depreciation)1 -19,469 -20,523 -19,363 Less: Selling Expenses (before depreciation)1 -30,409 -36,908 -35,017 Total Operating Expenses -49,878 -57,431 -54,380 % on Turnover 2.6% 3.2% 3.4% Operating Income (before depreciation)1 189,221 129,750 117,084 % on Turnover 10.0% 7.2% 7.4% Plus: Income from Participations & Securities - 63 - Plus: Extraordinary Revenue & Non–Operating 79,648 44,620 31,122 Income Less: Extraordinary Expenses & Non – Operating -101,482 -34,070 -23,061 Losses Less: Provisions for Extraordinary Risks -602 - - Total -22,436 10,613 8,060 Earnings before Interest, Deprecation and Taxes 166,785 140,363 125,144 % on Turnover 8.8% 7.8% 7.9% Plus: Interest and other related income 8,496 3,067 875 Less: Interest and other related expenses -27,137 -15,383 -8,467 Total -18,641 -12,316 -7,591 Earnings before Depreciation and Taxes 148,144 128,047 117,553 % on Turnover 7.8% 7.2% 7.4% Less: Depreciation Charges -18,629 -26,055 -29,018 Earnings Before Taxes 129,514 101,992 88,535 % on Turnover 6.8% 5.7% 5.6% Less: Income tax -44,446 -35,630 -31,908 Earnings after income tax 85,068 66,362 56,628 % on Turnover 4.5% 3.7% 3.6% Tax Audit Differences (previous years´) -1,048 73 - Earnings after Income tax and tax audit 84,021 66,435 56,628 differences (previous years´)2 % on Turnover 4.4% 3.7% 3.6%

1 For the calculation of Operating Income the depreciation charges relating to Cost of Goods Sold, to Administrative and to Selling Expenses have not been taken into account. 2 The tax audit differences appear in the table above as they appear in the published financial statements and relate to previous years´ taxes.

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Turnover

Consolidated turnover for 2002 amounted to € 1,591.9 million from € 1,790.4 million in 2001 (a decrease of 11,1%). The greater part of this decrease of consolidated turnover is attributed to the weakening of the USD in relation to the Euro.

CONSOLIDATED TURNOVER BREAKDOWN BY MARKET TYPE (Amounts in ´000 Euros) 2000 2001 2002 Domestic Sales 1,071,400 1,008,422 998,580 % on consolidated turnover 56.39% 56.33% 62.73% Export sales 828,414 781,940 593,330 % on consolidated turnover 43.61% 43.67% 37.27% CONSOLIDATED TURNOVER AGGREGATE 1,899,814 1,790,362 1,591,910

CONSOLIDATED TURNOVER BREAKDOWN BY TYPE OF ACTIVITY (Amounts in ´000 Euros) 2000 2001 2002 Refining 1,347,344 1,318,250 1,135,510 % on consolidated turnover 70.92% 73.63% 71.33% Commercial 552,470 472,112 456,400 % on consolidated turnover 29.08% 26.37% 28.67% CONSOLIDATED TURNOVER AGGREGATE 1,899,814 1,790,362 1,591,910

Cost of Goods Sold and Gross Profit

In 2002 Gross Profit (before depreciation) decreased by 8.3% compared to 2001 from €176,934 thousand to €162,175 thousand while Gross Profit Margin improved to 10.2% from 9.9%. The following table presents the breakdown of Cost of Goods Sold at consolidated level: (Amounts in ´000 Euros) 2000 2001 2002 Refining 1,159,348 1,185,816 973,334 Commercial 510,371 427,612 456,400 C.O.G.S (BEFORE DEPRECIATION) TOTAL 1,669,720 1,613,428 1,429,734

Other Operating Income

Other operating income decreased to €9,289 thousand compared to €10,247 thousand in 2001 and concerns mainly the recovery of the expenses relating to the C.I.F shipment of goods, the revenue generated for the use of the refinery truck loading terminal and storage fees. This type of income accounts for 0.6% of consolidated turnover.

Operating Expenses (Administrative and Selling)

Total operating expenses (before depreciation) at consolidated level amounted to € 54,380 thousand in 2002 compared to €57,431 in 2001 (a decrease of 5.3%) As a percentage of consolidated turnover these expenses were 3.4% in 2002 compared to 3.2% in 2001.

Interest and other related expenses

Total financing expenses amounted to €8,467 thousand in 2002 compared to €15,383 thousand in 2001. The decrease in financing expenses is attributed mainly to the fall in interest rates along with the financial policy of the Group which led to lower average cost of borrowing in 2002.

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Interest Income and other related revenue

In 2002 interest income decreased to € 875 thousand compared to € 3,067 thousand in 2001 and this is attributed mainly to lower interest charged on settlements with customers.

Extraordinary Revenue & other Non – Operating Income

In 2002 extraordinary revenue & other non-operating income amounted to € 31,122 thousand compared to € 44,620 thousand in 2001 and concerned mainly foreign exchange gains from crude oil purchases, product exports, and payments on foreign currency denominated loans. This type of revenue, with the exception of subsidies received by the Organization of Labour Force Employment (ΟΑΕ∆ in Greek) and the various compensations received from insurance companies, relates only to the realized foreign exchange gains since the unrealized ones, according to the Greek Accounting Standards are included in the Balance Sheet account “Other Provisions” (Euro 17.7 million) and do not affect year earnings.

Extraordinary Expenses & other Non – Operating Losses

In 2002 extraordinary expenses & other non – operating losses amounted to € 23,061 thousand compared to € 34,070 thousand in 2001 and concerned mainly realized and unrealized foreign exchange losses from crude oil purchases, product exports and foreign currency denominated loan translation to Euros which, according to the Greek Accounting Standards, are charged to yearly earnings.

Depreciation

Depreciation allocation on various types of expense accounts is presented in the following table:

DEPRECIATION BREAKDOWN (´000 Euros) 2000 2001 2002 Share of Depreciation on cost of goods sold 14,475 21,556 23,473 Share of Depreciation on administrative expenses 1,068 1,785 2,670 Share of Depreciation on selling expenses 3,087 2,714 2,874 TOTAL DEPRECIATION 18,630 26,055 29,017

Earnings Before Tax

2002 Consolidated Earnings before taxes decreased by 13.2% to € 88,535 thousand compared to €101,992 thousand in 2001 and amounted to 5.6% of consolidated turnover.

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5.8.2. Own Capital & Reserves – Share Book Value

Own Capital & Reserves and Share Book Value on a Consolidated basis are presented in the following table: (amounts in ´000 Euros) 2002 Number of shares 110,782,980 Share Capital 33,235 Share Premium Reserve 52,065 Revaluation Reserve – Subsidies 2,647 Ordinary Reserve 16,166 Extraordinary Reserve 2,590 Special Reserve 2,007 Tax – Exempt Reserve 38,602 Retained earnings 11,175 Own Capital & Reserves Aggregate 158,487 Share Book Value (in Euros) 1.43

5.8.3. Review of Consolidated Balance Sheet Statements

The Consolidated Balance Sheet Statements of 31.12.2000, 31.12.2001, 31.12.2002 are presented in the following tables:

(Amounts in ´000 Euros) 2000 2001 2002 ASSETS Formation expenses 6,026 7,733 8,277 Less: Accumulated Depreciation -4,900 -3,815 -5,143 Net Book Value of Formation Expenses 1,126 3,918 3,135

FIXED ASSETS Net Book Value of intangible assets 118 872 26,611

Tangible Assets 352,226 388,003 435,575 Less: Accumulated depreciation -152,222 -176,671 -202,692 Net Book Value of Tangible Assets 200,004 211,332 232,883 Participations in related companies 7,205 5,885 3,663 Other long term receivables 63,526 13,068 10,875 TOTAL FIXED ASSETS 270,853 231,157 274,032

CURRENT ASSETS Inventories 126,160 113,113 129,938 Receivables Debtors, Promissory Notes and cheques in arrears 179,284 163,999 161,486 Short term receivables from related companies 1,309 1,308 0 Doubtful debtors less provisions 0 0 0 Various Debtors 69,664 27,809 29,438 Other accounts receivable 1,960 3,339 1,090 Total receivables 252,217 196,455 192,014 Cash at Bank and at hand 8,146 62,008 39,483 TOTAL CURRENT ASSETS 386,523 371,576 361,435

TRANSITORY ACCOUNTS 3,465 15,856 5,006

TOTAL ASSETS 661,967 622,507 643,608 Off – Balance Sheet Accounts 417,606 435,820 433,678

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Formation Expenses

As of 31.12.2002 the value of formation expenses at historic cost prices, on consolidated basis, stood at € 8,277 thousand compared to € 7,733 thousand as of 31.12.2001.

Tangible Assets

As of 31.12.2002 the value of tangible assets at historic cost prices, on consolidated basis, stood at € 435,575 thousand up by 12.3% compared to the respective value as of 31.12.2001 which stood at € 388,003 thousand.

Participations in Related and other Companies

The participations in related and other companies, on consolidated basis, are presented in the appendices of the Consolidated Balance Sheet Statements of the Company and in Chapter 6 of this edition of the annual report.

The Company participates (both directly and indirectly) in the following related and other companies on consolidated basis: % participation

“OLYMPIC FUEL COMPANY S.A.” 28% “ATHENS AIRPORT FUEL PIPELINE COMPANY SA” 16% “HELLENIC COMPANY OF AIRCRAFT FUELS S.A.” 50% “AVIN ALBANIA” 100% “PYRROS” Shipping Company S.A. (under liquidation) 100%

Inventories

According to the Consolidated Balance Sheet Statements, as of 31.12.2002 inventories amounted at € 129,938 thousand compared to € 113,113 thousand as of 31.12.2001.

Receivables

According to the Consolidated Balance Sheet Statements, as of 31.12.2002 receivables amounted to €192,014 thousand compared to €196,455 thousand as of 31.12.2001. The decrease noted on the account balance of receivables is attributed to the USD / Euro parity.

The ageing analysis of the balance of the account “Debtors” as of 31.12.2002, on consolidated basis, is presented in the following table:

Amounts in ´000 € % Up to 30 days 95,803.6 73.4% From 31 to 60 days 13,329.4 10.2% From 61 to 90 days 7,257.2 5.6% From 91 to 120 days 3,916.5 3.0% From 121 to 150 days 1,675.1 1.3% From 151 to 365 days 1,860.7 1.4% Over 365 days 6,735.1 5.2% TOTAL 130,577.6 100.0%

Note: before provisions for bad debtors

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Cash and Bank Balances

According to Consolidated Balance Sheet Statements, as of 31.12.2002 Cash and Bank Balances which concerns current account and time deposits amounted to € 39,483 thousand compared to € 62,008 thousand as of 31.12.2001.

(Amounts in ´000 Euros) 2000 2001 2002 LIABILITIES & SHAREHOLDERS´ EQUITY SHAREHOLDERS´ EQUITY Paid up share capital 32,799 34,347 33,235 Share Premium Reserve 0 52,788 52,065 Revaluation Reserves – Fixed Assets Subsidies 1,251 2,799 2,647 Reserves 52,508 57,173 59,365 Retained earnings 15,461 18,668 11,175 TOTAL SHAREHOLDERS´ EQUITY 102,019 165,775 158,486

PROVISIONS FOR CONTINGENT LIABILITIES 21,916 6,750 22,191

LIABILITIES Long term liabilities Debenture loans 33 3 3 Bank loans 178,914 183,963 162,242 Other long term liabilities 0 0 0 Total Long term liabilities 180,440 185,446 163,535

Short term liabilities Suppliers and Promissory notes payable 65,479 76,753 72,266 Short term bank loans 156,857 27,864 100,707 Taxes payable and Social Security liabilities 56,358 34,319 34,339 Current portion of long term liabilities payable within 0 3,130 4,598 the next accounting period Dividends payable 46,955 58,715 33,235 Other short term liabilities 3,178 10,199 3,447 Total short term liabilities 328,828 210,980 248,592

TOTAL LIABILITIES 509,268 396,426 412,127

TRANSITORY ACCOUNTS 28,763 53,556 50,803

TOTAL LIABILITIES & SHAREHOLDERS´ EQUITY 661,966 622,507 643,608

Off – Balance Sheet accounts 417,606 435,820 433,678

Shareholders’ Equity

As of 31.12.2002 Consolidated Shareholders’ Equity amounted to €158,486 thousand compared to €165,775 thousand as of 31.12.2001.

Provisions

As of 31.12.2002 the balance of the account “Provisions and contingent liabilities”, on consolidated basis, amounted to €22,191 thousand and includes the provision created for employee retirement benefits of € 4,460 thousand and other provisions of € 17,731 thousand that relate to the unrealized gains from foreign exchange differences of short-term and long-term receivables and liabilities which, according to the Greek Accounting Standards, are recorded in the account “Other Provisions” and do not affect year earnings.

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The Companies of the Group, based on the legal opinion 205/88 of the State Legal Council, have not created the minimum provision amount for employee retirement benefits as prescribed by the Codified Law 2190/1920. Had the Companies of the Group created provision for personnel retirement benefits according to the Law, this provision amount would exceed the amount appearing on the Consolidated Balance Sheet Statement as of 31.12.2002 by approximately € 18.4 million and the Consolidated Shareholders´ Equity would consequently become equally less. The provision amount corresponding to year 2002 equals € 5.3 million.

Short-Term loans

As of 31.12.2002 the balance of short term loans accounts, on consolidated basis, increased to € 100,707 thousand from € 27,864 thousand as of 31.12.2001 because of increased working capital needs consequently to the increase in crude oil and petroleum products´ prices.

It must be emphasized that, on a consolidated basis, during 2001 short term bank debt stood at low levels because of the reasonable period of time required for the utilization of share capital increase proceeds, achieved through the Athens Stock Exchange in July 2001, which consequently contributed to the high cash balance as of 31.12.2001

Suppliers

As of 31.12.2001 the balance of the account “Suppliers”, on consolidated basis, amounted to €72,266 thousand compared to €76,753 thousand as at 31.12.2001.

The ageing analysis of suppliers´ balance as of 31.12.2002 is presented in the table below:

Amounts in´000 Euros % Up to 30 days 54,692.7 76.2% Fro 31 to 60 days 14,100.2 19.6% From 61 to 90 days 2,972.6 4.1% From 91 to 120 days 0 0 From 121 to 150 days 0 0 From 151 to 365 days 0 0 Over 365 days 39.3 0.1% TOTAL 71,804.8 100.0%

Transitory Accounts

The balance of this account, on consolidated basis, relates mainly to crude oil Bills of Lading not yet invoiced at year end. As of 31.12.2002 the balance of this account amounted to € 50,803 thousand compared to € 53,556 thousand as of 31.12.2001.

5.8.4. Consolidated Cash Flow Statements

The Consolidated Cash Flow Statements of the Company along with the Auditors´ Reports are included in the Appendix of this Annual Report (see appendix).

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6. AFFILIATED COMPANIES – PARTICIPATIONS 6.1 Subsidiaries AVIN OIL Industrial, Commercial & Maritime Oil Company S.A

In March 2002 MOTOR OIL proceeded with the purchase of the aggregate of AVIN OIL shares based on the Ministry of Development approval Nr Κ2-584/15.1.2002. The acquired company was valued at € 37,564,471.07 according to the evaluation report of a special committee of Athens Prefecture of Article 9 of Codified Law 2190/1920. The acquisition and incorporation of AVIN OIL S.A in the MOTOR OIL Group was a commitment undertaken in the process of the introduction of the Company shares in the Athens Stock Exchange (ASE) within a 12 month period following the Public Offering which took place in July 2001.

The acquisition of AVIN OIL gave MOTOR OIL a strong arm in the retail sector of fuel and lubricant sales since the acquired company ranks fourth among its competitors in the Greek market.

AVIN OIL was founded in 1977. The main activity of the company is the sale of liquid fuels, lubricants, LPG and asphalt targeted to a wide array of applications (transportation, industrial and home use). The gas outlet chain of AVIN OIL numbers 540 units and several representatives all over Greece while at the same time the company owns tank-trucks and employs specialized technical personnel. The company is fourth in ranking among its competitors with a market share of 10%. Company turnover in 2002 amounted to € 520 million and earnings before taxes amounted to € 8.4 million.

The AVIN OIL annual turnover breakdown and the respective market share are described in the following tables:

Turnover breakdown (in ´000 MT) 2000 2001 2002 Gasolines 174 218 225 Automotive Diesel – Heating Gasoil 515 635 616 Fuel Oil 86 107 127 LPG 35 39 35 Jet Fuel 0 16 18 Asphalt 179 183 198 Lubricants 9 8 9 Domestic Market Total 998 1.206 1.228 Exports 78 99 97 Total Sales 1.076 1.305 1.325

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AVIN OIL Domestic Market Share (%) 2000 2001 2002 Gasolines 5,3 6,4 6,4 Automotive Diesel – Heating Gasoil 9,2 11,0 10,0 Fuel Oil 12,0 16,1 18,9 LPG 8,7 9,5 9,4 Jet Fuel - 1,4 1,6 Asphalt 44,2 44,2 45,8 Lubricants 9,0 8,4 9,0 TOTAL 9,5 10,1 9,9

The major supplier of AVIN OIL is MOTOR OIL. AVIN OIL owns a modern truck loading terminal located at Aghii Theodori in Corinthia where it takes delivery of its supplies through pipeline from the nearby refinery of MOTOR OIL.

