Druckfarben Group, fully committed to its shareholders and with key driver the guarantee of the transparency of its operations, has adapted the rules and policies that condition its administrative operation in the principals of corporate governing, providing instant and valid information.
Presence
ASPROPYRGOS
40,000 sq.m. land
Ink & Paint Plant – Distribution Centre
Head Office
Address
Megaridos Ave. Kallistiri Area,
193 00, Aspropyrgos
Τel.: +30 210 5519300, 210 5519500
Fax: +30210 5519301, 2105519501
Email: contact.us@druckfarben.gr
WebSite: www.druckfarben.gr
CHALKIDA
27,000sq. m. land
Ink manufacturing plant
Address
379 Aeroporou Siganou
St. Nicholaos, Evia,
341 00, Chalkida
Τel.: +30 22210 54101 / 55501 /61880
Fax: +30 22210 54325
Email:dfchalkis@druckfarben.gr
INOFITA
EUROCHROMA SA
10,000 sq. m. land
Distribution centre
Address
3rd kil. Inofita – Loumaria Location
Post Code 32011
Inofita
310 700054-7
Fax: 2310 757977
Email:dfnorth@druckfarben.gr
THESSALONIKI
2,000 sq. m. branch department
Distribution centre
Address
2nd klm Sindou – Chalastras
PO 145, Post Code 574 00
Thessaloniki
Τel.: 2310 700054-7
Fax: 2310 757977
Email:dfnorth@druckfarben.gr
BULGARIA
DFH BULGARIA EOOD
Address
Vrajdebnaarea, Japadjastr, 48F WarehouseMegaport,
P.O 1839, Sofia – Bulgaria
Τel.: 0035 92 841 1016
Fax: 0035 92 841 1012
Email: office@druckfarben.bg
ΒEOGRADE
DF BEOGRADE D.O.O.
Address
Free Zone “Belgrade”
Viline Vode BB, Hal 4/2
1100 Belgrade, Serbia – Montenegro
Τel.: 00381 11 2070950-1
Fax: 00381 11 2070952
Email: dfgb@eunet.rs
ROMANIA
DRUCKFARBEN ROMANIA SRL
Address
17-23 Atomistilor Street, Magurele
Cod 077125, Jud IIfov, Romania
Τel.: 0040 21 4057100, 0040 21 405 7111
Fax: 0040 21 405 70 01
Email: office@druckfarben.ro
DF CYPRUS LTD
Subsidiaries
The company was founded in 2003 under the name: “DRUCKFARBEN (CYPRUS) LIMITED”. Founder and sole shareholder of the company is DRUCKFARBEN HELLAS S.A. Its headquarters are located in Cyprus Nicosia and it is of indefinite duration.
The company’s objective in accordance with article 3 of its Articles of Association is:
a) the participation in share capital or/and the acquisition of companies in order to expand the parent company’s activities.
b) the provision of tourist, property and consultancy services.
c) the trade of various relevant to the aforementioned activities.
d) any activity that is considered relevant to the aforementioned and at the same time expands the parent company’s activities.
Direct participation: 100%
The company’s objective is the acquisition of companies in the Balkans, if such opportunities arise, and the facilitation of the company’s activity in the Balkan countries. Within the boundaries of its activities, the company initially proceeded to the acquisition of company operating in the flexible packaging, Michael Huber Bulgaria Eood in Bulgaria, DRUCKFARBEN Romania SRL in Romania, and recently DF d.o.o. BELGRADE in Belgrade.
DFH BULGARIA ΕOOD
Indirect participation: 100 %
The company was founded in 1997 under the name “MICHAEL HUBER BULGARIA ΕOOD”. The company’s headquarters are in Sophia Bulgaria.
Its business objective is the trade of inks, chemicals and relevant printing products, their sale and distribution in Bulgaria.
DRUCKFARBEN ROMANIA SRL
Indirect participation: 100 %
The company was founded in 1997 under the name “DRUCKFARBEN ROMANIA SRL” and was renamed in 2005 to DRUCKFARBEN ROMANIA SRL . The company’s headquarters are in Bucharest Romania.
Its business objective is the trade of inks, colours, solvents and chemicals for their conservation and generally the import or export of inks and industrial equipment.
DF d.o.o. BELGRADE
Indirect participation: 100 %
The company was founded in November 2004 under the name “DF d.o.o. BELGRADE”. The company’s headquarters are in Belgrade Serbia.
