AGM Information • Apr 24, 2014
AGM Information
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DECISION MEETING NOTICE OF ANNUAL GENERAL MÉETING
Limassol, Wednesday, April 23, 2014
Kerverus Holding IT Plc., Announces that today, on April 23, 2014, Wednesday at 12:00 pm, held at the Company's Annual General Meeting of Shareholders, where participated either in person or proxy 91.4 % of existing shareholders, namely holders 1,654.980 shares of the Company and a majority were taken by theme, the following decisions :
The General Assembly considered and approved the final accounts of the Company and the Group (on a corporate and consolidated) for the year 2013.
The net profit after tax on a consolidated basis, for the year 2013 amounted to 61.407 €. The result justifies the efforts of the administration, despite the fact that during the previous year was much more emphasis on Research and Development of new products, in setting up the infrastructure of the commercial network and much less on the commercial expansion of the Company.
At the corporate level, the net profit after tax amounted to EUR 80 361, which resulted from the inflow of dividends from the subsidiary Kerverus IT (CY) Ltd., Amount 110,000 euros.
The General Assembly considered and approved the proposal of the Board to distribute a dividend of EUR 0,01 $\epsilon$ per share, an amount equivalent to 1 % of its nominal value.
The record date (record date) is Wednesday 07/05/2014. The record date will include transactions that have taken place until the end of the trading day, Friday 02/05/2014. Therefore the Company's shares up to 02.05.2014 will be traded with the right to dividend (cum dividend), while the start of the trading day Monday 05/05/2014, the Company's shares will be traded without entitled to dividend (ex-dividend). Beneficiaries will be the investors who will be beneficiaries under the OTC transaction is completed (Recorded in the Dematerialized Securities System).
Dividend Payment Date as defined by the 22/05/2014.
The General Assembly approved the proceedings of the Tribunal for 2013, as they were presented in a communication to inform investors on 04.07.2014.
Recognizing the variability, both in space high technology, and space related investment, GA adopted the principles of the updated business plan of the Company, which are structured in the following lines.
A. Conduct during the current year, share capital increase (SCI) through a private placement.
B. Focus on the development of innovative products and establishing miipharos affiliate promotion in USA and EU.
C. Investigate possible investment in the financial sector Company.
D. Investigation possible investment in a RES (renewable energy) company.
E. Investigation a possible investment inshore shipping company.
F. Continuous exploration investments in information technology companies with object technology related services CLOUD COMPUTING.
G. Select the city of Thessaloniki as the service center customers and supporters of subsidiaries (existing and future companies) for SE Europe.
On the subject by the GA decided as follows:
A. Regarding the Capital Increase, finally approved the execution of this by issuing 1,100,000 new ordinary shares of nominal value € 1 in order to meet the capital needs of € 2.42 million.
The Board undertakes to complete this process by issuing the amount of crack growth to existing shareholders and if left unspent amount will be promoted to strategic investors by the method of private placement, based on the strategic interests of the Group.
The date of completion of the Rights Issue, defined as Friday, June 20, 2014.
The General Assembly authorizes the Board the Company to proceed with the necessary actions.
B. Petitions to change the nominal value of the share, the GA approved the subdivision by ten of the 1 € 0.10 cents. Therefore, each shareholder for each share with a nominal value of 1 € it holds, will be granted 10 new shares worth 0.10 euros each. The total number of outstanding shares is 1,810,000 and therefore the issued share capital of the Company will be € 1.810.000, divided into 18,100,000 ordinary shares of 0.10 cents each. After the completion of the Rights Issue, the share capital and ordinary shares would increase accordingly.
The record date at which the split will be set as Monday, July 14, 2014. During that date, be allocated to each shareholder 10metoches nominal value 0.10 cents each, replacing all existing shares with a nominal value of x 1.
As a result, the number of shares held by each shareholder will increase tenfold by the addition of 9 new shares to everyone that he will hold. There will be no fractional shares. After the split, the new issued shares will amount to number which will be determined immediately after the completion of the agreed SCI on 6/20/14.
The Company's share code KERV (KEPB in Greek) will trade C.S.E.me nominal value of $\epsilon$ 1 (ie before the split) until Wednesday, July 9, 2014 and Thursday, July 10, 2014 will trade with a nominal value of 0.10 cents (as subdivided).
The date (start trading on CSE) of new shares to be allocated to each shareholder on July 14, 2014 (ie, the excess of 9 shares for every share held), will be announced by the CSE.
All issued shares of the Company before and after the split, are ordinary shares and all (existing and new) will have the same voting rights.
Each share has one vote, and the voting rights corresponding to the issued share capital of the Company. The division of the nominal value of the share will not change the ratio of the votes held by each shareholder separately on the total votes of all shareholders having shares will increase tenfold just without fractional
The General Assembly decided to renew cooperation with existing auditors of the Group is burned using 2014.
The General Assembly finally decided the following:
A. The discharge of all liability for the use of 2013, both the Board and the Group's auditors.
B. Renewal of office of members of the Board as is.
For KERVERUS HOLDING IT (CY) PLC.
Mike Flett for M.Flett Financial Consultants Ltd
Director
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