The main objectives of AVIN OIL are the development of its gas outlet network in the domestic front and the strengthening of its exports. In this context, AVIN OIL founded AVIN ALBANIA as a wholly (100%) owned subsidiary, with a share capital of € 481 thousand and headquarters located at Tirana of Albania.

In 2002 AVIN OIL in cooperation with “TEXACO Hellenic Lubricant Company S.A.” founded the “Hellenic Aviation Fuel Company S.A.” (trading title: “HAFCO Α.Ε.”). As of 31.12.2002 the share capital of HAFCO A.E amounted to € 60,000 consisting of 2,000 registered shares of nominal value € 30.00 each. The General Assembly of HAFCO Shareholders of December 30th, 2002 decided the share capital increase of the company by the amount of 740,000 Euros which will be effected in the next accounting period. AVIN OIL participates in the aforementioned company with a 50% interest. The main objective of the company is to render ground services relating to aircraft fuel supply at various airports located in Greece and abroad.

The company has also a 14% interest in “Olympic Fuel Company” the objectives of which include the design, financing, construction and operation of the aviation fuel supply system and of the storage facilities at the New International Athens Airport “Eleftherios Venizelos” at Spata of Attica, as well as of all related activities.

AVIN OIL has built and operates the Megara Automobile Service Station («Σ.Ε.Α. Μεγάρων»), located at the new section of the Athens – Corinth highway, which, besides car repair services, offers banking, catering, and car maintenance services.

The insured value of AVIN OIL equals: a) € 28.1 million for its fixed assets b) € 1.0 million for its product inventories

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The table below describes the AVIN OIL shareholding as of 31.12.2002 following the acquisition of the company by MOTOR OIL in March 2002.

SHAREHOLDER NUMBER of SHARES % OF SHARE CAPITAL MOTOR OIL (HELLAS) 1,496,600 100%

The Extraordinary General Assembly of AVIN OIL Shareholders of December 24th, 2002 decided the share capital increase of the company by the amount of € 2,235,893.52 that was effected with the capitalization of Law 2579/98 Reserves by the amount of € 295,456.56 and with the capitalization of Retained Earnings by the amount of € 1,940,436.96. Following this share capital increase, as of December 31st, 2002 the share capital of the company amounted to € 4,400,004.00 consisting of 1,496,600 registered shares of nominal value € 2.94 each.

AVIN OIL average personnel headcount was 208 during 2002.

The Board of Directors of AVIN OIL, the term of which expires on June 30, 2003, consists of the following individuals:

Vardis J. Vardinoyannis Chairman, Chief Executive Representative Abdulhakim A. Al Gouhi Managing Director & Member George P. Alexandridis Member Panayotis N. Kontaxis Member Ioannis N. Kosmadakis Member Petros T. Tzannetakis Member Abdullah Mohammed Al Warthan Member Omar S. Bazuhair Member Ali A. Al-Muhareb Member Farhan W. Al Jabir Al Boainain Member

AVIN OIL headquarters are located in Marousi and more specifically at 12A Irodou Attikou str., zip code: 151 24.

AVIN OIL is audited by DELOITTE & TOUCHE Certified Public Accountants. The Balance Sheet Statement as of 31.12.2002 and the BoD management report of year 2002 of AVIN OIL are included in the Appendix of this annual repost.

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A review of AVIN OIL summary financial data for the three year period 2000-2002 is presented in the following tables:

(Amounts in ´000 Euros) 2000 2001 2002 ASSETS Net Book Value of Formation Expenses 458 333 276 FIXED ASSETS Tangible Fixed Assets (at historic cost) 31.211 33.177 36.649 Less: Accumulated Depreciation -12.745 -14.722 -17.309 Tangible Fixed Assets (net book value) 18.465 18.455 19.340 Participations in Other Companies 904 904 1.049 Other Long-Term Receivables 1.969 1.884 2.309 TOTAL FIXED ASSETS 21.338 21.243 22.698

CURRENT ASSETS Inventory 4.164 4.570 5.493 Receivables Trade Debtors, Promissory notes and Cheques Receivable 68.525 69.814 74.789 Other Receivables 3.557 6.029 3.929 Total Receivables 72.082 75.843 78.718 Cash at Hand & at Bank 3.836 2.850 1.921 TOTAL CURRENT ASSETS 80.082 83.263 86.133 TRANSITORY ACCOUNTS 936 1.054 1.247 TOTAL ASSETS 102.814 105.893 110.354

(Amounts in ´000 Euros) 2000 2001 2002 LIABILITIES & SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY Paid-up Share Capital 1.836 1.836 4.400 Reserves, Revaluation Reserves and Retained Earnings 3.916 7.520 13.393 TOTAL SHAREHOLDERS’ EQUITY 5.752 9.356 17.793

PROVISIONS FOR RISKS AND EXPENSES 387 359 429 LIABILITIES Long-Term Liabilities Debenture Loans 3 3 3 Bank Debt 17.726 14.631 10.059 Other Long-Term Liabilities 1.491 1.478 1.289 Total Long-Term Liabilities 19.219 16.112 11.350 Short Term Liabilities Trade Creditors and Promissory Notes Payable 64.772 43.089 40.551 Short-Term Bank Loans 9.117 27.532 33.402 Prepayments received from Customers 319 518 814 Taxes Payable & Social Security Liabilities 2.113 4.084 743 Current portion of Long-Term Liabilities 2.935 4.402 Dividends Payable 0 0 5.000 Various Creditors 116 245 82 Total Short-Term Liabilities 76.438 78.403 88.435 TOTAL LIABILITIES 95.657 94.515 99.786 Transitory Accounts of Liabilities 1.016 1.663 787 TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY 102.814 105.893 110.354

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INCOME STATEMENT (Amounts in ´000 Euro) 2000 2001 2002 Turnover 455,570 515,822 520,130 Less: Cost of Goods Sold -423,599 -477,593 -476,177 Gross Profit 31,972 38,229 43,953 Plus: Other Operating Income 1,378 2,816 3,018 Less: Administrative Expenses (before Depreciation) -4,192 -5,068 -5,758 Less: Selling Expenses (before Depreciation) -20,905 -25,376 -29,187 Total Operating Expenses (before Depreciation) -25,097 -30,444 -34,945 Operating Income (before Depreciation) 1 8,253 10,601 12,026 Plus: Extraordinary and Non-operating Revenue 2,776 867 1,747 Less: Extraordinary and Non-operating Expenses -2,848 -640 -489 Total -72 227 1,259 Earnings Before Interest, Depreciation and Taxes 8,181 10,828 13,285 Plus: Interest Income and Related Revenue 301 470 393 Less: Interest and Related Expenses -3,231 -2,777 -2,218 Total Financing Expenses -2,929 -2,307 -1,825 Less: Depreciation -3,002 -2,830 -3,022 Earnings Before Taxes 2,251 5,691 8,437 Less: Income Tax -908 -2,147 -3,004 Less: Other Taxes 0 -14 -9 Less: Tax Audit Differences (previous years´) -431 74 0 Total Taxes -1.339 -2.087 -3.012 Earnings After Taxes 913 3.604 5.425

1 For the calculation of Net Operating Income, Depreciation charge relating to Administrative and Selling Expenses has not been taken into account. The breakdown of this depreciation charge is analyzed hereunder:

DEPRECIATION BREAKDOWN (in ´000 Euro) 2000 2001 2002 Depreciation on Administrative Expenses 179 170 181 Depreciation on Selling Expenses 2,823 2,660 2,841 TOTAL DEPRECIATION 3,002 2,830 3,022

Moreover, it is noted that the shipping company “PYRROS” («ΠΥΡΡΟΣ»), currently under liquidation , is a MOTOR OIL wholly (100%) owned subsidiary.

6.2 Affiliated Companies and other participations

6.2.1 OLYMPIC FUEL COMPANY S.A.

MOTOR OIL and AVIN OIL have a 14% interest each (aggregate 28%) in the company "OLYMPIC FUEL COMPANY S.A." which was founded in 1998 with the objective 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.. The company headquarters are housed at privately owned premises situated inside the Athens International Airport area on the 5th km of the Spata– Loutsa Avenue. Company installations 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. 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 home competent authorities.

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The founding shareholders of the company are presented in the following table:

SHAREHOLDERS NO OF % SHARES SHARE CAPITAL OLYMPIC AIRWAYS S.A. 145,200 66% MOTOR OIL (HELLAS) CORINTH REFINERIES S.A 30,800 14% AVINOIL Α.Β.Ε.Ν.Ε.Π. 30,800 14% BELGIAN FUELLING AND SERVICES COMPANY S.A./N.V. 11,000 5% HANSA CONSULT INGENIEURE GESSELSCHAFT MBH 2,200 1% TOTAL 220,000 100%

6.2.2. ATHENS AIRPORT FUEL SUPPLY PIPELINE S.A. Since 2000 MOTOR OIL participates in the company “ATHENS AIRPORT FUEL SUPPLY PIPELINE S.A.”. The objective of this company, according to its 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”.

This investment is anticipated to be beneficial to the environment as it will contribute to air pollution reduction and traffic relief at the greater Athens area. Additionally, thanks to the underground routing of the pipeline both the natural environment and the settlement will be unaffected.

The operation of the pipeline will help the fulfillment of jet fuel needs while the economic viability of the company is guaranteed as a result of increasing demand for jet fuel at the airport area.

The shareholding structure of the Athens Airport Fuel Supply Company is as follows:

SHAREHOLDERS NUMBER OF % SHARE SHARES CAPITAL HELLENIC PETROLEUM 612,000 34% MOTOR OIL (HELLAS) CORINTH REFINERIES 288,000 16% OLYMPIC AIRWAYS 306,000 17% ATHENS INTERNATIONAL AIRPORT 306,000 17% PETROLA HELLAS 288,000 16% TOTAL 1,800,000 100%

6.2.3. HELLENIC AVIATION FUEL COMPANY S.A.

Since 2002, AVIN OIL participates with a 50% interest in the “HELLENIC AVIATION FUEL COMPANY S.A.” (trading name: HAFCO Α.Ε. – E.E.A.K in Greek). As of 31.12.2002 the share capital of the company amounted to € 60,000 consisting of 2,000 registered shares of nominal value € 30.00 each. The General Assembly of HAFCO shareholders of December 30th, 2002 decided the share capital increase of the company by the amount of € 740,000, which will be effected in the next accounting period, and the decrease of the nominal value of company shares to € 10.00 from € 30.00. The main objective of the company is to render ground services relating to aircraft fuel supply at various airports located in Greece and abroad

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6.2.4. AVIN ALBANIA S.A.

AVIN OIL has founded AVIN ALBANIA in which it has an 100% interest. The company headquarters are located at Tirana in Albania and its share capital amounts to € 481 thousand. The company engages in the commerce of petroleum products and its aim is to promote the exports of the parent company AVIN OIL.

6.3. Companies which participate in MOTOR OIL (HELLAS) S.A a) PETROVENTURE HOLDINGS LTD

The holding company PETROVENTURE HOLDINGS LTD was founded on 25.1.2001 in Jersey Channel Islands, where its headquarters are located, operates according to 1991 Jersey law and owns 51% of MOTOR OIL HELLAS. The only company activity is its participation in MOTOR OIL HELLAS.

The current shareholding of PETROVENTURE is as follows: SHAREHOLDERS NUMBER OF SHARES % SHARE CAPITAL MOTOR OIL HOLDINGS S.A. 500,000 50% ARAMCO OVERSEAS COMPANY B.V. 500,000 50% TOTAL: 1,000,000 100%

The BoD of the company consists of the following individuals: Vardis J. Vardinoyannis Chairman Abdulhakim A. Al – Gouhi Vice-Chairman Petros T. Tzannetakis Member M.R. Al Qurashi Member b) MOTOR OIL HOLDINGS S.A. The company called "MOTOR OIL HOLDINGS S.A." (henceforth "ΜΟΗΗ") was founded through notarial deed number 586/22.02.1991 initially under the name "WIND INVESTMENTS S.A." and operates according to the laws of Luxemburg. The Extraordinary General Assembly of ΜΟΗΗ shareholders of 15.3.1995 decided the change of the name from "WIND INVESTMENTS S.A." to "MOTOR OIL HOLDINGS S.A." and the amendment of article 1 of the company Charter accordingly.

The founders of ΜΟΗΗ were Messrs. Vardis Vardinoyannis and Theodore Vardinoyannis, each of whom possessed 625 shares representing 50% of MOHH’s initial share capital.

MOHH’s domicile is Luxembourg. The company’s term is indefinite. MOHH’s objective, according to its Articles of Association, is its participation, in any manner, in Luxembourg companies or foreign companies and the acquisition, in any manner, of shares or other securities. In article 4 of its Charter, it is explicitly stated that MOHH cannot directly engage in any industrial activity or maintain any

65 / 149 commercial operation. However, MOHH can participate in companies the objective of which is the foundation and exploitation of any commercial, economic or industrial activity.

The Extraordinary General Assembly of ΜΟΗΗ shareholders of 20.1.1998 decided the share capital increase and the subsequent amendment of article 5 of the Charter of the company. More specifically, the initial share capital of 1,250,000 Luxemburg francs increased by 148,750,000 Luxemburg francs, and hence the company´ s share capital totaled 150,000,000 Luxemburg francs consisting of 150,000 shares of nominal value 1,000 Luxemburg francs each. The Extraordinary General Assembly of ΜΟΗΗ shareholders of 8.11.2001 decided the denomination of the nominal value of the company´ s shares to Euros from 1.1.2002 onwards and the amendment of Article 5 of the company’s Charter accordingly. Therefore, today, the company’s share capital amounts to € 3,720,000 consisting of 150,000 shares of nominal value € 24.80 each.

All of ΜΟΗΗ’s shares belong to the Vardinoyannis family. The Board of Directors of MOHH consists of three (3) members who, on 31.12.2002 were the following: Vardis J. Vardinoyiannis Chairman Ioannis V. Vardinoyiannis Member Petros T. Tzannetakis Member

The company’s daily management has been assigned to Mr. Vardis J. Vardinoyannis, who can commit the company solely through his signature placed under the company’s seal.. c) ARAMCO OVERSEAS COMPANY B.V.

The company with the trading name “ARAMCO OVERSEAS COMPANY B.V.” (henceforth “AOC”) was founded through an 18.12.1989 deed and operates according to the laws of the Netherlands. AOC’s headquarters are located in the city of Leiden of the Netherlands and its paid-up share capital amounts to US$ 40,083,009. Sole shareholder representing 100% of the share capital of AOC is the holding company called “BOLANTER CORPORATION N.V.” domiciled in the Antilles of the Netherlands belonging 100% to Saudi Aramco.

The objectives of AOC include the provision of consultation on engineering matters, the provision of financing services relating to product promotion and wholesale, and the participation in the share capital and the management in companies including those engaged in oil refining and crude oil sales etc.

As of 31.12.2002 the Supervising Board of Directors of AOC consisted of the following Director- Members: D.A.F. Al Utaibi S.B. K’aki S.S. Al Aydh I.A. Al Bayyat

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6.4. Participation of Principal Shareholders and of Board of Directors Members in the Management and/or Share Capital of Other Companies

a. Participation of Principal Shareholders in the Share Capital and/or the Management of Other Companies The principal shareholders who participate in the share capital or/and the Board of Directors of other companies are the following: % Shareholders Company Domicile Interest Motor Oil Holdings SA Centenia Finance SA Luxembourg 100% Pedestal Enterprises SA Panama 34% Baltimore Oriole SA Panama 100% Virgin Sky Enterprises sA Panama 100% Petroventure Holdings Ltd Jersey Channel Islands 50%

Aramco Overseas Company BV Team Terminal BV Netherlands 34.34% S-Oil Corporation South Korea 35% Petron Corporation Philippines 40% Texaco AOC Pumpstation Maatschap Netherlands 50% Team Maatschap Netherlands 34.35% Petroventure Holdings Ltd Jersey Channel Islands 50%

b. Participations of the Board of Directors Members in the Management of other companies and/or the Share Capital with a percentage greater than 10%.

