Tenth Annual General Meeting of HELEX - 19 May 2011

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Press Release

10th Annual General Meeting of HELEX

19 May 2011 -  HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that yesterday, May 18th 2011, the 10th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 40,261,973 common registered shares and voting rights, i.e. 61.6% of the 65,368,563 total common registered shares participated.

The General Meeting took the following decisions:

 ·          On the 1st item, shareholders approved 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.

 ·          On the 2nd item, shareholders approved the distribution of profits for the tenth (10th) fiscal year (01.01.2010 - 31.12.2010).

Concerning the dividend of EUR0.15 per share, the proposed ex-date and beneficiary determination date, based on the record date rule, of May 25th and 27th respectively were approved, and the corresponding amount will be paid to shareholders on Thursday June 2nd 2011, through their operators. Shareholders that have not granted, or have revoked the relevant authorization to the operator to collect the dividend in the DSS, 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 starting on Wednesday June 8th 2011.

The abovementioned dividend amount, according to the relevant law, is subject to a 21% withholding tax (EUR0.0315 per share), and therefore the net amount payable is EUR0.1185 per share.

 ·          On the 3rd item, shareholders released 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.

 ·          On the 4th item, shareholders approved the remuneration of the members of the Board of Directors for the tenth (10th) fiscal year (01.01.2010 - 31.12.2010).

 ·          On the 5th item, shareholders pre-approved the remuneration of the members of the Board of Directors for the next, eleventh (11th), fiscal year 2010 (01.01.2011 - 31.12.2011).

 ·          On the 6th item, shareholders elected the Auditing Firm PricewaterhouseCoopers S.A. to audit the eleventh (11th) fiscal year (1.1.2011 - 31.12.2011) and in particular Messrs Marios Psaltis and Despoina Marinou for the positions of Auditors and Messrs Kyriakos Riris and Christos Tzavellas in the positions of alternate Auditors. The remuneration of the above Chartered Auditors Accountants was set at 25,000, plus VAT.

 ·          On the 7th item, shareholders approved the election of Members of the Board of Directors to replace Members that resigned and approved the appointment of Members to the Audit Committee of the Company.

In particular, shareholders approved the election of the new Members of the Board of Directors: Mr. Konstantinos Mitropoulos, Mrs. Sofia Kounenaki-Efraimoglou and Mr. Socrates Lazaridis, to replace Messrs. Nikolaos Karamouzis, Ulysses Kyriakopoulos and Spyros Capralos respectively, who resigned. Furthermore, the Board of Directors announces the replacement of Mr. Ulysses Kyriakopoulos; and in addition the appointment of Mr. Alexandros Antonopoulos as a member of the Audit Committee and the appointment of the latter as well as Mr. Spyridon Pantelias as independent non-executive members.

 ·          On the 8th item shareholders approved the 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.

 ·          On the 9th item, shareholders elected the new Board of Directors which consists of thirteen (13) Members and appointed the Independent non-executive members. More specifically they elected the following persons:

1.      Alexandros Antonopoulos, as independent non-executive member

2.      Iakovos Georganas

3.      Artemis Theodoridis

4.      Dimitris Karaiskakis, as executive member

5.      Sofia Kounenaki-Efraimoglou, as independent non-executive member

6.      Adamantini Lazari

7.      Socrates Lazaridis, as executive member

8.      Konstantinos Mitropoulos

9.      Nikolaos Milonas, as independent non-executive member

10.  Spyridon Pantelias, as independent non-executive member

11.  Nikolaos Pimplis, as independent non-executive member

12.  Alexandros Tourkolias

13.  Nikolaos Chryssochoidis

 ·          On the 10th item, shareholders appointed the members of the Audit Committee of the Board of Directors which consists of the following persons:

1.      Nikolaos Milonas, independent non-executive member

2.      Alexandros Antonopoulos, independent non-executive member

3.      Adamantini Lazari, non-executive member

 ·          On the 11th item, shareholders grant the 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.

Discussion on the 12th item was postponed due to a lack of the necessary, by the law and the Articles of Association, quorum:

Item 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 order to discuss and decide the abovementioned item, the General Meeting will convene again in a 1st Repetitive General Meeting on Monday 30.05.2011 at 18:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 08.04.2011.

The analytical results of the voting for each decision will be posted on the Company's website, http://www.helex.gr/, in accordance with article 32 §1 of Codified Law 2190/1920.