1st Repetitive General Meeting HELEX - 25 Nov 2013
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Press Release
1st Repetitive General Meeting of HELEX
25 November 2013 - HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that on Friday November 22nd 2013, the 1st Repetitive General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 36,372,209 common registered shares and voting rights, i.e. 55.64% of the 65,368,563 total common registered shares participated.
The General Meeting took the following decisions:
- On the 1st item, shareholders approved the Merger Agreement and the Merger Act of the Company by absorption of the company "ATHENS EXCHANGE S.A.", by listening to the Merger Balance Sheet (financial statement), the relevant Reports, certificates and documents.
Furthermore, they granted the power and responsibility to the Chairman of the Board of Directors and to the Chief Executive Officer, in the name and on behalf of the Company, and in place of the Board of Directors, acting jointly or individually, to sign the notary act of the final Merger Agreement containing content materially identical to the Draft Merger Agreement, including any additional, supplementary, amending, corrective or explanatory notary act, carry out any action, submit any declaration and sign any document in general that is required towards that purpose, among those being to appoint an attorney to carry out the above and/ or any additional, supplementary, amending, corrective or clarifying measure, and in general to take any action, submit any declaration (including the declaration in accordance with article 70 §2 of Codified Law 2190/1920) that is required to complete the merger.
Finally, they discharged the members of the Board of Directors, plenipotentiaries, trustees and substitutes of the Company, as well as the auditors that carried out the audits and certifications in accordance with 2166/1993, from any liability for the preparation and implementation of the merger.
- On the 2nd item, shareholders approved the Draft Agreement and the Spin-off Act of the Central Securities Depository Business and of the Registry and Settlement services, as well as the management of the Dematerialized Securities System which are provided by the Company acting as Central Depository in accordance with the provisions of articles 39ff. of Law 2396/1996, 74 and 83 of Law 3606/2007 and 1-7 of Law 3756/2009, as they apply, and contribution to the company "THESSALONIKI STOCK EXCHANGE CENTRE S.A.", by listening to the Spin-off Balance Sheet (financial statement), the relevant Reports, certificates and documents.
Furthermore, they granted the power and responsibility to the Chairman of the Board of Directors and to the Chief Executive Officer, in the name and on behalf of the Company, and in place of the Board of Directors, acting jointly or individually, to sign the notary act of the final Merger Agreement containing content materially identical to the Draft Merger Agreement, including any additional, supplementary, amending, corrective or explanatory notary act, carry out any action, submit any declaration and sign any document in general that is required towards that purpose, among those being to appoint an attorney to carry out the above and/ or any additional, supplementary, amending, corrective or clarifying measure, and in general to take any action, submit any declaration that is required to complete the business spin-off.
Finally, they discharged the members of the Board of Directors, plenipotentiaries, trustees and substitutes of the Company, as well as the auditors that carried out the audits and certifications in accordance with 2166/1993, from any liability for the preparation and implementation of the business spin-off.
- On the 3rd item, shareholders approved the modification of Article 1 (Corporate and trade name) and Article 2 (Purpose) of the Articles of Association of the Company.
The detailed results of the voting are provided in the attached table and have been posted on the Company's website, www.helex.gr, in accordance with article 32 §1 of Codified Law 2190/1920.