Seventh Annual General Meeting of HELEX - 14 May 2008
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Press Release
7th Annual General Meeting of HELEX
14 May 2008 - HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that today May 14th 2008 the seventh Annual General Meeting of shareholders of the Company was held at the historic trading floor of Athens Exchange. 232 shareholders representing 25,619,362 common registered shares, i.e. 36.35% of the 70,485,563 total common registered shares participated. The General Meeting took the following decisions:· On the 1st item, shareholders approved the Reports of the Board of Directors and of the Auditors concerning the company and consolidated Annual Financial Statements, concerning the seventh (7th) Fiscal Year (from 1.1.2007 to 31.12.2007).
· On the 2nd item, approved the company and consolidated Annual Financial Statements for the seventh (7th) Fiscal Year.
· On the 3rd item, shareholders approved the distribution of profits of the seventh (7th) Fiscal Year as follows:
? In the amount of €3,950,731.26 for the creation of an ordinary reserve.
? In the amount of €52,864,172.25 as dividend for the seventh fiscal year.
? The balance of €22,199,721.69 to be transferred to accumulated profits.
Regarding the dividend for the fiscal year in the amount of €0.75 per share, the ex date for the right to the dividend was set on Friday May 16th 2008 (before the start of the trading day on ATHEX), and the dividend will be paid to shareholders starting on Monday May 26th 2008, through their operators by EFG Eurobank Ergasias.
· On the 4th item, shareholders released the members of the Board of Directors and the Auditors from any responsibility for compensation for the Annual Financial Statements and management of the seventh (7th) Fiscal Year.
· On the 5th item, shareholders approved the remuneration of the members of the Board of Directors for the seventh (7th) Fiscal Year, in accordance with article 24(2) of Common Law 2190/1920 as it applies.
· On the 6th item, shareholders pre-approved the remuneration of the members of the Board of Directors for the current eighth (8th) Fiscal Year 2008 (from 1.1.2008 to 31.12.2008).
· On the 7th item, shareholders approved the election as members of the Board of Directors, Messrs Nikolaos Chryssochoides and Aygoystinos Vintzilaios, who had been elected as temporary Members by the BoD, to replace members who resigned.
· On the 8th item, shareholders elected the Auditing Firm PricewaterhouseCoopers S.A. for auditing the eighth (8th) fiscal year (1.1.2008 - 31.12.2008) and in particular Messrs Konstantinos Michalatos and Dimitrios Sourbis for the positions of Auditors and Messrs Kyriakos Riris and Vassilios Goutis in the positions of alternate Auditors. The remuneration of the above Chartered Auditors Accountants was set at €50,000, plus 19% VAT.
· On the 11th item, shareholders approved a share buy-back program, for up to 10% of shares outstanding of the Company, with the terms and conditions foreseen by Common Law 2190/1920, as it applies with the following terms:
· The time period of the program will not exceed 24 months, starting on 14.05.2008. date of approval of the program by the General Meeting.
· The price range for purchasing shares is from €5.00 to €30.00.
· The amount that will be spent by management for the share buy back program during the current fiscal year be approximately €50 million.
· At least 95% of the shares that will be bought back (i.e. 9.5% of outstanding shares) be cancelled. The remaining shares can be distributed to personnel.
· On the 14th item, shareholders approved the transmission, by the Company, of information to shareholders using electronic means, as part of the framework providing facilitation and information.
Discussion on the following matters was postponed due to a lack of the necessary, by the law and the Articles of Association, quorum:
Item 9: Approval of the adjustment of article 5 of the Articles of Association concerning the share capital, due to its increase as a result of the exercise of stock option rights
Item 10: Modification, rephrasing, abolition and renumbering of clauses of the Articles of Association in order to make them more functional and to adjust them to Codified Law 2190/1920
Item 12: Modification of the approved share distribution program to executives of the companies of the Group in the form of a stock option plan, in accordance with article 13 of Codified Law 2190/1920
Item 13: Approval of a share distribution program to executives of the companies of the Group in the form of a stock option plan, in accordance with article 13 of Codified Law 2190/1920
In order to discuss and decide the abovementioned items, the General Meeting will convene again in a 1st Repetitive General Meeting on Thursday 22.05.2008 at 17:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 17.03.2008.