INVITATION to the 13th Annual General Meeting of HELEX - 05 May 2014
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INVITATION
TO SHAREHOLDERS OF THE COMPANY
"HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE
S.A. HOLDING"
TO THE ANNUAL GENERAL MEETING
(General Electronic Commercial Registry (GEMI) No 3719101000
former Companies Reg. Number 45688/06/Β/00/30)
In accordance with the law and the Articles of Association of the Company, and the resolution of its Board of Directors of 30.4.2014, the shareholders of "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. HOLDING" are invited to the thirteenth (13th) Annual General Meeting, which will take place on Thursday May 29th 2014 at 18:00, in Athens, at the headquarters of the Company (110 Athinon Ave., "HERMES" hall), in order to discuss and decide on the following items of the Daily Agenda:
- Submission and approval of the Financial Report of the thirteenth (13th) fiscal year (01.01.2013 - 31.12.2013) which includes the Annual Financial Statements of the thirteenth (13th) fiscal year (01.01.2013 - 31.12.2013) together with the relevant Reports and Declarations by the Board of Directors and the Auditors.
- Approval of the distribution of profits for the thirteenth (13th) fiscal year (01.01.2013 - 31.12.2013). Non distribution of dividend for the fiscal year.
- Discharge the members of the Board of Directors and the Chartered Auditors from all liability for damages for the Annual Financial Statements and the management of the thirteenth (13th) fiscal year (01.01.2013 - 31.12.2013), and approval of the management and representation of the Board of Directors of the Company.
- Approval of the compensation of the members of the Board of Directors for the thirteenth (13th) fiscal year (01.01.2013 - 31.12.2013).
- Pre-approval of the remuneration of the members of the Board of Directors for the next, fourteenth (14th) fiscal year 2014 (01.01.2014 - 31.12.2014).
- Appointment of the regular and substitute Chartered Auditors for the fourteenth (14th) fiscal year 2014 (01.01.2014 - 31.12.2014), and approval of their remuneration.
- Announcement of the election of a Member of the Board of Directors to replace a member that resigned.
- Grant permission, in accordance with article 23a of codified law 2190/1920, to sign an extension of a term in the appendix to the employment contract of the Chief Executive Officer.
- Grant permission, in accordance with article 23a of codified law 2190/1920, to sign an extension of the amended employment contract of an executive member of the Board of Directors.
- Grant permission to members of the Board of Directors of the Company as well as to executives of the Company, in accordance with article 23 §1 of codified law 2190/1920, to participate in the Boards of Directors or as executives in companies of the Group and associated with it companies, under the meaning of article 42e §5 of codified law 2190/1920.
- Change the trade name of the Company and modify Article 1 of the Articles of Association (Corporate Name ? Trade Name).
- Reduce the share capital by €13,073,712.60 through a reduction in the par value of each share by €0.20, payment of this amount to shareholders, and amendment of Article 5 of the Articles of Association of the Company concerning the share capital.
In addition, and in accordance with the above decision of the Board of Directors, if the quorum, as required by the Law and the Articles of Association in order to decide any of the items of the original daily agenda, is not obtained during the meeting of May 29th 2014, the General Meeting will convene again in a 1st Repetitive Meeting on Tuesday June 17th 2014 at 18:00, in Athens, at the headquarters of the Company. If at that meeting on that date, the quorum, as required by the Law and the Articles of Association in order to decide any items of the original daily agenda, is not obtained, the General Meeting will convene again in a 2nd Repetitive Meeting on Monday June 30th 2014 at 18:00, in Athens, at the headquarters of the Company.
It should be noted that, in accordance with article 29 of codified law 2190/1920 as it applies, a new invitation for the repetitive General Meetings will not be published.