Company Board-of-Directors Members who participate in the BoD of other companies and/or the share capital of other companies with a percentage equal or greater than 10% are presented in the following table:

% In- Position B.O.D. Member Company Domicile terest in B.O.D. Vardis Vardinoyannis AVIN SA Luxembourg 50% Chairman SEA COAST INVESTMENTS SA Luxembourg 50% Chairman CENTENIA FINANCE SA Luxembourg Chairman MOTOR OIL HOLDINGS SA Luxembourg 3% Chairman AVINOIL ΑΒΕΝΕΠ Greece Chairman VARNIMA HOTEL & TOURIST OPERATIONS SA Greece Chairman PETROVENTURE HOLDINGS LTD Jersey Channel Isl’s Chairman NOVA PETROLEUM INT’L AG Lichtenstein 99.9% Member GENERAL PRESS SA Greece 50% SEKAVIN SA Greece 25% PEDESTAL ENTERPRISES SA Panama 33% GONIA [CORNER] SA Greece 50% DOKOS [POST] SA Greece 99% Panayotis Kontaxis AVINOIL ΑΒΕΝΕΠ Greece Member

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George Alexandridis AVINOIL ΑΒΕΝΕΠ Greece Member VARNIMA HOTEL & TOURIST OPERATIONS SA Greece Member PIRAEUS BANK SA Greece Member Ioannis Kosmadakis GONIA [CORNER] SA Greece Member DOKOS [POST] SA Greece Member KTIMA [ESTATE] SA Greece Member AVINOIL ΑΒΕΝΕΠ Greece Member OLYMPIC FUEL COMPANY SA Greece Member ATHENS AIRPORT FUEL [SUPPLY] PIPELINE SA Greece Member Petros Tzannetakis PETROVENTURE HOLDINGS LTD Jersey Channel Isl’s Member MOTOR OIL HOLDINGS SA Luxembourg Member AVINOIL ΑΒΕΝΕΠ Greece Member SIEMENS SA Greece Member OLYMPIC DDB HOLDINGS SA Greece Member Leonidas Georgopoulos GEORGIA PACIFIC INDUSTRIAL & TRADING PAPER Co. SA Greece Member LYDIA TOURIST & TRADING OPERATIONS SA Greece Member EUOSMON [FRAGRANT] SA Greece Member GONTILAKIA AGRICULTURAL, TOURIST & TRADING OPERATIONS SA Greece Member BLONDY TOURIST & TRADING OPERATIONS SA Greece Chairman LCC BEVERAGES SA Greece Member

VARDIANOI TRADING, AGRICULTURAL & TOURIST Co. SA Greece Member PALVI SA – PETROS ALIVIZATOS COMMERCIAL & REPRESENTATIVES Greece Member IERAPETRA SOUTHEAST CRETE HOTEL & TOURIST OPERATIONS SA Greece Member CRETESTATE HOTEL & TOURIST OPERATIONS SA Greece Member EAGLE ENTERPRISES Greece Member NETAFIM HELLAS AGRICULTURAL EQUIPMENT IMPORTS & TRADING SA Greece Member BREWINVEST SA Greece Member A. A. Al Muhareb AVINOIL ΑΒΕΝΕΠ Greece Member O. S. Bazuhair AVINOIL ΑΒΕΝΕΠ Greece Member Abdulhakim A. Al-Gouhi AVINOIL ΑΒΕΝΕΠ Greece Member PETROVENTURE HOLDINGS LTD Jersey Channel Isl’s Member F. Al-Boainain AVINOIL ΑΒΕΝΕΠ Greece Member SAUDI ARAMCO MOBIL REFINERY Co. LTD Saudi Arabia Member ARABIAN STAR PRODUCT TANKER Co. Liberia Member BRIGHT STAR SHIPPING Co. Liberia Member GOLDEN STAR TANKER Co. Liberia Member NIGHT STAR MARINE Co. Liberia Member SOUTHERN STAR TRANSPORT Co. Liberia Member Abdullah M. Al Warthan AVINOIL ΑΒΕΝΕΠ Greece Member Ali A. Saleh Al-Ghamdi ADESCO SA Saudi Arabia 100% Chairman

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6.5. INTERCOMPANY TRANSACTIONS The following table presents 2002 Company sales to and purchases from related companies as well as the balance of Company accounts receivable and payable as of 31.12.2002 with related companies:

INTERCOMPANY TRANSACTIONS (amounts in ´000 €) 2002 31.12.2002 2002 31.12.2002 Company Sales Receivables Purchases Payables AVINOIL Α.Β.Ε.Ν.Ε.Π. 234,612.5 24,263.2 144.7 21.1 MOTOR OIL HOLDINGS SA - - - - GENERAL PUBLISHING SA - - - - SEKAVIN SA 40,664.7 2,072.2 - - OLYMPIC FUEL COMPANY SA - - - - ATHENS AIRPORT FUEL PIPELINE SA - - - - PEDESTAL ENTERPRISES S.A. - - 515,828.1 35,136.2 PYRROS SHIPPING COMPANY - - - 1,591.8

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7. FUTURE GOALS – PROSPECTS

7.1. Goals & Strategy The Company’s primary objective for the years to come is to establish itself as a major crude oil refining and petroleum product commercial enterprise in the greater Southeastern Mediterranean region. Interim goals on the way to achieving this primary objective are:

Ι) Maximization of the refining margin. The following tactics have been adopted for the attainment of this goal: Meet all latest product specifications on time and in the most economical way utilizing the most up-to-date technology.

Improve energy efficiency and thus reduce refinery operating cost.

Fully Automate refinery processing.

Improve production efficiency and availability of production units.

ΙΙ) Effective promotion and sale of all refinery output at the optimal price. This goal can be attained through the following strategic moves: Maximize Company market share in the domestic market through distribution system improvement.

Expand sales of Company products to developing markets which present high profit margins.

ΙΙΙ) Operating the refinery with the highest possible degree of safety and placing heavy emphasis on the protection of the environment. This goal will be attained through the following tactic: Continuation of investments which help to maintain the high level of programs pertaining to the environment, the hygiene and the safety at workplace.

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7.2. Prospects

World market prices for crude oil and petroleum products for the period 2000-2002 are presented in the tables that follow:

CRUDE OIL PRICES ($/bbl) 2000 2001 2002 Dated Brent 28.51 24.44 25.02 Arab Light,fob 26.55 22.54 23.27 Arab Medium,fob 25.38 21.59 22.80 Urals,cif Med 26.65 22.96 23.72 Iranian Heavy,fob 25.74 21.95 23.10 Es Sider,fob 28.31 23.90 24.53

PETROLEUM PRODUCT PRICES $/ΜΤ) 2000 2001 2002 Naphtha 248 198 207 Leaded Gasoline 310 254 244 Unleaded Gasoline 304 248 238 Jet Kero / A1 (Aviation fuels) 275 217 214 Automotive Gasoil 269 219 211 Heating Gasoil 253 205 202 Fuel Oil 1% 151 119 137 Fuel Oil 3,5% 128 102 121

The above prices set the basis for the International profit margins.

The following table indicatively shows the gross profit margin achieved by the refineries in the Mediterranean region, including the margin achieved by MOTOR OIL.

GROSS PROFIT MARGIN (in $/ΜΤ) 2000 2001 2002 MOTOR OIL (HELLAS) – Refining 44.5 31.3 33.8 Complex Mediterranean Refinery – Refining 41.3 28.1 18.7

Petroleum product demand in Greece was between 18.3 and 18.5 million MT during the period 2000- 2002. It is expected that total demand will increase by 1.5% in 2003. This increase is expected to come mostly from gasolines due to growth in GNP as well as from gasoils.

Tendencies toward increases in demand are also anticipated with regard to asphalt and aviation fuel. Asphalt demand is related to the completion of infrastructure works, while demand for aviation fuel is related to the coming Olympic Games. Adversely, demand for lubricants and fuel oils is expected to stagnate as a result of the operation of a coal (lignite) power station in Florina during 2003. The new unit uses natural gas to meet the demand for electric power replacing fuel oil which was used by the Public Power Corporation (∆ΕΗ) as raw material in most of its power stations.

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Finally, we anticipate a drop in the demand for LPG due to the gradual introduction of natural gas for domestic and industrial use.

Demand estimates per product category are presented in detail in the following table:

ESTIMATES FOR TOTAL DEMAND PER PRODUCT CATEGORY FOR 2003 Product 2000 2001 2002 2003 (Ε) Lubricants 120 160 160 160 Asphalt 406 413 432 444 LPG’s 404 412 378 370 Jet Kero / A1 (Aviation fuels) 1,305 1,177 1,140 1,157 Gasolines 3,280 3,385 3,541 3,647 Fuel Oils 5,705 5,689 5,318 5,318 Gasoils 7,083 7,279 7,526 7,676 TOTAL 18.303 18.515 18.494 18.772 % Change from previous year 3.3 1.2% -0.1% 1.5%

Oil refining companies are expected to undertake large new investments in equipment during the next years in order to meet the new European Union specifications.

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8. DIVIDEND POLICY

The dividend policy is set taking into consideration Company earnings and the need for capital expenditure for new investments. As it appears in the following table, traditionally the Company has adopted a policy of high dividend payouts.

Amounts in ´000 Euros 2000 2001 2002 Net Earnings after taxes, BoD Remuneration & Previous 82,486 61,348 54,085 years´ tax audit differences Dividend 46,955 58,715 55,391 Dividend as % of Net Earnings after taxes, BoD 56.92% 95.71% 102.41 % Remuneration & Previous years´ tax audit differences

The Company’s Board of Directors proposed for 2002 a dividend payment of € 0.50 per share.

It must be noted that on 20.12.2002 the Company, based on the 9-month results for 2002, proceeded with the payment of interim dividend for the year 2002 equal to € 0.20 per share.

According to Greek law, the minimum amount of dividend paid to Company shareholders equals at least to 35% of net earnings (after the deduction of the corresponding income tax and of the legal reserves), or 6% of the paid up share capital, whichever of these two amounts is greater.

Dividend payment is effected within two months from the date of the annual Ordinary General Assembly of Company Shareholders which approved the Company’s financial statements.

The Company aims to maintain the amount of dividend paid to shareholders every year at the highest level possible.

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APPENDIX

MOTOR OIL (HELLAS) – Corinth Refineries S.A. AUDITORS´ OPINION & MOTOR OIL Board of Directors Management Report for 2002

AUDITORS´ OPINION & MOTOR OIL Board of Directors Management Report for 2002 (Consolidated Balance Sheet Statement)

MOTOR OIL Cash Flow Statements 2001-2002 – Consolidated and Non Consolidated

AVIN OIL S.A. AUDITORS´ OPINION & AVIN OIL Board of Directors Management Report for 2002

The data of the following sections are available at the MOTOR OIL´s site www.moh.gr at the menu option Investor Relations

MOTOR OIL Yearly Financial Statements 2000 – 2002

MOTOR OIL Yearly Consolidated Accounting Financial Statements 2000 – 2002

MOTOR OIL Use of Share Capital Increase Proceeds 2002

MOTOR OIL Quarterly Financial Statements 2002

MOTOR OIL Quarterly Consolidated Financial Statements 2002

AVIN OIL Yearly Financial Statements 2000 – 2002

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 1. Legal preparation and structure of financial statements – departures made for the sake of fair presentation

(a) Article 42a par. 3

Departure from the relevant legal None. provisions for the preparation of financial statements which was considered necessary for fair presentation as required by the provision of par. 2 of this article.

(b) Article 42b par. 1

Departure from the principle of None. consistency of presentation of the balance sheet and of the profit and loss.

(c) Article 42b par. 2

Recording of elements in a special There is no such requirement. account that is related to more than one obligatory accounts.

(d) Article 42b par. 3

Adaptation of the structure and the titles There is no such requirement. of the accounts required by the nature of the business.

(e) Article 42b par. 4

Accumulation of balance sheet accounts None. as required by this provision.

(f) Article 42b par. 5

Adjustment of prior year balances in None. order to be comparable with the corresponding balances of the current period.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE Part 2. Valuation of assets (a) Article 43a par. 1-a

Assets valuation methods and calculation of 1. Fixed assets were valued at cost, or their depreciation and provisions for impairment construction cost or the cost after revaluation, of their value. which was increased by the value of the additions and improvements and decreased by the relevant depreciation, which is based on the straight-line method. The last revaluation of fixed assets was performed in 1996.

No provision for impairment in the value of 2. assets was necessary.

Participations in other companies or shares of 3. other companies, with the exception of titles bearing the characteristics of a time deposit, are valued as follows:

(a) Shares in the companies “Pyrros”, “Athens Airport Fuel Pipeline Company S.A.” and “Olympic Fuel Company” with a total acquisition value of € 2,614,233.31 have been valued at the lower of cost or market value. The market value has been determined based on the net equity of each company as at the date of the last published financial statements. The above Companies have not been audited by recognised auditors. The investments in these companies are presented in detail in the paragraph below, Article 43a par. 1 b- Participations.

(b) Shares in the company of “Avin Oil S.A.” were valued at cost in accordance with the provisions of Law 2190/1920 article 42a paragraphs 2 and 3 in order to reflect the fair value of the balance sheet and profit and loss of the Company.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 2. Valuation of assets – Continued

(a) Article 43a par. 1-a - continued - Continued

4. Τhere are no participations in other entities other than Societe Anonyme companies.

5. Titles bearing the characteristics of a time deposit and not listed on the Greek Stock Exchange are valued as time deposits.

6. Purchased inventories (merchandise, raw materials, consumables, etc.) were valued at the lower of cost or year-end replacement cost.

7. The cost of merchandise and raw and auxiliary material inventory has been determined using the moving weighted average method, whilst spare parts were valued using the average cost method. Both methods have been consistently applied by the Company.

8. Own produced inventories, except for scrap and by-products, were valued by category at the lower of cost of production and year-end net realisable value.

9. Scrap and by-products do not exist.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 2. Valuation of assets – Continued

(b) Article 43a par 1-a

Translation of assets and liabilities 1. The receivables and liabilities in foreign denominated in foreign currencies into currency, except for the liabilities used Euro and accounting treatment of foreign for the acquisition of fixed assets, were exchange differences. translated into Euro using the official fixing rate as at December 31, 2002. The translation of short-term and long- term receivables and liabilities resulted in a foreign exchange loss of € 2,641,670.35 posted to the current year results, and a foreign exchange gain of € 17,439,227.13 which is included in the financial statements under “Other Provisions”.

2. Liquid funds in foreign currency were translated into Euro using the official fixing rate as at December 31, 2002. Foreign exchange differences were posted to the current year results.

3. There are no branches outside Greece.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 2. Valuation of assets - Continued

(c) Article 43 par 2

Inconsistent application of valuation None methods. Application of special valuation methods.

(d) Article 43 par. 7-b

Change in the method of calculation in None the acquisition cost and production cost of inventories and investments.

(e) Article 43 par. 7-c

Comparison of the difference between the There is no such requirement. value of inventories and investments and the corresponding current market value, if significant.

(f) Article 43 par. 9

Analysis and explanation of the None. revaluation of fixed assets of the Company, which took place during the year in accordance with special laws, and details of movement of the account “Revaluation differences”.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 3. Fixed assets and pre-establishment expenses

(a) Article 42e par. 8

Changes in fixed assets and pre- A detailed table with the information establishment expenses required by law is attached. (Table 1)

(b) Article 43 par. 5-d

Analysis of additional depreciation None

(c) Article 43 par. 5-e

Provision for the impairment of the value None of fixed assets.

(d) Article 43 par. 3-e

Analysis and explanation of the amounts A detailed table with the information of pre-establishment expenses for the required by law is attached. (Table current period. 1)

(e) Article 43 par. 3-c

Amounts and accounting treatment of None exchange differences resulting from the payment of instalments and/or translations at year-end of loans and/or credit which were exclusively used for the acquisition of fixed assets.

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 3. Fixed assets and pre-establishment expenses – Continued

(f) Article 43 par. 4 cases a and b

Analysis and explanations of the account Research and balances “Research and development”, Development Costs Euro “Licences and patents relating to industrial property and knowledge” and • Programme EPET 11 “Goodwill”. No 550 271,674.25 • Programme PABE 97 173,018.65 • Programme University EPET 1147 380,966.3 • Programme PABE 97 B.E 198 212,062.00 • Programme ISO 1400 35,509.90 • Industrial Waste programme 82,838.98

Total 1,156,070.09

The above programmes relate to:

(i) Development of software to provide quality characteristics of products.

(ii) Development of software for the assessment of the operation of the production unit at the refinery.

(iii) Environmental programmes.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 4. Participations

(a) Article 43a par. 1 b

Participation in the capital of other companies greater than 10%.

