Carpet Mill, Hamilton
Nueva Zelanda
KLEEMANNHELLASS.A.
Decisions of the Annual Regular General Meeting
KLEEMANN HELLAS S.A. announces that, according to the Athens Exchange S.A. Regulation, on Wednesday 11 June, 2014 at 14:00 p.m., its shareholders assembled at the scheduled Annual Regular General Meeting at the head offices (Industrial Area of Stavrochori - Kilkis). Twelve (12) shareholders were present, owners of 17.484.648 shares of total 23.648.700 number of shares, namely the 73.93%. On the topics of the General Meeting the shareholders:
1. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the approval of the Revised Annual Financial Statements (Group and Company) for the fiscal year 2012.
2. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the approval of the Annual Financial Statements (Group and Company) of the fiscal period 2013 and the relevant Board of Directors and Auditor’s Report.
3. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the release of the members of the Board of Directors and the Auditor from any liability for compensation associated with the performance of their duties during the 2013 Fiscal Period.
4. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) to approve the fees of the members of the Board of the Directors for the fiscal year of 2013 and to pre-approve the fees of the members of the Board of the Directors for the fiscal year 2014.
5. Decided by majority and pro rata of valid votes 72.06% of the Share Capital of the Company (17.042.335 shares, and 17.042.335 valid affirmative votes) the election of the auditing company Grant Thornton SA (AM SOEL 127) as chartered auditors for the fiscal year 2014 for auditing the interim and annual financial statements according to the law, with remuneration according to their offer. Mr. Sotirios Konstantinou, (AM SOEL 13671) was defined by Grand Thornton SA as regular Certified Auditor Accountant and Mr. Christos Vargiemezis (AM SOEL 30891) as alternate.
6. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the share capital increase through capitalization of part of the share premium reserves amounting to Euros 3,074,331.00, with an increase of the nominal value of the share.
7. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the reduction of share capital by returning in cash to the shareholders the amount of Euros 2,601,357.00 and decreasing the nominal value of the share. Beneficiaries of the capital return are the shareholders registered in the records of the Dematerialised Securities System on Thursday, 31st of July 2014, date of determination of beneficiaries (record date). The ex-rights date for the receipt of the capital return is set on Tuesday, 29th of July 2014. Payment will begin on Friday, 8th of August 2014 and will be handled by PIRAEUS BANK.
8. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the necessary amendment of article 5 of the Articles of Association of the Company, due to the changes in the share capital decided in topics 6 and 7.
9. Decided by majority and pro rata of valid votes 72.06% of the Share Capital of the Company (17.042.335 shares, and 17.042.335 valid affirmative votes) the re-election of existing members of the Board of Directors. The term of the new Board of Directors will be for 5 years and expires on 30/06/19.
10. Decided unanimously, by majority and pro rata of valid votes 73.93% of the Share Capital of the Company (17.484.648 shares, and 17.484.648 valid affirmative votes) the transfer of untaxed reserve of Law 2238/1994 and taxed reserve account pursuant to article 72 paragraph 12 & 13 of Law 4172/2013.