Eighth Annual General Meeting of HELEX - 6 May 2009

Download the announcement in pdf format

 

Press Release

8th Annual General Meeting of HELEX

6 May 2009 - HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that today, May 6th 2009, the 8th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 27,854,746 common registered shares and voting rights, i.e. 39.52% of the 70,485,563 total common registered shares participated.

The General Meeting took the following decisions:

·          On the 1st item, shareholders approved the Financial Report of the eighth (8th) fiscal year (01.01.2008 - 31.12.2008) which includes the Annual Financial Statements of the eighth (8th) fiscal year (01.01.2008 - 31.12.2008) together with the relevant Reports by the Board of Directors and the Auditors.

·          On the 2nd item, shareholders approved the distribution of profits for the eighth (8th) fiscal year (01.01.2008 - 31.12.2008) as follows:

1.      in the amount of 4,646,447.68 euro for the creation of a regular reserve.

2.      in the amount of 29,415,853.35 euro for the dividend for the eighth fiscal year.

3.      in the amount of 40,637,094.97 euro for the treasury stock reserve.

4.      the balance of 106,515,320.53 euro is transferred to retained earnings.

Concerning the dividend of 0.45 euro per share, the proposed ex-date and beneficiary determination date, based on the record date rule, of May 13th and 15th respectively were approved, and the corresponding amount will be paid to shareholders starting Thursday May 21st, through their operators. Shareholders that have requested an exception from their DSS operator or have their shares in the Special Account of their Investor's Share Securities Account kept with DSS, will be able to receive the dividend through the branch network of Piraeus Bank.

The abovementioned dividend amount is subject to a 10% withholding tax (€0.045 per share, in accordance with the provisions of article 18 of Law 3697/2008), and the net amount is 0.405 euro per share.

·          On the 3rd item, shareholders released the members of the Board of Directors and the Chartered Auditors from any liability for their management of the eighth (8th) fiscal year (01.01.2008 - 31.12.2008).

·          On the 4th item, shareholders approved the remuneration of the members of the Board of Directors for the eighth (8th) fiscal year (01.01.2008 - 31.12.2008), in accordance with article 24 §2 of codified law 2190/1920, as it applies.

·          On the 5th item, shareholders pre-approved the remuneration of the members of the Board of Directors for the next, ninth (9th), fiscal year 2009 (01.01.2009 - 31.12.2009).

·          On the 6th item, shareholders appointed the Auditing Firm PricewaterhouseCoopers S.A. to audit the ninth (9th) fiscal year (1.1.2009 - 31.12.2009) and in particular Messrs Konstantinos Michalatos and Dimitrios Sourbis for the positions of Auditors and Messrs Kyriakos Riris and Marios Psaltis in the positions of alternate Auditors. The remuneration of the above Chartered Auditors Accountants was set at €50,000, plus 19% VAT.

Discussion on the following matters was postponed due to a lack of the necessary, by the law and the Articles of Association, quorum:

Item 7:      Reduction of the share capital in the amount of 6,396,250 euro through the reduction of the total number of shares from 70,485,563 to 65,368,563 common registered shares, due to the cancellation of the 5,117,000 shares in treasury stock, in accordance with article 16 of codified law 2190/1920, as it applies.

Item 8:      Reduction of the share capital in the amount of 9,805,284.45 euro through a reduction in the par value of each share by 0.15 euro, and payment of this amount to shareholders.

Item 9:      Amendment of article 5 of the Articles of Association concerning the share capital.

Item 10:    Modification of the approved share distribution program to executives of the Company and associated with it companies, based on §5 of article 42e of codified law 2190/1290, in the form of a stock option program, in accordance with article 13 of codified law 2190/1920, as it applies.

In order to discuss and decide the abovementioned items, the General Meeting will convene again in a 1st Repetitive General Meeting on Tuesday 19.05.2009 at 18:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 23.03.2009.