Participation Total Investment at Registered in % of Number Total Results Historical Company Office Capital of shares Equity (Loss)/Profit Cost Euro Euro Euro

1. Avin Oil S.A. Marousi 100% 1,496,600 9,780,687.0 8,437,047.1 37,564,471.0 2. Pyros Gerani Shipping Company Piraeus 100% 29,480 1,469,399.7 0.00 865,150.4 3. Olympic Fuel Company Athens 14% 30,800 6,503,898.1 0.00 903,888.4 4. Athens Airport Fuel Pipeline Company S.A. Athens 16% 288,000 5,405,071.0 0.00 845,194.4

Total 23,159,056.0 8,437,047.1 40,178,704.3

(b) Participation in the capital of other companies with unlimited None responsibility

(c) Article 43a par. 1-ie

Consolidated financial statements There is no such requirement. prepared in which the Company's financial statements are included.

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 5. Inventories

(a) Article 43a par. 1-ia

Valuation of inventories not in There is no deviation. accordance with the rules of valuation of Article 43, for tax reasons.

(b) Article 43a par. 1-i

Differences arising from devaluation of None current assets and reasons therefore.

Part 6. Share capital

(a) Article 43a par. 1-d

Categories of shares comprising Share Capital.

Number of Registered Nominal Total Shares Value Value Euro Euro 110,782,980 0,30 33,234,894

(b) Article 43a par. 1-c

Issue of shares resulting from increase in Share capital increased by € 723,381.16. share capital during the year.

(c) Article 43a par. 1-e and 42-e par. 10

Issue of other securities and associated None. rights.

(d) Article 43a par. 1-if

Acquisition of own shares during the None acquired. current period.

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 7. Provisions and liabilities

(a) Article 42e par. 14 case d

Analysis of the account “Other A) Foreign exchange difference Provisions” if the amount is significant. amounting to € 5,466.98 resulting from short- term payables and receivables. B)Foreign exchange differences amounting to € 17,433,760.15 resulting from long-term payables and receivables

(b) Article 43a par. 1-g

Financial commitments resulting from None contracts, which do not appear, in memo accounts. Obligations for the payment of special monthly benefits and financial commitments for related companies.

(c) Article 43a par. 1-ib

Significant tax liabilities, which are likely The Company has undergone a tax audit to arise in the current period or previous up to and including fiscal year 1999. The periods if they do not appear under Company cannot estimate taxes, which liabilities and provisions. may arise from future tax audits for the years 2000 to 2002.

(d) Article 43a par. 1-f

Long-term liabilities exceeding five years None.

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 7. Provisions and liabilities – Continued

(e) Article 43a par. 1-f

Secured liabilities The table below shows the relevant data as required by law.

Loan Amount Mortgage Pre Notice Euro Euro Euro

National Bank of Greece 489,117.14 71,519.04 129,298,748.73 Citibank Intern. 151,693,940.98 1,000.00 157,337,656.15

Total 152,183,058.12 72,519.04 286,636,404.88

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 8. Transitional (suspense) accounts

(a) Article 42e par. 12

Analysis of balances in transitional accounts, “Accrued income” and “Accrued expenditure”. Accrued income Euro • Bank charges 4,312.50 returned

Total 4,312.50

Accrued expenditure Euro • Bank charges and loan interest 132,449.35 • Electricity 21,358.85 • Telephone 52,238.73 • Other general accrued expenses 845,711.73 • Maintenance 1,786.47 expenses • Govt. Withholding taxes from public sector sales 269.31 Total 1,053,814.44

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 9. Memo accounts

(a) Article 42e par. 11

Analysis of memo accounts to the The table below shows the relevant data extent that this information is not as required by law. included in the following Part 10.

Description Euro • Merchandises held on behalf of third parties 3,354,802.48 • Packaging materials held on behalf of third parties 16,872.46 • Raw materials held on behalf of third 1,402,066.08 parties • Lubricants held on behalf of third parties 26,423.73

Total “Third Party Assets” 4,800,164.75

Description Euro

• Third party furniture held for safekeeping. 4.08

Total “Other Third Party Assets” 4.08

• Letters of credit to secure receivables 1,887,618.68 • Letters of guarantee to secure receivables 11,324,876.84 Total “Letters of Guarantee to Secure Receivables” 13,212,495.52

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 9. Memo accounts – Continued

(a) Article 42e par. 11 - continued Euro Letters of guarantee for good performance with suppliers 4,191,943.62 • Cheques receivables held to secure receivables 8,459,299.35

Total “Receivables from Back-to-back Contracts” 8,459,299.35

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 10. Guarantees and securities given

(a) Article 42e par. 9

Guarantees and securities given by the The table below shows significant Company. guarantees per category:

Guarantees and securities issued Reason Euro

Mortgages secured on assets in Ag. Theodori on behalf of National Bank of Greece Loan financing 71,519.04 Pre-notices issued on behalf of Commercial Bank Loan financing 8,804,108.58 Pre-notices issued on behalf of Banque National de Paris Loan financing 4,548,789.44 Pre-notices secured on assets in Ag. Theodori on behalf of National Bank of Greece Loan financing 129,298,748.73 Pre-notices issued on behalf of Citibank Loan financing 157,337,656.15 Mortgages secured on assets On behalf of Citibank. Loan financing 1,000.00 Letters of guarantee Secure liabilities 1,365,389.16

Total Guarantees –Securities issued 301,427,211.10

The Company, along with “Olympic Airways S.A” and “Avin Oil S.A”, as the main shareholders of “Olympic Fuel Company S.A.” have fully guaranteed a syndicated loan amounting to EUR 32.667.644,90 issued by various banks to “Olympic Fuel Company S.A.”. Part 11. Remuneration, advances and credits extended to management (a) Article 43a par.1-ic Type of Compensation Euro

Compensation of management and members of the board of directors. • Members of B.O.D 1,498,924.02 remuneration • Members of B.O.D remuneration from 201,000.00 distribution of profits

Total 1,699,924.02

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SUMMARY OF LEGAL PROVISION RESPONSE

Part 11. Remuneration, advances and credits extended to management – Continued

(b) Article 43a par. 1-ic- continued

Liabilities created or assumed for benefits None extended to retiring members of management in the current period.

(c) Article 43a par. 1-id

Advances and credits extended to None management.

Part 12. Profit and loss

(a) Article 43a par. 1-h Description Euro

Turnover by business activity and (i) Industrial geographical sector. operations: (Turnover is based on article 42e par.15 case a). • Domestic sales 642,829,427.74 • Foreign sales 492,680,239.96

(ii)Commercial operations:

• Domestic sales 145,068,852.85 • Foreign sales 81,218,123.374

TOTAL 1,361,796,643.92

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SUMMARY OF LEGAL PROVISION RESPONSE

Part 12. Profit and loss- Continued

(b) Article 43a par. 1-i

Average number of personnel employed Average number of personnel by during the current year by category and category: total cost. Included under “Management Personnel” is all monthly salaried staff • Head office 190 and under “Labour” all workers • Refinery 842 compensated by daily wages. Average number of personnel: 1,032

Payroll and relate expenses: Euro

Salaries and wages • Head office 6,605,568.35 • Refinery 32,244,141.46

38,849,709.81

Employer’s contributions • Head office 1,197,704.56 • Refinery 6,369,566.42

7,567,270.98

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TRANSLATION OF APPENDIX TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE

Part 12. Profit and Loss- Continued

(c) Article 42e par. 15-b

Analysis of exceptional and non- Extraordinary and Euro operating expenses and income included non-operating income: under accounts “Extraordinary and non- • Government subsidies 2,372,870.38 35,297.94 operating expenses” and “Extraordinary • Various compensations 892,852.41 and non-operating income”. If the • Other income 26,162,815.61 account balances of “Extraordinary • Foreign exchange gains 29,463,836.34 losses and exceptional profits” are Total significant in accordance with the provisions of article 43-a paragraph 1-ic Extraordinary profits 7,905.33 an analysis is provided based on accounts • Gain from sale of assets 81.02 and 81.03 of the general chart of 7,905.33 accounts. Total

Extraordinary and non-operating expenditure: 519.46 • Tax fines 20,474,292.33 • Foreign exchange losses 949,946.45 • Other expenses 21,424,758.24 Total

Extraordinary losses • Loss from sale of motor 24,018.27 1,187,378.64 vehicles 1,211,369.91 • Loss on inventory destroyed Total

(d) Article 42e par. 15-b

Analysis of accounts ‘Prior year Income’ None ‘Income from prior year provisions’ and ‘Prior year Expenses’

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SUMMARY OF LEGAL PROVISION RESPONSE

Part 13. Other information required for greater analysis and fair presentation (a) Article 43a par. 1-ig

Further information required by law or that is (1) Included in trade payables as at deemed necessary for the complete information December 31, 2002 is a net credit to the shareholders and third parties, and the fair balance of € 40 million made up of presentation of the financial statements. receivables of € 39.3 million minus a payable of €79.3 million representing outstanding balances with related companies

An agreement for the repayment of these receivable amounts was reached in 1997 and amended on August 3, 1999. In terms of the amended agreement the amount will be repaid in instalments by January 10, 2004. The agreement also provides that under certain conditions the receivable, may be offset against the payable. Of the above mentioned receivable amounting to € 39.3 million, € 17 million is a long-term receivable.

(2) The Company has not provided for any claims arising against it from Government agencies amounting to € 48 million as it has counter claims amounting to € 69 million.

(3) During the current period, the affiliate Shipping Company, “Kriti Gerani” was liquidated, of which the Company had an investment of 100% amounting to € 2,366,250.92. The loss arising after the liquidation amounted to €3,716,598.13 and was posted against the Provision for doubtful receivables.

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SUMMARY OF LEGAL PROVISION RESPONSE

Part 13. Other information required for greater analysis and fair presentation – Continued

(a) Article 43a par. 1-ig - continued (4) The Company made a provision of € 4,322,808.19 for the full amount payable to its employees on retirement as of December 31, 1993.

In accordance with the interpretation of decision No. 205/1988 of the Legal Council, the staff indemnity provision can be based on the number of staff eligible for retirement in the following year, thus management believe that the provision in the books is sufficient to cover any amounts payable upon retirement of its employees during the following year.

(5) The company received a discount of €690,956.67 for the lump sum payment of taxes, which is included under Special law tax-free reserves.

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FIXED ASSETS

DESCRIPTION At cost Additions Disposals Reclassifications At cost Accumulated Annual Reduction in Reclassifications Accumulated NET BOOK Depreciation Depreciation Depreciation VALUE 31/12/01 31/12/02 until 31/12/01 2002 depreciation 31/12/02 31/12/02

Land - Property 29.401.411,12 205.477,00 0,00 0,00 29.606.888,12 0,00 0,00 0,00 29.606.888,12 Buildings - Premises 19.494.333,82 13.659,80 0,00 3.384.999,90 22.892.993,52 11.693.631,16 654.309,92 12.347.941,08 10.545.052,44 Machinery - Equipment 241.747.366,32 94.180,25 0,00 33.761.911,61 275.603.458,18 142.353.148,81 21.635.150,85 163.988.299,66 111.615.158,52 Transportation means 2.752.954,01 392.405,17 127.016,56 3.018.342,62 1.951.979,03 272.018,39 83.756,10 2.140.241,32 878.101,30 (Vehicles) Furniture and other 8.279.275,96 903.235,63 0,00 81.704,31 9.264.215,90 5.949.941,48 956.791,83 6.906.733,31 2.357.482,59 fixtures Constructions in progress & Prepayments for Fixed 53.150.232,83 43.685.378,90 995.153,40 (37.299.686,42) 58.540.771,91 0,00 0,00 58.540.771,91 Assets R & D Expenses 1.084.999,49 0,00 0,00 71.070,60 1.156.070,09 212.725,95 235.809,79 448.535,74 707.534,35

TOTAL 355.910.573,55 45.294.336,75 1.122.169,96 0,00 400.082.740,34 162.161.426,43 23.754.080,78 83.756,10 0,00 185.831.751,11 214.250.989,23

FORMATION EXPENSES

DESCRIPTION At cost Additions Disposals Reclassifications At cost Accumulated Annual Reduction in Reclassifications Accumulated NET BOOK Depreciation Depreciation Depreciation VALUE 31/12/01 31/12/02 until 31/12/01 2002 depreciation 31/12/02 31/12/02 FX differences from loans to purchase fixed assets 0,00 0,00 0,00 0,00 0,00

Share Capital increase 3.902.098,50 3.902.098,50 780.419,69 780.419,70 1.560.839,39 2.341.259,11 Expenses EDP Software 1.960.525,00 393.800,76 2.354.325,76 1.497.195,51 340.084,69 1.837.280,20 517.045,56 Capitalized asset 0,00 34.186,81 34.186,81 0,00 0,00 28.207,72 28.207,72 0,00 0,00 acquisition Expenses

TOTAL 5.862.623,50 427.987,57 34.186,81 0,00 6.256.424,26 2.277.615,20 1.148.712,11 28.207,72 0,00 3.398.119,59 2.858.304,67

Marousi, 25 of February 2003

General Manager Chairman of the Board Managing Director of Finance & IS

Vardis I. Vardinoyannis Abdulhakim A. Al Gouhi James McTurk

Financial Director & Member of the B.O.D Chief Accountant

Petros Tzannetakis Theodore N. Porfiris

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TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

The chairman of the Board of Directors Mr. Vardis I. Vardinoyannis submits for approval to the Annual General Assembly of the Shareholders, the Directors’ Report prepared for the year January 1, 2002 to December 31, 2002, as follows:

I. RESULTS OF OPERATIONS

The financial results for the year under review are as follows:

AMOUNTS IN EURO % % On Turnover Change 2002 2001 2002 2001

Turnover 1,361,796,643.92 1,508,807,748.27 (9.74) Gross profit 104,197,643.91 115,866,066.25 7.65 7.68 (0.03) Other income 6,865,418.94 7,431,217.98 0.50 0.49 0.01 Expenses: Administration and distribution (27,931,629.08) (28,656,024.58) (2.05) (1.89) (0.16) Financial expenses (6,135,377.19) (9,946,140.86) (0.45) (0.66) 0.21 Operating Results 76,996,056.58 84,695,118.79 5.65 5.61 0.03

Non Operating Results 6,835,586.51 10,322,877.64 0.51 0.68 (0.17)

Net Profit 83,831,643.09 95,017,996.43 6.16 6 .30 (0.14)

In connection with the above results we note the following:

1. Turnover

Turnover for the year has decreased by € 147,011,104.35, i.e. 9.74% compared to 2001.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

1. Turnover - Continued

The analysis of turnover by sector of activity of the Company and categories of sales is shown below:

% Sectors Sales Category 2002 2001 Change Euro Euro

Exports Products/Fuel 465,698,561.67 638,577,239.88 (27.07) Exports Products/Lubricants 26,981,678.29 32,178,898.43 (16.15) Exports Merchandise/Fuels etc. 81,218,123.37 86,960,891.70 (6.60)

Exports Total 573,898,363.33 757,717,030.01 (24.26)

Domestic Products/Fuel 609,457,466.10 612,826,952.01 (0.55) Domestic Products/Lubricants 33,371,961.64 34,666,688.30 (3.73)

Domestic Merchandise/Fuels etc. 145,068,852.85 103,597,077.95 40.03

Domestic Total 787,898,280.59 751,090,718.26 4.90

Grand Total 1,361,796,643.92 1,508,807,748.27 (9.7

The total quantity of crude oil and other raw materials processed by the Company during 2002 compared to 2001 is analysed as follows:

2002 2001 Tons Tons

Crude oil 4,393,823 4,771,409 Fuel oil − Raw material 964,387 723,064 Naphtha 52,893 18,874 Gas oil 264,538 206,074 Chemical additives 27,324 27,739

5,702,965 5,747,160

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

2. Gross Profit

The Company’s gross profit for the year decreased to €104,197,643.91 compared to €115,866,066.25 in the prior year, a decrease of 10.07%.

3. Expenses

The Company’s operating expenses for 2002 and 2001 are as follows:

% Category 2002 2001 Change Change (All amounts in Euro)

Administration 16,069,431.9 17,069,405.4 (999,973.51 (5.86) Distribution 11,862,197.1 11,586,619.0 275,578.0 2.38 Financial (net) 6,135,377.1 9,946,140.8 (3,810,763.67 (38.31)

34,067,006.2 38,602,165.4 (4,535,159.17 (11.75)

As per the above table, operating expenses decreased by € 4,535,159.17 or 11.75%

For further comparison with prior year expenses, the major account balances are analysed below:

(a) Administration expenses

(All amounts in Euro) 2002 2001 Change

Payroll costs 6,768,544.24 6,428,542.24 340,002 Rental costs 1,482,547.67 1,389,400.66 93,147.01 Telecommunications 206,538.04 246,347.35 (39,809.31) Travel expenses 53,315.15 30,119.63 23,195.52 Donations 315,883.74 627,880.80 (311,997.06) Public relations and publications 1,256,583.20 1,466,888.05 (210,304.85) Sundry 3,520,619.70 3,522,192.05 (1,572.35) Export expenses 0.5% on exports 2,456,400.24 3,358,034.71 (892,634.47)

Total administration expenses 16,069,431.98 17,069,405.49 (999,973.51)

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

3. Expenses - Continued

(b) Distribution expenses

(All amounts in Euro) 2002 2001 Change

Payroll costs 1,630,334.89 1,531,526.73 98,808.16 Warehouse costs 2,923,809.19 2,218,578.40 705,230.79 Transportation 5,130,072.86 4,450,196.44 679,876.42 Stamp duties and contributions 121,775.36 81,802.46 39,972.90 Various distribution expenses 2,056,204.80 3,304,515.06 (1,248,310.26) Total distribution expenses 11,862,197.10 11,586,619.09 275,578.01

Total Administration and 27,931,629.08 28,656,024.58 (724,395.50) Distribution expenses

The above expenses represent 2.05% of 2002 sales and 1.89% of 2001 sales.

