INVITATION to the 8th Annual General Meeting of HELEX - 24 Mar 2009
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INVITATION
TO THE SHAREHOLDERS OF THE COMPANY
"HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT & REGISTRY"
(Reg. Number 45688/06/Β/00/30)
TO THE EIGHTH (8th) ANNUAL GENERAL MEETING
(FISCAL YEAR 01.01.2008 - 31.12.2008
In accordance with the law and the Articles of Association of the Company, and the resolution of its Board of Directors of 23.3.2009, the shareholders of HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT & REGISTRY are invited to the eighth (8th) Annual General Meeting, which will take place on Wednesday May 6th 2009 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 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.
2. Approval of the distribution of profits for the eighth (8th) fiscal year (01.01.2008 - 31.12.2008).
3. Exemption of 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).
4. Approval of the compensation 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.
5. Pre-approval of the remuneration of the members of the Board of Directors for the next, ninth (9th), fiscal year 2009 (01.01.2009 - 31.12.2009).
6. Appointment of the regular and substitute Chartered Auditors for the ninth (9th) fiscal year 2009 (01.01.2009 - 31.12.2009), and approval of their remuneration.
7. Reduction of the share capital in the amount of €6,396,250 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.
8. Reduction of the shares capital in the amount of €9,805,284.45 through a reduction in the par value of each share by €0.15, and payment of this amount to shareholders.
9. Amendment of article 5 of the Articles of Association concerning the share capital.
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.
Shareholders who wish to participate in the eighth (8th) Annual General Meeting of the Company must block their shares, either through their authorized broker (provided their shares are registered in a User's Account in the Dematerialized Securities System-DSS), or via the Company - following the merger by absorption of "Central Securities Depository" - (provided their shares are registered in the Special Investor's Account in the DSS) and to submit the relevant CSD certificates blocking the shares for participation in the General Meeting as well as the relevant representation documents, to the company's headquarters (110 Athinon Ave.), and in particular to the Strategic Planning, Communication and Investor Relations Division (5th floor, tel +30 210 336 6616) by Thursday, April 30th 2009.
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 6th 2009, the General Meeting will convene again in a 1st Repetitive Meeting on Tuesday 19.5.2009 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 Tuesday 26.5.2009 at 18:00, in Athens, at the headquarters of the Company. In the Repetitive General Meetings, and for any shares that do not remain blocked in accordance with article 42 §5 of the D.S.S. Operation Regulation, shareholders that wish to participate in the Repetitive General meetings must present the relevant share blocking certificates for participation in the General Meeting as well as the relevant representation documents, during working days and hours, at the abovementioned address, by Wednesday May 13th 2009 for the 1st Repetitive Meeting and by Wednesday May 20th 2009 for the 2nd Repetitive meeting.
Athens, 23 March 2009
The Board of Directors