Announcement

"Hellenic Exchanges S.A. Holding" announces that today May 8th 2006 the fifth Annual General Meeting of shareholders of the Company was held at the historic trading floor of Athens Exchange. Shareholders representing 32,144,425 common registered shares, i.e. 45.77% of the 70,230,463 total common registered shares. The General Meeting took the following decisions.


1. On item one, shareholders present and voting in their entirety (32,144,425 shares), 100%, approved the Reports of the Board of Directors and of the Auditors concerning the company and consolidated Annual Financial Statements, concerning the fifth (5th) Fiscal Year (from 1.1.2005 to 31.12.2005).
2. On item two, shareholders present and voting in their entirety (32,144,425 shares), 100%, approved the company and consolidated Annual Financial Statements for the fifth (5th) Fiscal Year (from 1.1.2005 to 31.12.2005).
3. On item three, shareholders present and voting in their entirety (32,144,425 shares), 100%, approved the distribution of profits of the fifth (5th) Fiscal Year (from 1.1.2005 to 31.12.2005) as follows:
- In the amount of Euro 1,582,569.79 for the creation of an ordinary reserve.
- In the amount of Euro 17,557,615.75 as dividend for the fifth fiscal year.
- The balance of Euro 34,811,740.22 to be transferred to accumulated profits.
Regarding the dividend for the fiscal year in the amount of Euro 0.25 per share, the ex date for the right to the dividend was set on Wednesday May 10th 2006 (before the start of the trading day on ATHEX).
4. On item four, shareholders present and voting, representing 31,974,425 shares out of a total 32,144,425, 99.47%, released the members of the Board of Directors and the Auditors from any responsibility for compensation for the Annual Financial Statements and management of the Fifth (5th) Fiscal Year (from 1.1.2005 to 31.12.2005).
5. On item five, shareholders present and voting, representing 31,373,927 shares out of a total 32,144,425, 97.60%, approved the remuneration of the members of the Board of Directors for the Fifth (5th) Fiscal Year (from 1.1.2005 to 31.12.2005), in accordance with article 24(2) of Common Law 2190/1920 as it applies, and in particular:
- The total amount of Euro 95,970 for members of the Board of Directors, except the Chief Executive officer, as well as the total amount of Euro 19,152 for members of the Board of Directors (from 1.1.2004 to 18.3.2005) of the absorbed by merger company Systems Development and Support House of the Capital Market (ASYK SA)
- The total amount of Euro 22,080, for members of the BoD that participate in the Strategic Investments Committee.
- The total amount of Euro 5,027, for members of the BoD that participate in the Audit Committee.
It is noted that all of the abovementioned approved amounts are gross before taxes and other fees and third party rights.
6. On item six, shareholders present and voting, representing 31,543,927 out of a total 32,144,425, 98.13%, pre-approved the remuneration of the members of the Board of Directors for the current Sixth (6th) Fiscal Year 2006 (from 1.1.2006 to 31.12.2006) as follows:
- The amount of Euro 457 per meeting for each participating member of the BoD, except the Chief Executive officer.
- The amount of Euro 368 per month, for each member of the BoD which participates in the Strategic Investments Committee.
- The amount of Euro 457 per meeting for each member of the BoD which participates in the Audit Committee. It is noted that all of the abovementioned pre-approved amounts are gross before taxes and other fees and third party rights.
7. On item seven, shareholders present and voting in their entirety (32,144,425 shares), 100%, elected Mr. Nikolaos Moustakis and Mrs Despoina Ksenaki for the positions of Auditors and Messrs Loizos Kolokotronis and Panayotis Papazoglou in the positions of alternate Auditors of Auditing Firm Ernst& Young for auditing the sixth (6th) fiscal year (1.1.2006 - 31.12.2006). The remuneration of the above Chartered Auditors Accountants was set at 27,000, plus 19% VAT.
8. On item eight, shareholders present and voting, representing 30,807,411 out of a total 32,144,425, 95.84%, elected the new Board of Directors as follows:
Iakovos Georganas
Vasilios Drougas
Artemis Theodoridis
Antonios Kaminaris
Spyros Capralos
Nikolaos Karamouzis
Odysseas Kyriakopoulos
Nikolaos Milonas
Alexandros Moraitakis
Spyridon Pantelias
Ioannis Pechlivanidis
The term of office of the new Board of Directors is five years, and is automatically extended until the Annual General Meeting of the shareholders of the Company, which will be held or be convened after the end of its term.
9. On item nine, shareholders present and voting representing 30,206,913 shares out of a total 32,144,425, 93.97%, set, according to Law 3016/2002 as it applies, as independent non-executive members on the new Board of Directors Messrs:
- Odysseas Kyriakopoulos, and
- Nikolaos Milonas.
Discussion on the 10th item on the Agenda (concerning "Approval of the share capital decrease of the company by the amount of 87,788,078.75, through the decrease of the par value of each share by 1.25 and payment of the respective amount to shareholders") and the 11th item on the Agenda (concerning "Modification of Article 5 of the Articles of Association of the Company") was postponed due to the lack of the necessary quorum required by the law and the Articles of Association.


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