(c) Financial expenses

Financial expenses decreased by € 3,810,763.67 or 38.31%. The decrease is analysed as follows:

% (All amounts in 2002 2001 Change Change Euro)

Interest on loans 5,763,876.16 11,711,904.18 (5,948,028.02) (50.79) Other expenses 870,860.93 1,261,328.83 (390,467.90) (30.96) Other income (499,359.90) (3,027,092.15) 2,527,732.25 83.50

6,135,377.19 9,946,140.86 (3,810,763.67) (38.31)

(d) Non-operating results

The current year’s non-operating results of €6,835,586.51 decreased by €3,487,291.13 compared to prior year.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

3. Expenses - Continued

After taking into account the above, the net profit of the Company amounted to:

Euro

Net profit before tax for 2002 83,831,643.09 Plus: Retained earnings from prior years 13,133,626.58 Less: Income tax 29,368,086.27 Immovable property tax 177,947.25

Net profit for 2002 67,419,236.15

(e) Total profits available for distribution

The Company’s management, having assessed the Company’s policy regarding the appropriation of profit, recommends the following appropriation of profits to the General Assembly:

Euro

(1)- Legal reserve 2,718,745.12 (2)- Dividends 55,391,490.00 (4)- Members of B.O.D fees 201,000.00 (5)- Retained earnings 9,108,001.03

67,419,236.15

II. PROSPECTS

Sales for the first month of 2003 amounted to € 123,012,713.02 and the quantity of crude oil and other raw materials processed by the refinery, amounted to 542,550 metric tons.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

III. RESEARCH AND DEVELOPMENT

During the fiscal year the following projects were completed:

• Installation of new wind turbine, • New seawater line for cooling the refinery, • Modernization of distillation column C 205, • New fuel pipeline to jetty for increased loading capacity, • Upgrading of GAS TURBINE No 2, • New ant pollutant technology filter S401C, • New mechanical & electrical equipment installation in 3700 unit, • New pipelines & insulations of unit 3700.

IV. PROPERTY, PLANT AND EQUIPMENT

1. Fixed Assets

The changes in the fixed assets of the Company for the current year are as follows:

1.1 Land

Euro

Cost of 2,003,829.42 m² of land as at 31.12.01 29,401,411.12 Additions for the current year 13,650.21 m² of land 205,477.00

Total cost of 2,017,479.63 m² of land as at 31.12.02 29,606,888.12

1.2 Buildings and technical installations

Euro

Cost of buildings, factory warehouses, chemical lab, administration compound, control room, fire station, fence-walls and security trenches as at 31.12.01 19,494,333.82 Plus: Additions for the current year. Additions relate to, prefabricated houses etc. 13,659.80 Plus: Transfers from assets under construction and prepayments 3,384,999.90

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Total cost as at 31.12.02 22,892,993.52 MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

IV. PROPERTY, PLANT AND EQUIPMENT

1. Fixed Assets - Continued

1.3 Machinery - Technical installations and other equipment

Euro

Cost of machinery and installations as at 31.12.01 241,747,366.32 Plus: Additions for the current year (pipes counting devices for 94,180.25 leakages, counting devices for vibrations, portable fire extinguishers etc…) Plus: Transfers from assets under construction and prepayments 33,761,911.61

Total cost as at 31.12.02 275,603,458.18

1.4 Vehicles and vessels

Euro

Cost of vehicles and vessels as at 31.12.01 2,752,954.01 Plus: Additions for the current year (tank truck, fire truck, fork 392,405.17 lift, four (4) trucks etc.) Less: Sale of vehicles (passenger car SAAB, motorcycles etc…) 127,016.56

Total cost as at 31.12.02 3,018,342.62

1.5 Furniture and fixtures

Euro

Cost of furniture and fixtures as at 31.12.01 8,279,275.96 Plus: Additions for the current year (Computers, printers, photocopy machines, furniture, air conditions, laboratory instruments etc…) 903,235.63 Plus: Transfers from assets under construction and prepayments 81,704.31

Total cost as at 31.12.02 9,264,215.90

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

IV. PROPERTY, PLANT AND EQUIPMENT

1. Fixed Assets - Continued

1.6 Assets under construction and prepayments

Euro

Cost as at 31.12.01 53,150,232.83 Plus: Additions for the current year 43,685,378.90 Less: Transfer to other asset accounts and spare parts and less items destroyed. 38,294,839.82

Cost as at 31.12.02 58,540,771.91

1.7 Investments in affiliated companies

Participation in Number of Investment at % of capital Shares Historical Cost Euro

AVIN OIL SA 100% 1,496,600 37,564,471.06 Pyrros Shipping Company 100% 29,480 865,150.40 Olympic Fuels Company 14% 30,800 903,888.48 E.A.K.A.A. 16% 288,000 845,194.43

Total 40,178,704.37

1.8 Other long-term receivables

Euro

Rental guarantees 189,110.59 Rental prepayments 3,835,791.34 Debtors - Oil Faith S.A. 3,132,448.75

Total 7,157,350.68

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

1. Fixed Assets - Continued

1.9 Cash in foreign currency Cash in foreign currency as at 31.12.2002 amounted to $20,813,749.94 or € 19,847,191.70.

1.10 Branches

The refinery of the Company, in Sousaki, Agioi Theodori, in the prefecture of Corinth, is operating as a branch.

2. Mortgages and other liens secured on the Company’s assets are as follows:

A. In favour of National Bank of Greece

- Pre-notices of mortgages €129,298,748.73 - Mortgages €71,519.04

B. In favour of Commercial Bank of Greece

- Pre-notices of mortgages €8,804,108.58

C. In favour of Bank National de Paris

- Pre-notices of mortgages €4,548,789.44

D. In favour of Citibank International Plc.

- Pre-notices of mortgages €157,337,656.15 - Mortgage €1,000.00

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT

DECEMBER 31, 2002

IV. PROPERTY, PLANT AND EQUIPMENT - CONTINUED

3. Significant post balance sheet events that have occurred to date.

No significant post balance sheet events have occurred to date, which may affect the Company’s financial position, as at December 31, 2002.

In light of the above analysis and the attached Balance Sheet, Profit and Loss Account and Appropriation Account, together with the appendix thereto which fairly presents the activities of the Company and of the Board of Directors, please Messrs. shareholders, approve these and absolve the Board of Directors and the Auditors from any liability for this year.

Maroussi, 25 February 2003

The Chairman The Managing Director The Members

V.VARDINOYANNIS ABDULHAKIM A.AL GOUHI P. KONTAXIS

G. ALEXANDRIDIS

J. KOSMADAKIS

P. TZANNETAKIS

L. GEORGOPOULOS

ABDULLAH MOHAMMED AL. WARTHAN

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 1. Legal preparation and structure of financial statements – departures made for the sake of fair presentation (according to article 101 of Law 2190/1920)

In accordance with the stipulations of Article 107 and Articles referred to therein and other related articles of Law 2190/1920, we disclose the following information, which relates to the financial position of the Group as at December 31, 2002.

(a) Article 42a par. 3 (and Article 100 par. 5):

Departure from the relevant legal Departure was made for Avin Oil S.A. as provisions for the preparation of follows: consolidated financial statements which was considered necessary for fair - Included in “Other income” is an presentation as required by the provision amount of € 590,906.27 concerning sale of article 100 par. 3. of services.

The above amount is not included in turnover as this is common practice in petroleum companies. (b) Article 42b par. 1:

The relation that dictates the Departure from the principle of consolidation imposed was the consistency of presentation of the acquisition of all the shares of AVIN OIL consolidated balance sheet and of the by the mother company MOTOR OIL SA consolidated profit and loss. whereas in the previous year the consolidation was based on the fact that the two companies had common members of the Board. Given that the acquisition of the AVIN OIL shares was made on March 8th 2002 the amounts in the income statement and some in the balance sheet are not comparable to the amounts of the previous year.

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TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 1. Legal preparation and structure of financial statements – departures made for the sake of fair presentation – Continued

(c) Article 42b par. 2:

Recording of elements in a special There is no such requirement. account that is related to more than one obligatory accounts.

(d) Article 42b par. 3:

Adaptation of the structure and the titles There is no such requirement. of the accounts required by the nature of the business

(e) Article 42b par. 5:

Adjustment of prior year balances in There is no such requirement. order to be comparable with the corresponding balances of the current period.

Part 2. Information about companies that are included in or excluded from the consolidation

(a) Article 107 par.1b (and Article 43a par. 1-b):

Information about companies that are Refer to Table 1 below. included in the consolidation.

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TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 2. Information about companies that are included in or excluded from the consolidation – Continued

(b) Article 107 par. 1d:

Information about companies that are No companies were consolidated under included in the consolidation under the the Net Equity method. Net Equity method.

(c) Article 107 par. 1c:

Subsidiaries or associate companies that Refer to Table 2 below. were exempt from being fully consolidated on the basis of stipulations set out in Article 97 or 98 (dissimilar activities) and Article 100 par. 3 in the codification of Law 2190/1920.

(d) Article 107 par. 9:

Change in the group structure of No changes. consolidated companies as compared to last year.

Part 3. Information about shareholdings that are held by the Group

(a) Article 107 par.1e:

Companies which have shareholdings in Refer to Table 2 and 3 below. excess of 10% in other companies, which have been included in the consolidation, or have been excluded as stipulated in Article 97 and 98 (due to dissimilar activities) and in article 100 par. 3 of the law 2190/1920.

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TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 4. Information and analysis of various items regarding the consolidated financial statements

(a) Article 103 par. 4 last section:

Any adjustments in the value of the Not applicable. elements of the consolidated balance sheet due to the direct recording of “consolidation differences”.

(b) Article 107 par. 1f :

Analysis of long-term liabilities None. exceeding five years.

(c) Article 107 par. 1g:

Securities given by the Group companies, Refer to table and notes below. which are not disclosed in the consolidated accounts.

Liabilities secured with pledged assets (in Euro).

Bank Loan Amount Mortgages Prenotices

National Bank of 489,117.14 71,519.04 129,298,748.73 Greece Citibank 151,693,940.98 1,000 157,337,656.15 Commercial Bank - - 8,804,108.58 of Greece Bank National de - - 4,548,789.44 Paris Total 152,183,058.12 72,519.04 299,989,302.90

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 4. Information and analysis of various items regarding the consolidated financial statements-Continued

A) The Company has provided in the past to the extent of € 4,460,290.95 an amount representing the indemnity payable to its employees on retirement as of December 31, 1993. On the basis of the interpretation of decision No. 205/1988 of the Legal Council of the State, the staff indemnity provision should be made only for the staff qualifying for retirement in the following year, thus management believe that the provision established as per above in the books is sufficient to cover any amounts payable upon retirement of its employees during the following year.

B) ‘Olympic Airways SA’ and the Group companies ‘MOTOR OIL SA’ and ‘AVIN OIL SA’ as the main shareholders of ‘Olympic Fuels SA’ have fully guaranteed to various banks to provide a syndicated loan amounting to €32,667,644.90.

C) AVIN OIL SA has guaranteed with a letter of guarantee to the Customs of Corinth an amount of €40,000,000 in favour of the approved warehouse keeper MOTOR OIL SA to cover any claims by the Greek government for duties and late payment and penalties that will be charged to the approved warehouse keeper .

D) The company ’Hellenic company of aircraft fuels’ in which the group has an interest of 50% with a decision of the General Assembly of the Board of Directors will increase its share capital by €740,000, and it will be paid from the group in the next year.

(d) Article 42e par. 11: MEMO ACCOUNTS Analysis of the memo accounts. Third party assets: € 4,800,168.83

Letters of guarrantee to secure receivables: € 13,212,495.52

Letters of guarantee for good performance: €30,329,598.64

Third party cheques held as guarantees: € 8,459,299.35

Letters of guarantee held on behalf of customers: € 74,164.63

Letters of guarantee held by suppliers for good performance: € 42,707,124.96

Letter of credit: € 1,365,389.16

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 4. Information and analysis of various items regarding the consolidated financial statements-Continued

(e) Article 107 par.1h: Busines Activity Euro Analysis of turnover by sector in Euro.

Manufacturing 1,135,509,667.70 Trade 456,400,389.80 Total 1,591,910,057.50

(f) Consolidation differences The consolidation differences appear in the financial statements as ‘Goodwill’ as follows: Euro Beginning Value: 26,999,798.32 Amortisation 1,096,635.65 Net Book Value 25,903,162.67

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TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force

Part 5. Information regarding the valuation methods

(a) Article 107 par. 1a.:

With regard to the assets included in the Valuation of assets: consolidated balance sheet: asset valuation methods applied, calculation of 1. Fixed assets were valued at cost, or their depreciation and provisions, and the construction cost or the cost after translation method of foreign currencies revaluation, which was increased by the into €. value of the additions and improvements and decreased by the relevant depreciation which is calculated under straight line method and the depreciation rates determined by P.D. 100/98.

The last statutory revaluation of land and buildings was made during 1996 for Motor Oil Hellas and during 2000 for Avin Oil in accordance with the provisions of Law 2065/1992.

Intangible assets and establishment expenses

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TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 5. Information regarding the valuation methods-Continued 2. The straight-line method was applied using the following rates:

- Establishment expenses 20% - Other establishment expenses. (a) Transfer duties100%. (b) Software 30%. - Foreign exchange losses due to the devaluation of the Greek Drachma 33%.

No provisions for impairment loss, in the value of assets was necessary for cases (1) and (2).

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 5. Information regarding the valuation methods-Continued

3. Participations in other companies or shares of other companies, with the exception of titles bearing the characteristics of a time deposit, are valued at:

Shares in the companies PYRROS, ATHENS AIRPORT FUEL PIPELINE COMPANY S.A. have been valued at the lower of cost or market value.As market value was the latest book value of published financial statements. The shares of the company HELLENIC COMPANY OF AIRCRAFT FUELS SA and AVIN ALBANIA SA were valued at cost as there is no financial statements prepared yet. The cost value of the above companies is € 3,663,121.79.

The above companies have not been audited by recognized auditors.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 5. Information regarding the valuation methods - Continued (a) Article 107 par. 1a.: - Continued Valuation of assets:

(Continued)

4. Τhere are no participations in other entities other than Societe Anonyme companies.

5. Titles bearing the characteristics of a time deposit and not listed on the Greek Stock Exchange are valued as time deposits.

6. Purchased inventories (merchandise, raw materials, consumables, etc.) were valued at the lower of cost or replacement cost at year-end.

7. The cost of merchandise, raw and auxiliary material inventory has been determined using the moving weighted average method. Spare parts relating only to Motor Oil Hellas were valued using the average cost method.

8. Own produced inventories, except for scrap and by-products, were valued by category at the lower of cost of production and net realisable value at year-end.

9. Scrap and by-products do not exist.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 5. Information regarding the valuation methods – Continued

(b) Article 43 par.7b: Change in the method of calculation of the acquisition cost and production cost of None. inventories and investments.

(c) Article 43 par.7c: Comparison of the difference between the value of inventories and investments and the Not applicable. corresponding current market value, if significant.

(d) Article 43a par.1a: The receivables and liabilities in foreign Translation of assets and liabilities currency, except for the liabilities used for denominated in foreign currencies into € and the acquisition of fixed assets, were accounting treatment of exchange translated into € using the official fixing rate differences. as at December 31, 2002.

Foreign exchange loss of € 2,707,569.96 resulting from foreign translations was charged to the profit and loss account whilst, unrealised foreign exchange gains of € 17,731,064.20, are included in the consolidated financial statements under "Other Provisions". (e) Article 104 par.3: Method of elimination of inter-company All the inter-company transactions (payables, transactions. receivables, income and expenses) have fully been eliminated.

(f) Article 105 par. 5: Calculation of additional depreciation or There were no provisions. extraordinary provisions for asset items Depreciation rate for Goodwill is 5%. included in the consolidation

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 6. Information on possible departures from regulations regarding valuations and consolidations

(a) Article 43 par.2 (in combination with article 105 par.1):

Departures from the valuation methods None. provided by article 43 and their effect on the asset classification, financial position and profit and loss account of the consolidated financial statements.

