INVITATION to the 10th Annual General Meeting of HELEX - 12 Apr 2011
Download the full text of the invitation in pdf format
INVITATION
TO THE SHAREHOLDERS OF THE COMPANY
"HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT & REGISTRY"
(Reg. Number 45688/06/B/00/30)
TO THE TENTH (10th) ANNUAL GENERAL MEETING
(FISCAL YEAR 01.01.2010 - 31.12.2010)
In accordance with the law and the Articles of Association of the Company, and the resolution of its Board of Directors of 8.4.2011, the shareholders of HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT & REGISTRY are invited to the tenth (10th) Annual General Meeting, which will take place on Wednesday May 18th 2011 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 of the tenth (10th) fiscal year (01.01.2010 - 31.12.2010) which includes the Annual Financial Statements of the tenth (10th) fiscal year (01.01.2010 - 31.12.2010) together with the relevant Reports and Declarations by the Board of Directors and the Auditors.
2. Approval of the distribution of profits for the tenth (10th) fiscal year (01.01.2010 - 31.12.2010).
3. Exemption of the members of the Board of Directors and the Chartered Auditors from any liability for compensation for the Annual Financial Statements and the management of the tenth (10th) fiscal year (01.01.2010 - 31.12.2010), 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 tenth (10th) fiscal year (01.01.2010 - 31.12.2010), 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, eleventh (11th) fiscal year 2011 (01.01.2011 - 31.12.2011).
6. Appointment of the regular and substitute Chartered Auditors for the eleventh (11th) fiscal year 2011 (01.01.2011 - 31.12.2011), and approval of their remuneration.
7. Announcement of the election of Members of the Board of Directors to replace members that resigned.
8. Modification of article 8 §2 (Composition - Term of office of the Board of Directors) and of article 18 (Participation in the General Meeting - Representation) of the Articles of Association.
9. Election of a new Board of Directors and appointment of the independent non-executive members of the Board.
10. Appointment of members of the Audit Committee of the Board of Directors in accordance with article 37 of law 3693/2008.
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. Reduction of the share capital by the amount of €6,536,856.30 through a reduction in the par value of each share by €0.10, and 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 18th 2011, the General Meeting will convene again in a 1st Repetitive Meeting on Monday May 30th 2011 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 15th 2011 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.