Articles of Association
Excerpt of the company’s Articles of Association
- The corporate name of the Company is “ΚΛΕΜΑΝ ΕΛΛΑΣ - (KLEEMANΝ HELLAS) ΑΝΩΝΥΜΗ ΒΙΟΜΗΧΑΝΙΚΗ ΕΜΠΟΡΙΚΗ ΕΤΑΙΡΕΙΑ ΓΙΑ ΜΗΧΑΝΟΛΟΓΙΚΕΣ ΚΑΤΑΣΚΕΥΕΣ Α.Ε.”. For its international transactions the trade name of the Company will be referred to as “KLEEMANΝ HELLAS SA”.
- The distinctive title of the Company is “KLEEMANN HELLAS ABEE”.
- The seat of the company is the Industrial Area of Stavrochori Kilkis.
- According to the Decision of the Ordinary General Meeting of the Company dated 31.07.2017, the duration of the Company has been extended until 31.12.2101
- The Scope of the Company is:
- The industrial production, installation and trade of high-tech hydraulic and electric lifts and their instruments and components, as well as any other mechanical equipment product, the provision of services (façon - repairs and maintenance) related to the above products, and
- The representation in Greece of industrial and commercial units abroad with similar types and the participation of the company in other similar or not enterprises or companies of any legal type or the acquisition of such or existing companies or the acquisition of shares or other titles of any Greek or foreign companies listed or not listed on the Athens Exchange Group or participating in Mutual Funds.In order to carry out its scope the Company may sign any deed and undertake any activity including but not limited to, the following:
- The granting and taking of loans, credits, third party guarantees, guarantees and securities of any form, in rem or in personam in favour of any natural or legal person.
- The participation, cooperation with or representation in any way of any natural or legal person or association existing or to be incorporated in the future, domestic or foreign, with the same or similar scope.
- the performance of all the above activities either on its behalf or on behalf of third parties, with or without consideration, either in a partnership or in consortium with third natural persons or legal entities or associations.
- The share capital of the Company is 8,277,045.00 Euro, divided into 23,648,700 common registered shares of nominal value 0.35 Euro each.
- The shares of the Company are common, registered, in physical form and not freely transferable. Shares of the Company may be transferred only after the permission of the Board of Directors.
- The General Meeting of shareholders of the Company is the supreme body of the Company. It has the right to resolve with regard to any Company’s matter and its lawful decisions are binding also for shareholders that are absent or disagree, as well.
- The General Meeting is exclusively responsible to decide on the issues referred to in law 2190/1920, as being at the exclusive powers of the General Meeting. The matters relating to the invitation, convocation and proceeding of the General Meeting which are not regulated by these Articles of Association are regulated by law 2190/1920.
- The Company is managed by the Board of Directors, composed of at least three (3) up to seven (7) members, who may be shareholders or not, natural persons or legal persons.
- The members of the Board of Directors shall be appointed by the General Meeting of the Company for a term up to five-years (5), which is extended automatically until the first Ordinary General Meeting after the expiry of their term, which may not exceed six (6) years.
- The members of the Board of Directors may be re-elected and may be freely revoked from their position.
- The Board of Directors manages (administration and disposal) the property of the Company and is entrusted with its representation. It resolves on all matters regarding the Company within its scope, with the exception of the matters which according to the law fall under the exclusive powers of the General Meeting. The Board of Directors is responsible for the issuance of common bond loans.
- The Board of Directors may assign the performance of all or parts of its authorities and powers as well as the representation of the Company to one or more of its members or third persons and specify the extents of this delegation.
- The financial year shall last twelve (12) months. It shall commence on January 1st of each year and shall end on December 31st of said year.
- The net profits of the Company derive following deduction of any expenses, losses, legal amortizations and any other company charge from the gross profits.
- In relation to the Auditors of the Company Chapter 4 of law 2190/1920 applies.
- For any matter not regulated in the Articles of Association, the provisions of law 2190/1920 on Societes Anonymes as in force from time to time shall apply.
Please note that the original Articles of Association, as amended and codified in a single text, pursuant to the decision of the General Meeting of Shareholders dated 31 July 2017, have been drawn up in the Greek language. The present constitutes a translation thereof. In case of discrepancies between the Greek text version of the Articles of Association and the present translation thereof, the Greek version shall prevail.