(b) Article 104 par.2:

Inconsistent application of the None. consolidation methods.

(c) Article 104 par.4:

No variations occurred. Departures from the elimination entries of inter-company profit or loss, permitted by this paragraph, when the related transactions have been carried out in accordance with usual business practice and the elimination would result in disproportionate expenses.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 6. Information on possible departures from regulations regarding valuations and consolidations – Continued

(d) Article 104 par.7:

All the companies have a December 31 Departures allowed regarding the closing year end. dates of the consolidated accounts and the individual financial statements.

(e) Article 105 par.3:

There is no such requirement. Different methods of valuation other than those used in consolidation in the assets or liabilities of the consolidated company.

(f) Article 104 par.7:

None. Significant events which occurred during the period between the date the individual companies financial statements were finalized and the date the consolidated financial statements were finalized and which were not taken into consideration in the preparation of the consolidated financial statements.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 7. Other information

(a) Article 99 par.1 and 2:

The Company that prepares the Motor Oil (Hellas) Corinth Refinery S.A. consolidated accounts.

(b) Article 104 par. 6:

Date of the consolidated financial December 31, 2002, which is the year end statements of the mother company. of all the companies included in the consolidation.

(c) Article 107 par.1i:

Average number of personnel employed Salaries and wages incurred by the during the period by the group, analysed companies in the consolidated group for by category and total cost. the fiscal year 2002 amounted to € 45,277,363.37.

Various charges relating to pensions amounted to € 8,876,932.09.

Average number of personnel:

Motor Oil: 1,032 employees Avin Oil: 208 employees

(d) Article 107 par.1j and par.1k:

The Group estimates that there will be no Tax liabilities which are likely to arise tax liabilities. following the possible departures from the valuation method provided by article 43 or following the implementation of article 105 par.4.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 7. Other information – Continued

(e) Article 107 par.1l:

The total fees paid to the members of the Fees paid during the year to the members Board of Directors of Motor Oil (Hellas) to the Board of Directors, managers and Corinth Refinery S.A amounted to € supervising bodies of the holding 1,699,924.02. company. Furthermore, liabilities incurred or paid for retirement benefits to members who have departed from the above-mentioned bodies

(f) Article 107 par 1m:

None. Advances and credits extended to the Board of Directors and management of the consolidated companies. The interest rate, credit limits and repayments. Guarantees granted in favour of the above mentioned.

(g) Article 43a par 1l:

Additional taxes for the years 2000 to Significant tax liabilities which are likely 2002 for Motor Oil (Hellas) Corinth to arise in the current period or previous Refineries S.A. and for the years 2001- periods if they do not appear under 2002 for Avin Oil S.A., which may be liabilities and provisions. imposed by the Tax Authorities in event of a tax audit, cannot be estimated with reasonable accuracy by the companies of the Group.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

Part 7. Other information – Continued

(h) Article 107 par.1n Included in the Financial Statements of (and Article 43a par.1q): Motor Oil (Hellas) SA in “Trade - Continued Payables” as at December 31, 2002 is a net credit balance amount of €40 million made up of receivables of €39.3 million minus a payable of €79.3 million representing outstanding balances with related companies

An agreement for the repayment of these receivable amounts was reached in 1997 and amended on August 3, 1999. In terms of the amended agreement the amount will be repaid in instalments by January 10, 2004. The agreement also provides that under certain conditions the receivable, may be offset against the payable. Of the above mentioned receivable amounting to €39.3 million, €17 million is a long-term receivable.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

TABLE 1 Companies included in the consolidation (Article 107 par. 1b)

Percent Holding Holding in other Name of the by Mother Companies that Relationship which Consolidated Company in the are Included in Dictates the Company Headquarters Subsidiary the Consolidation Consolidation

Motor Oil Athens - - Mother company

Avin Oil SA Athens 100% - The relationship that dictated the consolidation was the acquisition by MOH of all AVIN OIL shares

TABLE 2 Investments in companies that have not been consolidated with shareholdings above 20% (in €)

Shareholding Held by Total Reasons for Name of Headquart Motor Oil Shareholders' Total (Loss) Exclusion from Company ers (Hellas) Equity /Profit Consolidation

Pyrros Piraeus 100% 1,469,399.77 - Insignificant Interest

Olympic Fuel Athens 28% 6,503,898.14 - Insignificant Company Interest

Hellenic Aspropirgos 50% 60,000 - Insignificant Company of Interest Aircraft Fuels

AVIN Tirrana 100% 481,189 - Insignificant ALBANIA Albania Interest

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. TRANSLATION OF APPENDIX TO THE CONSOLIDATED BALANCE SHEET OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AS OF DECEMBER 31, 2002 (in accordance with the provisions of Law 2190/1920, as currently in force)

TABLE 3 Investments in associated companies with a shareholding of 10-20%. Total Shareholders’ Reasons Name of the Company/ Headquarters Percent for being Equity Headquarters Shareholding excluded from by consolidation Consolidated Companies

Athens Airport Fuel Athens 5,405,071.09 16% Insignificant interest Pipeline Company S.A./ Athens

Maroussi, 25 February 2003

General Manager Chairman of the Board Managing Director of Finance & IS

Vardis I. Vardinoyannis Abdulhakim A. Al Gouhi James McTurk

Financial Director & Member of the B.O.D Chief Accountant

Petros Tzannetakis Theodore N. Porfiris

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

I. RESULTS OF OPERATIONS OF THE GROUP

The financial results for the year under review are as follows:

% % on Turnover Change 2002 2001 2002 2001 (in Euro)

Turnover 1,591,910,057.50 1,790,362,478.25 (11.08) Cost of sales (1,453,208,077.24 (1,634,984,441.44) (91.29) (91.32) (0.03) Gross profit 138,701,980.26 155,378,036.81 8.71 8.67 (0.04) Gross profit including other income 147,991,160.71 165,625,513.11 9.29 9.25 0.04 Administration and distribution (59,924,547.90) (61,930,232.55) (3.76) (3.45) (0.31) Operating profit 88,066,612.81 103,695,280.56 5.53 5.79 (0.26) Financial expenses (7,591,136.01 (12,253,659.06) (0.48) (0.68) 0.21

Operating results 80,475,476.80 91,441,621.50 5.05 5.10 (0.05)

Non operating results 8,060,258.30 10,550,347.54 0.51 0.58 (0.07)

Net Profit 88,535,735.10 101,991,969.04 5.56 5.69 (0.12)

In connection with the above results we noted the following:

1. Turnover

Turnover of the Group has decreased by € 198,452,420.75 or 11.08% compared to prior year.

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TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

1. Turnover - Continued

The analysis of turnover by sector of activity of the Group and other categories of sales is analysed below:

% Sectors Sales Category 2002 2001 Change (In Euro)

Exports Products/Fuel 465,698,561.67 638,577,239.88 (27.07) Exports Products/Lubricants 26,981,678.29 32,178,898.43 (16.15) Exports Merchandise/Fuels 100,649,728.50 111,184,836.26 (9.47) Exports Total 593,329,968.46 781,940,974.57 (24.12)

Domestic Products/Fuel 609,457,466.10 867,131,979.14 (29.71) Domestic Products/Lubricants 33,371,961.64 37,692,446.59 (11.46) Domestic Merchandise/Fuel 355,750,661.30 103,597,077.95 243.40 Domestic Total 998,580,089.04 1,008,421,503.68 (0.97)

Grand Total 1,591,910,057.50 1,790,362,478.25 (11.08)

The total quantity of crude oil and raw material processed by Motor Oil Hellas during 2002 compared to 2001, is analysed as follows:

2002 2001 Tons Tons

Crude oil 4,393,823 4,771,409 Fuel oil − Raw material 964,387 723,064 Nafta 52,893 18,874 Gas oil 264,538 206,074 Chemical additives 27,324 27,739

5,702,965 5,747,160

2. Gross Profit The Group’s gross profit for the year decreased to €138,701,980.26 compared to €155,378,036.81 in the prior year, a decrease of 10.73%.

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TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

3. Operating Expenses

The Group’s operating expenses for 2002 and 2001 are as follows:

% 2002 2001 Change Change (In Euro)

Category Administration 22,033,058.47 22,307,912.62 (274,854.15) (1.23) Distribution 37,891,489.43 39,622,319.93 (1,730,830.50) (4.37) Financial 7,591,136.01 12,253,659.06 (4,662,523.05) (38.05)

67,515,683.91 74,183,891.61 (6,668,207.70) (8.99)

As per the above table, operating expenses decreased by € 6,668,207.70 or 8.99%.

For further comparison with prior year expenses, the major account balances are analysed below:

(a) Administration expenses

2002 2001 Change (In Euro)

Payroll costs 9,814,023.77 9,013,464.11 800,559.66 Rental costs 2,209,310.14 2,080,632.99 128,677.15 Telecommunications 367,937.88 373,922.18 (5,984.30) Traveling, contributions, public relations and 2,525,951.24 2,897,087.59 (371,136.35) promotion expenses Sundry 4,650,435.20 4,584,771.04 65,664.16 Export expenses 0.5% on exports 2,465,400.24 3,358,034.71 (892,634.47)

Total administration expenses 22,033,058.47 22,307,912.62 (274,854.15)

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

3. Expenses - Continued

(b) Distribution expenses

2002 2001 Change (In Euro)

Payroll costs 6,616,036.17 5,614,675.09 1,001,361.08 Rental costs 1,874,301.36 1,754,032.19 120,269.17 Warehousing 2,923,809.19 2,218,578.40 705,230.79 Transportation 5,130,072.86 4,450,196.44 679,876.42 Traveling, contributions, public relations and promotion expenses 8,236,104.23 7,503,744.54 732,359.69 Telecommunications 134,368.72 124,578.45 9,790.27 Various distribution expenses 12,976,796.90 17,956,514.82 (4,979,717.92)

Total distribution expenses 37,891,489.43 39,622,319.93 (1,730,830.50)

Total administration and distribution expenses 59,924,547.90 61,930,232.55 (2,005,684.65)

The above expenses represent 3.76% of 2002 sales compared to 3.45% of 2001 sales.

(c) Financial expenses

Financial expenses decreased by € 4,662,523.05 or 38.05%. The decrease is analysed as follows:

Financial Expenses by % Category of Loan 2002 2001 Change Change (In Euro)

Interest on loans 7,465,726.12 14,357,864.34 (6,892,138.22) (48.00) Other expenses 1,000,823.68 1,025,499.02 (24,675.34) (2.41) Other income (875,413.79) (3,129,704.30) 2,254,290.51 72.03

Total 7,591,136.01 12,253,659.06 (4,662,523.05) (38.05)

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

I. RESULTS OF OPERATIONS

3. Expenses - Continued

(d) Non operating results (net)

The current year’s non operating results of € 8,060,258.30 decreased by € 2,490,089.24 compared to prior year.

After taking into account the above, the 2002 net profit of the Group amounted to:

Euro

Net profit of the Group 88,535,735.10 Less: Income tax 31,720,919.39 Immovable property tax 186,647.95

Net profit for distribution in 56,628,167.76 2002

II. PROSPECTS

The prospects of operations of the Group, based on the results for 2003 are satisfactory given that sales for the first three months amounted to € 465,728,973.22 and the quantity of crude and other raw materials processed by the refinery, amounted to 542,550 metric tons.

III. RESEARCH AND DEVELOPMENT

During the fiscal year the following projects were completed:

• Installation of new wind turbine. • New seawater line for cooling the refinery. • Modernization of distillation column C 205. • New fuel pipeline to jetty for increased loading capacity. • Upgrading of GAS TURBINE No 2. • New ant pollutant technology filter S401C. • New mechanical and electrical installation in 3700 unit. • New pipelines and insulations of unit 3700.

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MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

TRANSLATION OF DIRECTORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE COMPANIES OF THE GROUP

FOR THE YEAR ENDED DECEMBER 31, 2002

IV. POST BALANCE SHEET EVENTS THAT HAVE OCCURRED TO DATE

No significant post balance sheet events have occurred to date, which may affect the Group’s financial position, as at December 31, 2002

Maroussi, 25 February 2003

The Chairman Managing Director The Members

Vardis I. Vardinogiannis Abdulhakim A. Al Gouhi Panagiotis P. Kontaxis Georgios P. Alexandridis Petros P. Tzannetakis Ioannis N. Kosmadakis Leonidas K. Georgopoulos Abdullah Mohammed Al-Warthan

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CASH FLOW STATEMENT OF MOTOR OIL (HELLAS) CORINTH REFINERIES S.A FOR THE ACCOUNTING PERIOD 1.1.2002 - 31.12.2002 ATHENS PREF. REGISTRATION NUMBER 1482/01ΑΤ/Β/86/300/96

Code Description Cash Flow Analysis Cash Flow Analysis 2002 2001

Α. CASH FLOW FROM OPERATING ACTIVITIES 76.020.271,50 184.149.264,08 Α100 Cash Inflows 1.407.004.199,72 1.622.968.429,03 Α101 (+) Sales 1.361.796.643,92 1.508.807.748,27 Α102 (+) Other Operating Revenues 6.865.418,94 7.431.217,98 Α103 (+) Extraordinary Revenue & non-operating income 25.516.417,98 27.777.817,82 Α104 (+) Previous years/ revenues 0,00 0,00 Α105 (+) Interest Income 499.359,90 3.027.092,15 Α106 (+) Income from tradeable securities 0,00 0,00 Α107 (+) Sale of tradeable securities 0,00 0,00 Α108 (+) Decrease in receivables 12.326.358,98 75.924.552,81 Α109 (-) Purchase of tradeable securities 0,00 0,00 Α110 (-) Increase in receivables 0,00 0,00 Α200 Cash Outflows (1.301.982.815,66) (1.382.513.220,33) Α201 (-) Cost of Goods Sold (1.234.125.641,81) (1.371.386.105,74) Α202 (-) Administrative Expenses (14.673.207,11) (15.454.009,44) Α203 (-) Research & Development Expenses 0,00 0,00 Α204 (-) Selling Expenses (10.828.987,28) (9.478.692,74) Α205 (-) Idle capacity cost 0,00 0,00 Α206 (-) Other Expenses (21.618.909,72) (33.009.245,36) Α207 (-) Increase in inventory (16.512.093,67) 0,00 Α208 (-) Increase in Transitory Accounts (Assets side) 0,00 (12.273.912,59) Α209 (-) Decrease in Transitory Accounts (Liabilities side) (1.877.733,63) 0,00 Α210 (-) Decrease in current liabilities (other than Banks) (13.390.494,59) 0,00 Α211 (+) Decrease in Inventory 0,00 13.660.094,80 Α212 (+) Decrease in Transitory Accounts (Assets side) 11.044.252,15 0,00 Α213 (+) Increase in Transitory Accounts (Liabilities side) 0,00 24.145.104,13 Α214 (+) Increase in current liabilities (other than Banks) 0,00 21.283.546,61 A300 Cash Outflows for Taxes (29.001.112,56) (56.305.944,62) Α301 (-) Income tax (28.677.129,60) (33.235.291,69) Α302 (-) Other taxes (177.947,25) (234.408,60) Α303 (-) Tax audit differences 0,00 0,00 Α304 (-) Decrease in Tax and Duties payable (146.035,71) (22.836.244,33) Α305 (+) Increase in Tax and Duties payable 0,00 0,00 Β. CASH FLOW FROM INVESTING ACTIVITIES (79.232.852,14) 13.218.997,70 Β100 Cash Inflows 4.053.943,24 51.496.169,48 Β101 (+) Sale of Intangible assets 0,00 0,00 Β102 (+) Sale of Tangible assets 27.147,52 55.229,79 Β103 (+) Sale of participations 0,00 1.068.675,35 Β104 (+) Decrease in long term receivables 4.026.795,72 50.372.264,34 Β105 (+) Income from participations 0,00 0,00 Β106 (+) Interest income from long term receivables 0,00 0,00 Β200 Cash Outflows (83.286.795,38) (38.277.171,78) Β201 (-) Purchase of Intangible Assets 0,00 0,00 Β202 (-) Purchase of Tangible Assets (45.294.336,75) (37.973.187,95) Β203 (-) Purchase/acquisition of participations (37.564.471,06) 0,00 Β204 (+) Increase in long term receivables 0,00 0,00 Β205 (-) Increase in formation expenses (427.987,57) (303.983,83) C. CASH FLOW FROM FINANCING ACTIVITIES (18.384.402,46) (142.518.881,97) C100 Cash Inflows 69.518.556,89 65.017.298,83 C101 (+) Collection of share capital increase and share premium account proceeds 0,00 54.336.414,00 C102 (+) Collection of subsidies for the purchase of fixed assets 2.546.060,48 2.371.284,91 C103 (+) Increase in long term liabilities 0,00 8.309.599,92 C104 (+) Increase in short term bank debt 66.972.496,41 0,00 C200 Cash Outflows (87.902.959,35) (207.536.180,80) C201 (-) Decrease in share capital 0,00 0,00 C202 (-) Return of subsidies for the purchase of fixed assets 0,00 0,00 C203 (-) Decrease in long term liabilities (195.646,86) 0,00 C204 (-) Decrease in short term bank debt 0,00 (147.406.702,01) C205 (-) Interest payments (6.634.737,09) (12.973.233,01) C206 (-) Dividend payments (80.871.575,40) (46.955.245,78) C207 (-) Distribution of earnings to personnel 0,00 0,00 C208 (-) BoD compensation from Company/s earnings (201.000,00) (201.000,00)

