13th Annual General Meeting of HELEX - 29 May 2014
Press Release
13th Annual General Meeting of HELEX
29 May 2014 - HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. HOLDING announces that on Thursday May 29th 2014, the 13th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 34,997,164 common registered shares and voting rights, i.e. 53.5% of the 65,368,563 total common registered shares participated.
The General Meeting took the following decisions:
- On the first (1st) item of the Daily Agenda, shareholders approved the Annual Financial Report for the thirteenth (13th) fiscal year (1.1.2013 ? 31.12.2013). The Annual Financial Report includes the Annual Financial Statements for the thirteenth (13th) fiscal year (1.1.2013 ? 31.12.2013) together with the relevant declarations and reports by the Board of Directors and the Auditors, as well as the adjusted financial statements for fiscal year 2012, following the mandatory retroactive application of the revised International Accounting Standard 19, "Employee Benefits".
- On the second (2nd) item of the Daily Agenda, shareholders approved the distribution of profit of the Company for the thirteenth (13th) fiscal year (1.1.2013 ? 31.12.2013).
Because there are no profits for distribution for fiscal year 2013, the Company will not pay out a dividend to shareholders.
- On the third (3rd) item of the Daily Agenda, shareholders released the Board of Directors and the Auditors from any liability for compensation for the Annual Financial Statements and management of the thirteenth (13th) fiscal year (1.1.2013 ? 31.12.2013), and approved the management and representation of the Board of Directors of the Company.
- On the fourth (4th) item of the Daily Agenda, shareholders approved the remuneration of the Members of the Board of Directors.
- On the fifth (5th) item of the Daily Agenda, shareholders pre-approved the remuneration of the Members of the Board of Directors for the next fourteenth (14th) Fiscal Year (from 01.01.2014 to 31.12.2014).
- On the sixth (6th) item of the Daily Agenda, shareholders approved the auditing firm proposed as well as the regular and substitute Auditors for the fourteenth (14th) fiscal year.
"Ernst & Young (Greece) Certified Auditors ? Accountants" (11th Km Athens-Lamia National Road) was elected as the auditing firm. In particular Messrs. Panayotis Papazoglou (SOEL Reg. No 16631) and Ioannis Psihountakis (SOEL Reg. No 20161) were elected as regular auditors and Messrs. Christodoulos Seferis (SOEL Reg. No 23431) and Dimitrios Konstantinou (SOEL Reg. No 16201) as substitutes.
The remuneration of the abovementioned Certified Auditors Accountants for the combined audit of the fourteenth (14th) fiscal year (1.1.2014 ? 31.12.2014) was set at the amount of €24,000 plus VAT. In order to issue the Annual Tax Certificate, as provided for in article 82 §5 of Law 2238/1994, the remuneration was set at €11,000 plus VAT.
- On the seventh (7th) item of the Daily Agenda, shareholders certified the election of Mr. Dionysios Christopoulos as independent non-executive member to replace the independent non-executive member Mr. Nikolaos Pimplis who resigned.
- On the eighth (8th) item of the Daily Agenda, shareholders authorized the signing of the extension of a term in the appendix to the employment contract of the Chief Executive Officer Mr. Socrates Lazaridis, concerning the reduction in his remuneration.
- On the ninth (9th) item of the Daily Agenda, shareholders authorized the signing of the extension of the Modification of the employment contract of the executive member of the Board of Directors Mr. Dimitris Karaiskakis, concerning the reduction in his remuneration.
- On the tenth (10th) item of the Daily Agenda, shareholders granted permission in accordance with article 23 §1 of codified law 2190/1920, to members of the Board of Directors of the Company and to executives of the Company, to participate in Boards of Directors or as executives of the companies of the Group and of associated with it companies, under the meaning of article 42e §5 of codified law 2190/1920.
- On the eleventh (11th) item of the Daily Agenda, shareholders approved the change of the trade name of the Company and the modification of Article 1 (Corporate Name ? Trade Name) of the Articles of Association of the Company.
Discussion on the following item was postponed due to a lack of the necessary, by the law and the Articles of Association, quorum:
Item 12: 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 order to discuss and decide item 12, the General Meeting will convene again in a 1st Repetitive General Meeting on Tuesday 17.06.2014 at 18:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 30.04.2014.
The detailed results of the voting will be announced at a later date, and will be published on the Company's website, www.helex.gr, in accordance with article 32 §1 of Codified Law 2190/1920.