Its business objective is the trade of inks, colours, solvents and chemicals for their conservation and generally the import or export of inks and industrial equipment.
It should be noted that 2005 was the first year of the company’s activities.
Corporate Governance
Policy
The company has incorporated the rules and regulations that govern its Corporate Management according to the rules of Corporate Governance, as defined by L. 3016/17.05.2002 in effect.
General Shareholders Meeting
The General Shareholders’ Meeting constitutes a superior authority and is convened in ordinary and extraordinary meetings, for decision making as regards to administrative, organizational and other Company issues.
Board of Directors
The Board of Directors’ basic role is the Company’s management, as well as the management of corporate affairs and its assets. The current Board of Directors consists of 7 members, 2 of whom are independent non-executive members, as required by L.3016/2002, concerning Corporate Governance as amended by L.3091/2002.
Internal Audit Department
The internal audit department operates according to the Internal Operational Regulation of the Company, approved by the Board of Directors and mainly aims at the smooth operation of the Company’s administrative units. It supervises the adherence to the Company’s Articles of Association and the Company’s liabilities in accordance with laws, the Capital Markets Commission resolutions and any other qualified government agent.
Investor relations and Corporate Affairs Department
The Company, in the context of prompt and full informing of the investment community, maintains an investor relations department, which is responsible to ensure the Company’s adherence to the resolutions and regulations of the Hellenic Capital Markets Commission and the Athens Exchange. In addition, it services shareholders with regard to their rights based on the Company’s Articles of Association and to the rendering of information in relation to the Company’s progress and share price performance.
Internal Audit Department
The internal audit department operates according to the Internal Operational Regulation of the Company, approved by the Board of Directors and mainly aims at the smooth operation of the Company’s administrative units. It supervises the adherence to the Company’s Articles of Association and the Company’s liabilities in accordance with laws, the Capital Markets Commission resolutions and any other qualified government agent.
Board
The Company’s Board of Directors composition according to the Ordinary General Shareholders’ Meeting resolution that took place on 27.06.2008, and as took formation into a body after the Board of Directors Minutes on 30.06.2008 and replaced on the 27.01.2011 Board of Directors Minutes is as follows:
NAME POSITION
George Karavasilis BoD Chairman & Managing Director – Executive Member
Elissabeth Nikolaou BoD Vice Chairman – Executive Member
Dimofon Tragaris Executive Member
Dimitris Houndris Executive Member
Dopoulos Georgios Independent Non Executive
Periklis Argyros Independent Non Executive
Theodoros Papapetropoulos Independent Non Executive
Articles of Association
The Societe Anonyme Trading and Representative typographic ink production Company DRUCKFARBEN HELLAS, with the distinctive title «DFH SA», was established on 4.4.1986 (Gov. Gaz. 824/4.4.86) and was created from the conversion of the company named “DRUCKFARBEN HELLAS TYPOGRAPHIC PAINTS INDUSTRY HELLAS LTD.”, founded in 1970.
The Company’s headquarters are at the following address: Megaridos Av., Kallistiri area, in the municipality of Aspropyrgos Attica, 19300 (Gov. Gaz. 3652/23/05/2002), in a privately owned plot of 38,829.11 sqm. The Company’s main services and industrial facilities -containing industrial units of liquid inks, as well as architectural paints- and logistics centre are housed in a building of 12,597.70 sq.
In addition, the Company owns production units in Ag. Nikolaos Halkidas, at a privately owned plot and building, 90klm from Athens. The land plot is 27,335.87 sqm, whilst the building’s total surface is 4,168.41 sqm.
The Company has also leased storage spaces of 2,500 sqm in Thessalonica, from where the distribution of its products to North Greece takes place.
The Company is registered in the Anonyme Societe Registry (ASR) No 5937/06/Β/86/15. Its duration has been set to 50 years and begins with its first chart’s registration in ASR (Gov. Gaz. 824/4.4.1986) with a potential of extension.