NET CASH FLOW FOR THE ACCOUNTING PERIOD (21.596.983,10) 54.849.379,81 CHANGE IN CASH AT BANK & AT HAND (21.596.983,10) 54.849.379,81

Marousi February 26th, 2003

THE CHAIRMAN THE MANAGING DIRECTOR THE GENERAL MANAGER OF FINANCE THE FINANCE DIRECTOR & THE ACCOUNTING DEPT. MANAGER OF THE BOARD OF DIRECTORS & INFORMATION SYSTEMS MEMBER OF BOARD OF DIRECTORS VARDIS J. VARDINOYANNIS ΑΒDULHAKIM A.AL GOUHI JAMES Mc TURK PETROS T. TZANNETAKIS THEODOROS N. PORFYRIS ID No Κ 011385/82 Saudi Arabia Passport No Passport No Ρ 740117857/98 ID No Ρ 591984/94 ID No Ρ 557979/94 C 173030/2000 Ο.Ε.Ε License No. 0018076 Α' Class

CERTIFIED PUBLIC ACCOUNTANTS/ AUDIT REPORT We hace audited the above Cash Flow Statement of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A for the acoounting period January 1, 2002 - December 31, 2002 which has been produced based on the Company/s books and records as well as the audited Financial Statements of the Company for which the Auditors/ Report dated February 26th, 2003 has been issued. In our opinion the above mentioned Cash Flow Statement reflects the cash inflows and outflows from the activities of the Company during the accounting period. Athens, 26 February 2003 THE CERTIFIED PUBLIC ACCOUNTANT Emmanuel Α. Pileidis CPA REG. No 12021 130Deloitte / 149 & Touche A.E. CONSOLIDATED CASH FLOW STATEMENT OF SOCIETE ANONYMES MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. AND AVIN OIL INDUSTRIAL COMMERCIAL & MARITIME OIL COMPANY FOR THE ACCOUNTING PERIOD 1/1/2002 - 31/12/2002 ΑTHENS PREF. REGISTRATION NUMBER 1482/01ΑΤ/Β/86/300/96

Code Description Cash Flow Analysis Cash Flow Analysis 2002 2001

Α. CASH FLOW FROM OPERATING ACTIVITIES 80.176.299,18 170.036.196,00 Α100 Cash Inflows 1.633.818.300,91 1.884.800.275,96 Α101 (+) Sales 1.591.910.057,50 1.790.362.478,25 Α102 (+) Other Operating Revenues 9.289.180,45 10.247.476,30 Α103 (+) Extraordinary Revenue & non-operating income 27.051.748,13 27.625.122,86 Α104 (+) Previous years/ revenues 184.685,15 36.077,53 Α105 (+) Interest Income 875.413,79 3.066.722,91 Α106 (+) Income from tradeable securities 0,00 62.981,39 Α107 (+) Sale of tradeable securities 0,00 0,00 Α108 (+) Decrease in receivables 4.507.215,89 53.399.416,72 Α109 (-) Purchase of tradeable securities 0,00 0,00 Α110 (-) Increase in receivables 0,00 0,00 Α200 Cash Outflows (1.522.380.988,79) (1.658.315.052,39) Α201 (-) Cost of Goods Sold (1.429.734.719,04) (1.613.428.865,16) Α202 (-) Administrative Expenses (19.358.868,10) (20.522.702,19) Α203 (-) Research & Development Expenses 0,00 0,00 Α204 (-) Selling Expenses (32.717.445,22) (34.545.851,60) Α205 (-) Idle capacity cost 0,00 0,00 Α206 (-) Other Expenses (22.043.682,94) (33.677.012,63) Α207 (-) Increase in inventory (16.657.966,18) 0,00 Α208 (-) Increase in Transitory Accounts (Assets side) 0,00 (12.391.897,14) Α209 (-) Decrease in Transitory Accounts (Liabilities side) (2.753.123,71) 0,00 Α210 (-) Decrease in current liabilities (other than Banks) (9.965.617,78) 0,00 Α211 (+) Decrease in Inventory 0,00 13.047.690,61 Α212 (+) Decrease in Transitory Accounts (Assets side) 10.850.434,18 0,00 Α213 (+) Increase in Transitory Accounts (Liabilities side) 0,00 24.791.895,28 Α214 (+) Increase in current liabilities (other than Banks) 0,00 18.411.690,44 A300 Cash Outflows for Taxes (31.261.012,94) (56.449.027,57) Α301 (-) Income tax (31.029.962,72) (35.382.372,56) Α302 (-) Other taxes (186.647,95) (248.088,68) Α303 (-) Tax audit differences 0,00 73.787,89 Α304 (-) Decrease in Tax and Duties payable (44.402,27) (20.892.354,22) Α305 (+) Increase in Tax and Duties payable 0,00 0,00 Β. CASH FLOW FROM INVESTING ACTIVITIES (85.062.163,60) 10.513.632,42 Β100 Cash Inflows 2.547.600,42 51.798.740,08 Β101 (+) Sale of Intangible assets 0,00 0,00 Β102 (+) Sale of Tangible assets 354.759,12 271.920,51 Β103 (+) Sale of participations 0,00 1.068.682,19 Β104 (+) Decrease in long term receivables 2.192.841,30 50.458.137,38 Β105 (+) Income from participations 0,00 0,00 Β106 (+) Interest income from long term receivables 0,00 0,00 Β200 Cash Outflows (87.609.764,02) (41.285.107,66) Β201 (-) Purchase of Intangible Assets 0,00 0,00 Β202 (-) Purchase of Tangible Assets (49.321.883,20) (40.871.154,84) Β203 (-) Purchase/acquisition of participations (37.709.471,06) 0,00 Β204 (+) Increase in long term receivables 0,00 0,00 Β205 (-) Increase in formation expenses (578.409,76) (413.952,82) C. CASH FLOW FROM FINANCING ACTIVITIES (17.639.663,22) (126.687.360,31) C100 Cash Inflows 75.389.022,44 64.843.935,45 C101 (+) Collection of share capital increase and share premium account proceeds 0,00 54.336.413,99 C102 (+) Collection of subsidies for the purchase of fixed assets 2.546.060,48 2.371.284,91 C103 (+) Increase in long term liabilities 0,00 8.136.236,55 C104 (+) Increase in short term bank debt 72.842.961,96 0,00 C200 Cash Outflows (93.028.685,66) (191.531.295,76) C201 (-) Decrease in share capital 0,00 0,00 C202 (-) Return of subsidies for the purchase of fixed assets 0,00 0,00 C203 (-) Decrease in long term liabilities (3.489.560,46) 0,00 C204 (-) Decrease in short term bank debt 0,00 (128.991.686,62) C205 (-) Interest payments (8.466.549,80) (15.383.363,36) C206 (-) Dividend payments (80.871.575,40) (46.955.245,78) C207 (-) Distribution of earnings to personnel 0,00 0,00 C208 (-) BoD compensation from Company/s earnings (201.000,00) (201.000,00)

NET CASH FLOW FOR THE ACCOUNTING PERIOD (22.525.527,64) 53.862.468,11 CHANGE IN CASH AT BANK & AT HAND (22.525.527,64) 53.862.468,11

Marousi. 26 February 2003

THE CHAIRMAN THE MANAGING DIRECTOR THE GENERAL MANAGER OF FINANCE THE FINANCE DIRECTOR & THE ACCOUNTING DEPT. MANAGER OF THE BOARD OF DIRECTORS & INFORMATION SYSTEMS MEMBER OF BOARD OF DIRECTORS VARDIS J. VARDINOYANNIS ΑΒDULHAKIM A.AL GOUHI JAMES Mc TURK PETROS T. TZANNETAKIS THEODOROS N. PORFYRIS ID No Κ 011385/82 Saudi Arabia Passport No Passport No Ρ 740117857/98 ID No Ρ 591984/94 ID No Ρ 557979/94 C 173030/2000 Ο.Ε.Ε License No. 0018076 Α' Class CERTIFIED PUBLIC ACCOUNTANTS/ AUDIT REPORT We hace audited the above Consoildated Cash Flow Statement of Societe Anonymes MOTOR OIL (HELLAS) CORINTH REFINERIES S.A and AVIN OIL INDUSTRIAL, COMMERCIAL and MARITIME OIL COMPANY S.A for the accounting period January 1, 2002 - December 31, 2002 which has been produced based on the audited consolidated Financial Statements for which the Auditors/ Report dated February 26th, 2003 has been issued. In our opinion the above mentioned Consoidated Cash Flow Statement reflects the cash inflows and outflows from the activities during the accounting period of all the Companies which are included in the Consolidated Financial Statements dated December 31, 2002.

Athens, 26 February 2003 THE CERTIFIED PUBLIC ACCOUNTANT Emmanuel Α. Pileidis CPA REG. No 12021 Deloitte & Touche A.E. 131 / 149

AVIN OIL S.A A P P E N D I X TO THE BALANCE SHEET AS OF DECEMBER 31, 2002 (In accordance with the provisions of Law 2190/1920, As currently in force)

SUMMARY OF LEGAL PROVISION RESPONSE Part 1. Legal preparation and structure of the financial statements – deviations made for the sake of fair presentation

(a) Article 42a par.3: Deviation from the relevant Included in Other Operating Income are sales of legal provisions for the preparation of financial services amounting to EURO 590.906,27. The above statements which was considered necessary for amount is not included in Sales in accordance with fair presentation as required by the provision of the Company’s practice. par. 2 of this article.

(b) Article 42b par.1: Deviation from the principle None. of consistency of presentation of the balance sheet and of the profit & loss account.

(c) Article 42b par.2: Recording of elements in None. one account that is related to more than one obligatory account.

(d) Article 42b par.3: Adaptation of the structure None. and the titles of the accounts required by the nature of the business.

(e) Article 42b par.4: Accumulation of balance None. sheet accounts as required by this provision.

(f) Article 42b par.5: Adjustment of prior year None. balances in order to be comparable with the corresponding balances of the current period.

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SUMMARY OF LEGAL PROVISION RESPONSE Par 2. Valuation of assets (a) Article 43a par.1-a: Assets valuation methods (1) Fixed assets are stated at cost or their and calculation of depreciation and provisions for construction cost or at the cost after revaluation as impairment of their value. prescribed by specific laws increased by the value of the additions and improvements and decreased by the relevant depreciation. Fixed assets are depreciated at rates prescribed by law.

(2) No provisions for impairment in the value of assets were necessary.

(3) Investments in other companies are stated at cost.

(4) Purchased inventory (merchandise, raw materials, consumables etc) are valued at lower of cost and market value.

(5) Inventory valuation method is consistent with last year. Fuels, lubricants, and packaging materials were valued using the weighted moving average method.

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SUMMARY OF LEGAL PROVISION RESPONSE (b) Article 43a par.1-a: Translation of assets and (1) The receivables and liabilities were translated liabilities denominated in foreign currencies into into drachmas according to the provisions of POL drachmas and accounting treatment of exchange 1286/6-12-00. Foreign exchange loss of EURO differences. 65.899,61 was taken to the income statement and foreign exchange gains of EURO 291.837,07 are recorded as “Other Provisions” in the Balance Sheet. (3) Liquid funds in foreign currency were translated into EURO using the official fixing rate as at 31/12/2002. Foreign exchange losses of EURO 31.860,62 were posted to the current year results. (c) Article 43 par.2: Inconsistent application of None. valuation methods. Application of special valuation methods. (d) Article 43 par.7-b: Change in the method of None. calculation of the acquisition cost and production cost of inventories and investments. (e) Article 43 par.7-c: Comparison of the There is no difference. difference between the value of inventories and investments and the corresponding current market value, if significant. (f) Article 43 par.9: Analysis and explanation of None. the revaluation of fixed assets of the Company which took place during the year in accordance with special laws and details of the movement of the account “revaluation differences”.

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SUMMARY OF LEGAL PROVISION RESPONSE Par 3. Fixed assets and pre-establishment expenses

(a) Article 42e par.8: Changes in fixed assets and A detailed table with the information required by establishment expenses. law is attached - See Schedule 1 and Schedule 2.

(b) Article 43 par.5-d: Analysis of additional None. depreciation.

(c) Article 43 par.5-e: Provision for the None. impairment of the value of fixed assets.

(d) Article 43 par.3-e: Analysis and explanation of A detailed table is attached - see Schedule 2. the amounts of establishment expenses for the current period. (e) Article 43 par.3-c: Amounts and accounting No foreign currency loans were obtained treatment of exchange differences resulting from exclusively for the purchase of fixed assets during the payment of installments and/or translations at the year. year-end of loans and/or credits which were exclusively used for the acquisition of fixed assets.

(f) Article 43 par.4 cases a and b: Analysis and There are no such amounts. explanation of the amounts, “Research and development expenditure”, “Assignment of rights of industrial property” and "Goodwill”.

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SUMMARY OF LEGAL PROVISION RESPONSE Par 4. Investments a) Article 43a par.1-b: Investments in the capital a) Investment in 14% of the share capital of of other companies greater than 10%. OLYMPIC FUEL COMPANY S.A. The company’s head office is Athens, and the share capital as per the financial statements as at 31.12.2001 (the last available financial statements) amounts to EURO 6.503.898,15 and the profit before tax for the year ended 31.12.2001 amounts to EURO 89.057,55. b)Investment in 50% of the share capital of Hellenic Aviation Fuel Company S.A., distinctive title HAFCO S.A., with a total share capital of 60.000,00 EURO. In extraordinary General Assembly meeting of HAFCO S.A. on December 30, 2002 a decision was made to increase the share capital by 740.000,00 EURO, which will be paid up, based on the Company’s shareholding in HAFCO S.A. in 2003.

(b) Investments in the capital of other companies Investment in 100% of the share capital of AVIN in which the Company has unlimited liabilities. ALBANIA S.A. with a total share capital of 70.000.000 Leke (481.189,00 EURO as at 31/ 12/2002).

(c) Article 43a par.1-ie: Preparation of The Company’s financial statements are included consolidated financial statements, in which the in the consolidated financial statements of financial statements of the Company are included. MOTOR OIL HELLAS CORINTH REFINERIES S.A.: 12A IRODOU ATTIKOU STR., 15124 MAROUSSI.

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SUMMARY OF LEGAL PROVISION RESPONSE Par 5. Inventories (a) Article 43a par.1-ia: Valuation of inventories There is no such deviation. not in accordance with the rules of valuation of Article 43, for tax reasons. (b) Article 43a par.1-i: Differences due to None. devaluation of current assets and reasons therefore.

Par 6. Share Capital

(a) Article 43a par.1-d: Categories of shares. Number Nominal Total Of shares value value EURO EURO

Ordinary shares 1.496,600 2,94 4.400.004,00

(b) Article 43a par.1-c: Issue of shares resulting In General Assembly meeting on June 6, 2002, from the increase in share capital during the year. decision was made to increase the shareholders capital of the Company from 625.500 shares (value per share EURO 2.93) to 736.092 (value per share EURO 2.94). In extraordinary General Assembly meeting on December 24, 2002 a decision was made to increase the number of shares from 736.092 to 1.496.600 (value per share EURO 2,94). The Notary’s approval for the increase in the share capital was given on February 20, 2003.

(c) Article 43a par.1-e and 42e par.10: Issue of None. other securities and associated rights.

(d) Article 43a par.1-f: Acquisition of own shares None. during the period.

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SUMMARY OF LEGAL PROVISION RESPONSE

Par 7. Provisions and liabilities (a) Article 42e par.14 case d: Analysis of the Foreign exchange gains resulting from the account “Other provisions” if the amount is revaluation of monetary assets and liabilities material. denominated in foreign currency as of December 31, 2002 amounting to EURO 291.837,07. The Company did not provide for staff termination indemnity in the period.

(b) Article 43a par.1-z: Financial commitments There are no such commitments. resulting from contracts, which do not appear, in memo accounts. Obligation for the payment of special monthly benefits and financial commitments for related companies. (c) Article 43a par.1-ib: Material tax liabilities, In 2001 the tax authorities audited the Company which are likely to arise for the current period or for the financial year 1999 and 2000. The result of previous periods in the case that they do not the tax audit was that additional tax of EURO appear under liabilities and provisions. 439.867,35 was assessed and the amount was charged in 2001. Included in the current year’s Taxes and Duties Payable is an amount of EURO 138.697,59 which relates to the additional tax assessed. The Company has not been audited by the tax authorities for the financial year 2001 and 2002.

