Hellenic Carriers Limited, (“Hellenic” or the “Company”) (AIM: HCL), an international provider of marine transportation services for dry bulk cargoes, announces that at their Annual General Meeting held todayon 28 November 2014 in Athens, all resolutions, mentioned below, were duly passed.
The issued share capital as of 28 November 2014 is 45, 616, 851 shares of US$0.001 each with voting
rights.
Ordinary Resolutions
1. That the Company’s accounts and the reports of the Directors and Auditors for the year ended 31
December 2013 be approved and adopted.
2. That Alkis Papadopoulos, who was appointed as a Director by the Directors on 28 May 2014
pursuant to Article 33 of the Articles of Association of the Company, be re-appointed as a Director
of the Company.
3. That Graham Stanley Roberts, who is subject to retirement by rotation pursuant to Article 38 of the
Articles of Association of the Company and being eligible for re-election, be re-elected as a Director
of the Company.
4. That Charlotte Maria Ypatia Stratos, who is subject to retirement by rotation pursuant to Article 38
of the Articles of Association of the Company and being eligible for re-election, be re-elected as a
Director of the Company.
5. That PwC be appointed as Auditors of the Company to hold office until the conclusion of the next
annual general meeting of the Company and that their remuneration be fixed by the Directors.
Special Resolutions
6. That Article 1.1. of the Articles of Association of the Company be amended so that the definitions of
“FK Group” and “KK Group” be deleted and replaced by the following definition:
“Majority Group” means together Fotini Karamanlis, Konstantinos Karamanlis, Niki Karamanlis, Faith Holdings Inc., Corpus Holdings Inc. and Bedat Holdings Limited or, if the context requires, each and any of them.
All other definitions in article 1.1. of the Articles of Association of the Company remain unaltered;
7. That Article 34 of the Articles of Association of the Company be deleted and replaced by the
following:
34 Power of the Majority Group to appoint Directors
34.1. If, and for as long as, the Majority Group or any member thereof controls directly or
indirectly a shareholding of, in aggregate at least:
34.1.1. 30 per cent, the Majority Group shall have the right to appoint and maintain in office two
Directors (one of whom shall have the right to hold the post of the Chief Executive Officer
or Chief Financial Officer and one of whom shall be a non-executive Director and who,
unless objected to by a majority of the Board, shall be appointed to the post of Chairman);
34.1.2. 20 per cent but less than 30 per cent of the issued share capital of the Company, the
Majority Group shall have the right to appoint and maintain in office either one Director who
shall have the right to hold the post of the Chief Executive Officer or Chief Financial Officer
or two Directors both of whom shall be non-executive Directors and one of whom, unless
objected to by a majority of the Board, shall be appointed to the post of Chairman;
34.1.3. 12 per cent but less than 20 per cent of the issued share capital of the Company, the
Majority Group shall have the right to appoint and maintain in office one non-executive
Director, such Director shall if so elected by the Board have the right to be appointed to the
post of Chairman.
34.2. For so long as Fotini Karamanlis is a Director she shall be deemed one of the appointees
pursuant to clause 34.1.
34.3. The Company shall as far as it is able procure that each Director and/or Chief Executive
Officer and/or Chief Financial Officer nominated by the Majority Group in accordance with
clause 34.1. be appointed to the Board and maintained as a Director and/or Chief
Executive Officer and/or Chief Financial Officer (as the case may be) and each person
having the right to be appointed as Chairman in accordance with clause 34.1. be appointed
to the Board and maintained as Chairman (unless objected to by a majority of the Board).
8. That, pursuant to Article 3.16 of the Articles of Association of the Company, the Board of Directors
be granted a general authority to issue further shares in the share capital of the Company at their
sole discretion and without reference to pre-emption rights, by way of general mandate. The
general mandate hereby granted shall expire at the conclusion of the next annual general meeting
of the Company and shall be limited to a total amount of shares not exceeding 50% of the number
of shares of the Company in issue as at the date the general mandate is granted.
About Hellenic Carriers Limited
Hellenic Carriers Limited owns and trades through its subsidiaries a fleet of dry bulk vessels that transport iron ore,
coal, grain, steel products, cement, alumina, and other dry bulk cargoes worldwide. The fleet consists of six vessels,
comprising two Kamsarmax, one Panamax, two Supramax and one Handymax vessels with an aggregate carrying
capacity of 384, 864 dwt and a weighted average age of 10.8 years.
Hellenic Carriers is listed on the AIM of the London Stock Exchange under ticker HCL