The Company’s objective according to Article 3 of its Articles of Association is:
a) The production and trading of any kind of typographic inks and architectural and industrial paints and other relevant products.
b) The alcohol trading and specifically Ethyl Alcohol ethyl alcohol (transubstantiated and untransubstantiated), natural or synthetic Ethyl Alcohol, isopropylene alcohol trade and other petrol products (especially solvents Toluene, Xylene, White Spirit and other chemical products). In addition, import, possession, storage and any kind of distribution, (dispatching) to fiscal storage spaces of other approved warehouses in other countries – EU members or domestically, or export to third countries of the products mentioned in the previous paragraph.
c) Trading of printing machines and peripheral printing systems.
d) Trading of paper products.
e) Trading of petrochemicals (polyethylene, polypropylene, PVC etc.).
f) Trading representation of foreign traders relevant to the aforementioned products.
g) Production, representation and trading of any kind of auxiliary supplementary products relevant to the aforementioned products.
h) Participation to any enterprise of identical or similar or not aims, under any business type and (or) collaboration with them.
The Company’s quality objective as well as its concern for the environment are certified by ISO 9001, which ensures and certifies the product and services quality. The paints production facilities that the company owns are certified by EUROCERT (European Inspection and Certification Company) with regard to the Environment Management System. The certification was conducted in accordance with the requirements of European Regulations ΕΚ 761/ 2004 by the EMAS and ELOT EN ISO 14001:1996 standards. It should be noted that DRUCKFARBEN HELLAS S.A. is the first paints production industry in Greece, which received an EMAS certification.
The Company is included in the Greek paints industries, possessing the right to utilize, in the Greek market, the formal EU logo (ecolabel) for its product KRAFT PAINTS Eco.
Directors
GEORGE KARAVASILIS – Chairman & Managing Director
ELISSABET NIKOLAOU – Vice Chairman & Purchasing Manager
KONSTANTINOS SPANOUDIS – Commercial Director
DIMITRIS HOUNDRIS – CFO
DIMOFON TSAGARIS – Supply Chain Manager
Shareholder Rights
The Company’s share capital amounts to € 5,732,217.60 and is divided into 15,492,480 shares, of nominal value € 0.37 each.
Each share incorporates all the rights and obligations that are stipulated by the Law and the Company’s Articles of Association, which however do not contain provisions that may be more restrictive than those provided by the Law. The ownership of the share title entails by right the acceptance by its owner of the Company’s Articles of Association and the General Shareholders’ Meetings legal resolutions.
The Company’s Articles of Association do not include particular interests in favour of certain shareholders.
All Company shares are freely traded.
The shareholders’ responsibility is limited to the nominal value of the shares held. Shareholders participate in the Company’s management and earnings, according to the Law and the provisions of the Articles of Association. The rights and obligations emanating from each share are devolved on any universal or special successor of the shareholder.
The Shareholders exercise their rights in relation to the Company’s Management only through the General Meetings.
Shareholders enjoy a right of preference in any future Share Capital increase of the Company, depending on their participation in the Company’s existing share capital, as stipulated in article 13 §5 of Codified Law 2190/1920.
In no case may the lenders and the universal or special successors of a shareholder provoke the seizure on any of the Company’s assets, the seizure or termination of its books, or request for its distribution or liquidation. Additionally, the above persons are by no means entitled to participate in the Company’s management or administration.
As regards to the relationship between the shareholder and the Company, each shareholder, no matter where he/she resides, is considered to have as a legal residence the Company’s domicile, and is governed by Greek Law. Any type of dispute between the Company and shareholders and/or third parties is under the sole jurisdiction of the Ordinary Courts of law. The Company is obliged to present its arguments only in front of the courts, which are located in its domicile.
Each share incorporates one voting right. Joint shareholders, in order to exercise their voting rights, should in written form declare a certain representative who will represent them in the General Shareholders’ Meeting. The exercise of their voting rights will be postponed until the specification of their representation.
Every shareholder is entitled to participate in the General Shareholders’ Meeting, either in person or by a legally authorized representative. Shareholders who wish to participate in the General Meeting, according to article 51 of Law 2396/96, must block the shares they hold and receive the respective Share Block Certificate issued by the Central Securities Depository, which they must then deposit to the Company’s registered offices at least five (5) days prior to the date of the General Meeting. The submission of the aforementioned certificate corresponds to verification of the share deposit.
Shareholders who do not comply with the above may participate in the General Meeting only with the permission of the latter.
Shareholders, representing 5% of the paid in Share Capital, have the right to:
a. Request from the Company Court of the First Instance the appointment of one or more auditors to audit the Company, according to articles 40,40e of L.2190/1920 and
b. Request the convention of an Extraordinary General Shareholders’ Meeting. The Board of Directors is obliged to convene the Meeting in no more than thirty (30) days from the application date to the Chairman of the Board of Directors. In the application, applicants are obliged to refer to the issues on which the General Meeting will decide.