(d) Article 43a par. 1-f: Long-term liabilities None. exceeding five years (e) Article 43a par.1-f: Secured liabilities. None.

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SUMMARY OF LEGAL PROVISION RESPONSE

Par 8. Interim Accounts - Article 42e par.12: Analysis of the amounts Accrued Income included in the accounts, “Accrued expenses” and EURO “Accrued income” 1.Rent 253.815,18 2. Subsidy Min. of Development 94.330,78

Total 348.145,96

1. Accrued rent expense 348.366,82 2. Accrued interest expense 158.731,33 3. Third party services 96.031,83

Total 603.129,98

- Article 42e par.11: Analysis of memo accounts 1. Guarantees received from customers to the extent that this information is not covered EURO 30.329.598,64 by the following par.10. 2. Letters of guarantee to suppliers EURO 3.793.244,44 3. Letters of guarantee to customers EURO 74.164,63 4. Good performance guarantees to suppliers EURO 34.721.936,90 Total EURO 68.918.944,61

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SUMMARY OF LEGAL PROVISION RESPONSE Par 10. Guarantees and securities given

- Article 42e par.9: Guarantees and securities a)The Company, along with ‘Olympic Airways S.A.’ given by the Company. and ‘MOTOR OIL HELLAS CORINTH REFINERIES S.A. S.A.’, as the main shareholders of ‘OLYMPIC FUEL COMPANY’ have fully guaranteed a syndicated loan amounting to 32.667.644,90 EURO issued by various banks to ‘OLYMPIC FUEL COMPANY S.A.’. b) The Company has granted a letter of guarantee to the Corinth Customs Authority, in favor of MOTOR OIL HELLAS CORINTH REFINERIES S.A. with no time limit and amounting to EURO 40,000,000 to cover any duty or tariff obligation or delay in payment towards the Greek State arising from the operation of the custom’s storage of the company.

Par 11. Remuneration, advances and credits extended to management

(a) Article 43a par.1-ic: Remuneration of Management remuneration members of the board of directors and EURO 747.691,74 management.

(b) Article 43a par.1-ic: Liabilities created or None. assumed for benefits extended to retiring members of management.

(c) Article 43a par.1-id: Advances and credits None. extended to directors (members of the Board and administrators).

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SUMMARY OF LEGAL PROVISION RESPONSE Par 12. Profit and Loss

(a) Article 43a par.1-h: Turnover by sector of 1. Commercial activities business and geographical markets. (Turnover is - Domestic 496.001.755,57 reported as defined by article 42e par.15 case a). - Abroad 24.128.373,26 Total 520.130.128,83

(b) Article 43a par.1-i: Average number of 1. Average number of personnel employed during the period by category Personnel 208 and total cost. It is clarified that under “administration personnel” is included all salaried 2. Average number of personnel by staff and under “labour” all workers, paid on a Category: daily basis. - Administration (employees) 208 - Labor workers 0 Total staff 208

3. Payroll and related expenses:

Administration (salaried) - Salaries EURO 6.427.653,56 - Social securities And Benefits EURO 1.309.661,11

(c) Article 42e par.15-b: Analysis of extra- 1. Extra-ordinary and non-operating ordinary and non-operating expenses and expenses: revenues (that is the accounts “Extra-ordinary and EURO non-operating expenses” and “Extra-ordinary and - Tax Fines & surcharges 25.033,61 non-operating income”). If the amounts of the - Various Fines 402,01 accounts “Extra-ordinary losses” and “Extra- - Exchange differences 425.304,43 ordinary profits” are material in accordance with - Sundry amounts 3.154,53 the provisions of article 43a par. 1-jc provide Total 453.894,58 analysis on the basis of the accounts 81.02 and 81.03 of the general chart of accounts.

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SUMMARY OF LEGAL PROVISION RESPONSE 2. Extra-ordinary and non-operating Income: - Exchange differences 1.393.165,65 - Inventory surpluses 100.894,56 - Other 36.512,58 Total 1.530.572,79

3.Extra-ordinary losses from sale of fixed assets - Machinery & technical Installations 27.949,18 - Furniture & fixtures 3.000,83 Total 30.950,01

4. Extraordinary gains from sale of Fixed assets: - Vehicles 20.763,76 - Furniture 325,77 - Machinery 9.480,03 Total 30.569,56

(d) Article 42e par.15-b: Analysis of account 1. Prior years income “Prior year income” “Income from provisions of EURO prior years” and “Prior year expenses”. -Staff Indemnities 2.988,34 - Other prior years Income 181.696,81 Total 184.685,15 2.Income from prior years Provisions 1.429,30

Total (1+2) 186.114,45 3. Prior year’s expenses - Staff indemnities 2.988,34 - Other prior years Expenses 702,33 Total 3.690,67

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SCHEDULE No 1 A C Q U I S I T I O N C O S T D E P R E C I A T I O N

ACCOUNT BAL. 31/ 12/ 01 ADDITIONS 02 DISPOSALS 02 BAL. 31/ 12/ 02 BAL. 31/ 12/ 01 ADDITIONS 02 DISPOSALS 02

10.LAND 1.484.277,08 27.165,32 ― 1.511.442,40 ――― 11.BUILDINGS & CONSTRUCTIONS 7.383.335,40 53.680,76 ― 7.437.016,16 1.705.487,17 377.022,09 ― 12.MACHINERY 20.786.231,61 2.994.282,13 224.003,90 23.556.509,84 11.536.073,20 1.945.359,82 138.293,14 13.VEHICLES 1.221.468,76 635.960,73 108.288,24 1.749.141,25 795.477,78 201.171,13 84.115,19 14.FURNITURE & FIXTURES 2.217.221,33 172.541,98 9.168,09 2.380.595,22 685.124,08 291.598,62 5.895,66 15.CONSTR.IN PROGRESS&ADVANCES 84.896,65 437.550,69 508.470,97 13.976,37 ――― TOTAL 33.177.430,83 4.321.181,61 849.931,20 36.648.681,24 14.722.162,23 2.815.151,66 228.303,99

SCHEDULE No 2

A C Q U I S I T I O N C O S T A M O R T I Z A T I O N O N BAL. 31/12/01 ADDITIONS 02 DISPOSALS 02 BALANCE 31/12/02 BAL. 31/12/01 ADDITIONS 02 DISPOSALS 02

ESTABLISHMENT EXPENSES 2.208,32 ―― 2.208,32 2.208,31 ―― OTHER ESTABLISHMENT EXPENSES 1.125.324,98 150.422,19 ― 1.275.747,17 792.535,47 207.012,58 ― 3YEAR AMORT.OF FOREX LOSS FROM THE DR S DEPR. 742.765,29 ―― 742.765,29 742.765,28 ―― TOTAL 1.870.298,59 150.422,19 ― 2.020.720,78 1.537.509,06 207.012,58 ―

TOTAL 35.047.729,42 4.471.603,80 849.931,20 38.669.402,02 16.259.671,29 3.022.164,24 228.303,99

Athens, 25/02/2003

V.I. A.A.AL. V.K. K.N. M.I. Vardinoyiannis Gouhi Serafimakis Vassilakos Papadakis Chairman Managing General Financial Chief Director Manager Manager Accountant

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AVIN OIL SA DIRECTORS’ REPORT ON THE FINANCIAL YEAR 2002 TO BE SUBMITTED TO THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Gentlemen, In respect of the twenty-fifth financial year ended December 31, 2002, the Directors submit the relevant Balance Sheet and their report thereon.

ACTIVITY OF THE COMPANY

The Company’s operating activity for the year under review can be summarized as follows:

Amounts in euro Thousands % On turnover Change in %

2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1

Turnover 520.130 515.822 100 100 - Gross profit 43.953 38.229 8,45 7,41 1,04 General Expenses 40.185 36.051 7,73 6,99 0,74 Operating result 3.768 2.178 0,72 0,42 0,30 Non-operating result 4.669 3.513 0,90 0,68 0,22 NET PROFIT 8.437 5.691 1,62 1,10 0,52 More specifically, on the above figures we note the following:

1. TURNOVER

The Company’s turnover increased by EURO 4.308 thousand, or 0,84%, compared to last year. The turnover, per activity sectors of the Company (domestic and abroad), is analyzed as follows (in EURO thousands):

Sector 2 0 0 2 2 0 0 1 Change Amount % Fuel / Domestic 488.658 483.384 5.274 1,09 Fuel /Abroad 23.585 24.224 (639) (2,64) Lubricants 7.887 8.124 (327) (3,98) T o t a l 520.130 515.822 4.308 0,84

From the above analysis, it is noted that the domestic turnover relating to fuel sales increased by EURO 5.274 thousands, or 1,09%, turnover from lubricants sales decreased by EURO 327 thousands, or 3,98%. The development in the domestic market, relating to lubricants, is in our opinion is satisfactory, when taking into account the strong market competition. Domestic fuel turnover increased by EURO 5.274, or 1,09%. The increase is mainly due to the increase in sales quantities of our products.

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Our exports decreased by EURO 639 thousands, or 2,64%, which mainly represents exports made to Albania.

2. GROSS PROFIT

The Company’s gross profit increased compared to 2001 by EURO 5.724 thousands, or 14,97%

3. OPERATING EXPENSES

The Company’s operating expenses in 2002 with comparative figures for 2001, are analyzed per category, as follows:

Expense category EURO Thousands Change Amount % 2 0 0 2 2 0 0 1 EURO Thousand Administration 5.948 5.238 710 13,55 Distribution 32.019 28.036 3.983 14,21 Finance 2.218 2.777 (559) (20,13) T o t a l 40.185 36.051 4.134 11,47

a. Administration expenses As shown in the above table, the expenses have increased from last year by EURO 710 thousand, or 13,55%. Included in the administration expense of EURO 5.948 thousand, is an amount of EURO 3.045 thousand, or 51,19%, relating to staff remuneration. The remaining balance of EURO 2.903 thousand, or 48,81%, relates to other various administration expenses, such as rent, promotion and advertising expenses, third party fees etc. It should be noted that the respective percentages for 2001 of staff remuneration and other expenses were 49,35% and 50,65% respectively. The administration expenses can be analyzed as follows:

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2 0 0 2 2 0 0 1 Change EURO Thousands % Staff remuneration - contributions 3.045 2.585 17,79 Rent 727 691 5,2 Utilities 203 181 12,15 Publications - Stationery 69 46 50,00 Postage - Telephone 161 128 25,78 Sundry expenses 333 323 3,10 Promotion - Adv. expenses 777 679 14,43 Maintenance - Repairs 99 96 3,12 Traveling - Transportation 54 48 12,50 Depreciation 181 170 6,47 Professional fees 292 259 12,74 Insurance premiums 7 32 (78,12) T o t a l 5.948 5.238 13,55 b. Distribution costs The distribution costs, as shown in the following schedule, have increased by EURO 3,983 thousand, or 14,21%, from previous year. Staff remuneration constitutes 15,57% of total distribution costs, compared to 14,56% last year. Distributions costs can be analyzed as follows:

2 0 0 2 2 0 0 1 Change EURO Thousands % Staff remuneration - contributions 4.986 4.083 22,11 Insurance premiums 167 88 89,78 Repairs - Maintenance 1.795 1.476 21,61 Promotion - Adv. Expenses 342 201 70,15 Rent 1.874 1.754 6,84 Sundry expenses 3.917 2.877 36,15 Depreciation 2.841 2.660 6,80 Traveling - Transportation 7.868 7.259 8,39 Third party fees 7.642 7.079 7,95 Utilities 427 392 8,93 Publications - Stationery 25 43 (41,86) Postage - Telephone 135 124 8,87 T o t a l 32.019 28.036 14,21

146 / 149 c. Finance charges Finance charges have decreased from last year by EURO 559 thousands, or 20,13%, while the respective decrease for the year 2001 was 14,05%.

The credit facilities as at 31.12.02 which were used for the domestic market were as follows: EURO

- COMMERCIAL BANK 2.345.000,00

- ALPHA BANK (IONIAN) 5.800.000,00 - ALPHA BANK 3.500.000,00 (CREDIT) - GENERAL 8.969.405,70 - F.B.B. (Scotia) 4.000.000,00 - C.C.F. 8.787.967,72 - SYNDICATED LOAN Commercial Bank 14.460.883,86 TOTAL 47.863.257,28

Company has the following bank deposits denominated in foreign currency:

USD EXCHANGE RATE EURO -NATIONAL BANK $ 13.854,72 0,95356 EURO € 13.211,32 -PIREAUS BANK $ 63.028,75 0,95356 EURO € 60.101,80 € 73.313,12 TOTAL

PROFITS 4 The non-operating result was positive and amounted to EURO 4.669 thousand, increasing the year’s result by an equal amount, as analyzed in the Appendix, and relates, mainly, to interest income and interest charge, rents, subsidies, through-put and exchange differences. After taking into account the above, the profits for the financial year 2002 amount to EURO 8.437 thousand, that are distributed as follows:

EURO Thousands

Income tax 3.004 Legal reserve 271 Other taxes not included in operating expenses 9 Reserves from tax exempt income 4 Dividends payable 5.000 Earnings carried forward 149 Total 8.437

The shareholders' equity as at 31/12/02 amounts to EURO 9.781 thousand.

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BALANCE SHEET ITEMS 5 The balance sheet items (assets-liabilities) for the year 2002 are analyzed in the Appendix.

LAND & BUILDINGS

6 According to the Legal Advisor’s letter, the Company owns the following land and buildings:

1. Land of 2.602,20 sq. m. at the junction of Tatoiou Str. and Davaki Str., Nea Eritrea with buildings of 664 sq.m. with a cost of EURO 563.094,80 2. Six-floor building on plot of land of 863.20 sq. m. in Athens, 106, Michalakopoulou Str. and 10, Xenias Str. with a cost of EURO 667.848,00. 3. Farm land of 23,968 sq.m. at Agious Theodorous, Corinthia (Sousaki, Pefko, Tsourapi, Skarpathoma) with a cost of EURO 477.044,79. 4. Farm land of 693 sq. m. at Agious Theodorous, Corinthia (Sousaki, Pefko) with a cost of EURO 5.546,59. 5. Farm Land of 2002 sq. m. at Aghio Thoma, Lefkas with a cost of EURO 44.212,41. 6. Ground Floor of 75 sq. m. at Aghio Thoma, Lefkas with a cost of EURO 20.405,28. 7. Land of 1.000,63 sq. m. at Tsoumba, Metamorfosi with a cost of EURO 132.870,16 with basement 100 sq. m., ground floor 487,53 sq. m. and first floor 195,20 sq. m. with a cost of euro 230.278,91. 8. Apartment of 58,80 sq. (second floor) with a cost of EURO 20.377,70 which is located at 45-47, Dodoni Str. in Ioannina, with share of land of 21,01 sq. m. with a cost of EURO 8.972,27. 9. a) Field of 5.460 sq. m. at “Kara Orman”, Serres (Nigrita) with a cost of EURO 800,00 b) Field of 3.743 sq. m. at “Paliabela”, Serres (Nigrita) with a cost of EURO 500,00 c) Field of 6.250 sq. m. at “Tsakilia”, Serres (Nigrita) with a cost of EURO 3.000,00 d) Field of 618 sq. m. at “Kapnotopos”, Serres (Nigrita) with a cost of EURO 600,00 e)Field of 2.344 sq. m. at “Abelia”, Serres (Nigrita) with a cost of EURO 400,00 f)Field of 12.450 sq. m. at “Zoudoulou”, Serres (Nigrita) with a cost of EURO 3.000,00 g)Land of 578 sq. m. at “Thermes”, Serres (Nigrita) with basement 70 sq. m. and warehouse 30 sq. m. with a cost of EURO 11.000,00 10. Apartment of 112,44 sq. m. (first floor), with share of land of 87,06 sq. m. at Tripoli Arkadias (Basiakou) with a cost of EURO 56.000,00

The Company has a branch office in Thessaloniki, 90, 26th October Str, for the Northern Greece operations.

The Company will continue to strive for growth in sales and to achieve profits in the next year.

In light of the above analyses and the attached Balance Sheet, Profit and Loss Statement and Profit Appropriation Account, together with the Appendix thereto which fairly presents the activities of the Company and the Board of Directors, please Messrs shareholders, approve these and absolve the Board of Directors and the Auditors from any liability for this year.

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Athens, 25/02/2003 .

B. I. VARDINOYANNIS A.A.AL- GOUHI Chairman Managing Director

P. N. KONTAXIS Member

G. P. ALEXANDRIDIS “

I.N. KOSMADAKIS “

P.T. TZANNETAKIS “

A.M. AL WARTHAN “

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