Invitation to the Annual General Meeting of ATHEX

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INVITATION

TO SHAREHOLDERS OF THE COMPANY

"HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A."

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 decision of its Board of Directors of 20.04.2015, shareholders of "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A." are invited to the fourteenth (14th) Annual General Meeting, which will take place on Wednesday May 20 2015 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:

  1. Submission and approval of the Financial Report for the fourteenth (14th) fiscal year (01.01.2014 ? 31.12.2014) which includes the Annual Financial Statements for the fourteenth (14th) fiscal year (01.01.2014 ? 31.12.2014) together with the relevant Reports and Declarations by the Board of Directors and the Auditors.
  2. Approval of the distribution of profits for the fourteenth (14th) fiscal year (01.01.2014 ? 31.12.2014), and distribution of dividend.
  3. 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 fourteenth (14th) fiscal year (01.01.2014 ? 31.12.2014), and approval of the management and representation of the Board of Directors of the Company.
  4. Approval of the compensation of the members of the Board of Directors for the fourteenth (14th) fiscal year (01.01.2014 ? 31.12.2014), in accordance with article 24, §2 of codified law 2190/1920, as it applies.
  5. Pre-approval of the remuneration of the members of the Board of Directors for the next, fifteenth (15th) fiscal year 2015 (01.01.2015 ? 31.12.2015).
  6. Appointment of the regular and substitute Chartered Auditors for the fifteenth (15th) fiscal year 2015 (01.01.2015 ? 31.12.2015), and approval of their remuneration.
  7. Announcement of the election of a Member of the Board of Directors to replace a Member that resigned.
  8. Election of a new Board of Directors and appointment of the independent non-executive Members of the Board of Directors, in accordance with the provisions of law 3016/2002.
  9. Appointment of the Members of the Audit Committee of the Board of Directors, in accordance with article 37 of law 3693/2008.
  10. Approve contracts in accordance with article 23a of codified law 2190/1920.
  11. 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.
  12. Approve a share buyback program in accordance with article 16 of codified law 2190/1920, as it applies, and grant the necessary authorizations.
  13. Increase the share capital of the Company by €43,796,937.21 by capitalizing part of the "Share premium" reserve, by increasing the share par value, and amend Article 5 of the Articles of Association of the Company concerning the share capital.
  14. Reduce the share capital by €7,190,541.93 through a reduction in the par value of each share by €0.11 and payment of this amount to shareholders, and amend 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 20.05.2015, the General Meeting will convene again in a 1st Repetitive Meeting on Wednesday June 3 2015 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 Wednesday June 17 2015 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.

 

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