Each shareholder has the right to request, ten (10) days prior to the Ordinary General Meeting, the annual financial statements and relevant Board of Directors and Auditors’ reports.
The dividend for each share is paid to its holder within two (2) months from the date of the Ordinary General Meeting, which approved the annual financial statements, with the demonstration of the dividend receipt at the Company’s headquarters or in any other defined place. The payment time and manner is announced through a Press Release.
The dividends not claimed for five years are dismissed in favour of the Greek State.
With regard to the share deposit procedure, in order for each shareholder to participate in the Company’s General Shareholders’ Meetings and the dividend payment process, regulations will be applied, as defined by the current Clearing and Settlement Operation of the Central Securities Depository’ Dematerialized Securities System.
Internal Audit
The internal audit department operated based on the internal operational regulation of the company, approved by the Board of Directors and mainly aims at the company’s administrative units proper operation. It supervises the observance of the company’s chart and liabilities in accordance with laws, the Capital Markets Commission resolutions and any other qualified government agent.
Specifically Internal audit department main duties are:
Monitoring the implementation and constant conformity with the Internal Regulation.
Monitoring of the implementation and constant conformity with the Company Articles of Association.Monitoring of the application and conformity with the Legislation concerning Sociétés Anonymes, as well as Stock-Market Legislation.
Disclosure of information, after approval by the Board of Directors, to the Overseeing Authorities in order to facilitate their task.Preparation of the written report every quarter, for the audit performed, to the Board of Directors.
Participation in the General Shareholders’ Meetings.
Monitoring of conformity with the binding statements of the Annual Report and the Company corporate plans concerning the use of capital raised from the Stock Market.
Monitoring of the legality of the fees and of all manner of provisions to the management with respect to the decisions of the pertinent organs of the Company.
Audit of the relations and transactions of the Company with affiliated companies.
Monitoring of the transactions of the members of the Board of Directors the management and persons that due to their relationship with the Company are subject to the provisions of article 8 of the No. 5/204/14.11.2000 decision of the Capital Markets Committee.
Chartered Accountants
The company is audited by Certified Auditors.
The audit of the of the fiscal year ending on 31.12.2015, for the company and the consolidated financial statements, was performed by the Certified Auditor Mr Fanourios Stamatopoulos, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100).
The audit of the of the fiscal year ending on 31.12.2014, for the company and the consolidated financial statements, was performed by the Certified Auditor Mr Fanourios Stamatopoulos, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100).
The audit of the of the fiscal year ending on 31.12.2013, for the company and the consolidated financial statements, was performed by the Certified Auditor Mr George Koutris, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100).
The audit of the of the fiscal year ending on 31.12.2012, for the company and the consolidated financial statements, was performed by the Certified Auditor Mr George Koutris, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100).
The audit of the of the fiscal year ending on 31.12.2010, for the company and the consolidated financial statements, was performed by the Certified Auditor Mr Aggelos Aggelopoulos, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100).
The audit of the of the fiscal year ending on 31.12.2010, for the company EUROCHROMA SA, was performed by the Certified Auditor Mr Aggelos Aggelopoulos, on behalf of the Certified Auditors -Accountants company “SOL S.A. – Certified Public Accountants Auditors” (Address: Fokionos Negri 3, Athens, tel: + 30 210 86 91 100)
The Group’s companies based abroad are audited by International Certified Auditors and specifically:
DRUCKFARBEN CYPRUS LTD, Maria Kaffa (Baker Tilly Klitou and Partners)
DFH BULGARIA ΕOOD, Irena Vakova (Baker Tilly Klitou and Partners)
DF d.o.o. BELGRADE, Zoran Jovanovic (Audit d.o.o., Belgrade)
DRUCKFARBEN ROMANIA SRL, Mamas Koutsoyiannis (Baker Tilly Klitou and Partners SRL)
Liability of Law 3556/2007
The Company fully complies with the guidelines for insiders of the Hellenic Capital Market Commission at the Law 3340/2005.
To view all insiders transactions please click Announcements / Corporate Governance
STOCK
STOCK PROFILE
Share Data
Sector Chemicals
Type Common
Share Number 3,873,120
IPO 11/12/1998
SYMBOLS
Reuters DRUr.AT
Bloomberg DROUK:GA
ASE ΔΡΟΥΚ
SHAREHOLDER PERCENTAGE
Contact
George Karavasilis 77,05
Free Float 22,95
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