2nd Repetitive General Meeting of HELEX - 22 June 2010
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Announcement
2nd Repetitive General meeting of HELEX
22 June 2010 - HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that yesterday, June 21st 2010, the 2nd Repetitive General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 23,572,642 common registered shares and voting rights, i.e. 36,06% of the 65,368,563 total common registered shares participated.The General Meeting took the following decisions:
· On the 1st item, shareholders approved the reduction of the share capital in the amount of EUR8,497,913.19 euro through a reduction in the par value of each share by 0.13 euro, and payment of this amount to shareholders.
Based on the record date rule, shareholders registered in the Dematerialized Securities System on Friday September 24th 2010 (ex-date Wednesday September 22nd 2010, before the start of trading), are entitled to receive the special dividend. The payment date is Thursday September 30th 2010.
The cutoff date for the special dividend will take place after the expiration date of the liquid - at the time of the cutoff date - series of derivative products, on which the share of the company is an underlying security.
· On the 2nd item, shareholders approved the amendment of article 5 of the Articles of Association concerning the share capital.
· On the 3rd item, shareholders approved the spinoff of the clearing of transactions sector of the company and its contribution to the legal person (societe anonyme) with the name "Athens Exchange Clearing House S.A." in accordance with the provisions of articles 1-5 of law 2166/1993, and specified the agents and representatives of the company who will sign in front of a notary the act of contribution of the clearing of transactions sector.
In particular, on the 3rd item, the General Meeting took the following decisions:
(a) Approved the spinoff of the clearing business of the Company and its contribution to the legal entity with the name "ATHENS EXCHANGE CLEARING HOUSE S.A." (formerly "Ypsipili S.A."), in accordance with the provisions of law 2166/1993,
(b) Approved the transformation financial statement (balance sheet) of the clearing sector dated 31.3.2010, which was drafted in accordance with article 3 §2 of Law 2166/1993, ascertaining the book value of the assets of the sector being contributed,
(c) Approved the Report ascertaining the book value of the assets of the clearing business of the Company by the Certified Auditors Accountants,
(d) Approved the terms of the contract for the spinoff of the clearing business of the Company, and its contribution to "ATHENS EXCHANGE CLEARING HOUSE S.A."
(e) Approved the preparatory actions for the clearing business spinoff from the Company and contribution of its assets to "ATHENS EXCHANGE CLEARING HOUSE S.A."
(f) Appointed the representatives of the Company who will sign in front of a notary the clearing business spinoff act, and any other documents that will be required.
The share capital of "ATHENS EXCHANGE CLEARING HOUSE S.A.", which amounts to one hundred twenty thousand euro (€120,000) before the spinoff, will be increased by the book value of the clearing business being contributed - twenty five million three hundred eighty thousand (€25,380,000) - to become twenty five million five hundred thousand euro (€25,500,000). Following the completion of the spinoff and the contribution of the clearing business, i.e. following the registration in the Companies Register of the resolution by the relevant authorities approving the spinoff of the clearing business, eight million four hundred sixty thousand (8,460,000) common registered shares with a par value of three euro (€3.00) each, which will be turned over to the Company.