Twelfth Annual General Meeting of HELEX - 29 May 2013
Press Release
12th Annual General Meeting of HELEX
29 May 2013 - HELLENIC EXCHANGES S.A. HOLDING, CLEARING, SETTLEMENT AND REGISTRY announces that today, May 29th 2013, the 12th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 31,058,881 common registered shares and voting rights, i.e. 47.5% 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 Annual Financial Report of the twelfth (12th) fiscal year (01.01.2012 - 31.12.2012) which includes the Annual Financial Statements of the twelfth (12th) fiscal year (01.01.2012 - 31.12.2012) 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 twelfth (12th) fiscal year (01.01.2012 - 31.12.2012).
Concerning the dividend of EUR 0.09 per share, the proposed ex-date and beneficiary determination date, based on the record date rule, of June 3rd and 5th respectively were approved, and the corresponding amount will be paid to shareholders on Tuesday June 11th 2013, 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 Monday June 17th 2013.
The abovementioned dividend amount, according to the relevant law, is subject to a 25% withholding tax (EUR 0.0225 per share), and therefore the net amount payable is EUR 0.0675 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 twelfth (12th) fiscal year (01.01.2012 - 31.12.2012), and approved 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 twelfth (12th) fiscal year (01.01.2012 - 31.12.2012).
?· On the 5th item, shareholders pre-approved the remuneration of the members of the Board of Directors for the next, thirteenth (13th), fiscal year 2013 (01.01.2013 - 31.12.2013).
?· On the 6th item, shareholders elected the Auditing Firm "Ernst & Young (Greece) Certified Auditors - Accountants" to audit the thirteenth (13th) fiscal year (1.1.2013 - 31.12.2013) and in particular Messrs Panayotis Papazoglou and Ioannis Psihountakis for the positions of Auditors and Messrs Christodoulos Seferis and Dimitrios Konstantinou for the positions of alternate Auditors. The remuneration of the above Chartered Auditors Accountants was set at EUR 20,000 plus VAT, and for the Annual Tax Certificate the remuneration was set at EUR 8,000 plus VAT.
?· On the 7th item, shareholders approved the election of Members of the Board of Directors to replace Members that resigned.
In particular, shareholders approved the election of the Members of the Board of Directors Messrs. Petros Christodoulou and Ioannis Emiris, to replace Messrs. Alexandros Tourkolias and Konstantinos Mitropoulos respectively, who resigned, as well as the appointment of Mr. Ioannis Emiris as an independent member of the BοD, in place of the departing Mr. Konstantinos Mitropoulos.
?· On the 8th item, shareholders granted 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 following 9th item was postponed due to a lack of the necessary, by the law and the Articles of Association, quorum:
Item 9: Reduction of the share capital by the amount of EUR 1,961,056.89 through a reduction in the par value of each share by EUR 0.03, 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 Tuesday 11.06.2013 at 18:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 29.04.2013.
The detailed results of the voting for each decision will be posted on the Company's website, www.helex.gr, in accordance with article 32 §1 of Codified Law 2190/1920.