Decisions of the 18th Annual General Meeting

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Press Release

Decisions of the 18th Annual General Meeting

30 May 2019 - HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. announces that on Thursday 30 May 2019 at 18:00, the 18th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 36,425,752 common registered shares and voting rights, i.e. 60.4% of the 60,348,000 total common registered shares participated.

The General Meeting discussed and took the following decisions on the items of the Daily Agenda:

  • On the first (1st) item of the Daily Agenda, shareholders approved the Annual Financial Report for fiscal year 01.01.2018 ? 31.12.2018 together with the relevant Reports and Declarations by the Board of Directors and the Auditors, as presented for approval.
  • On the second (2nd) item of the Daily Agenda, shareholders approved the allocation of profits for fiscal year 01.01.2018 ? 31.12.2018 and the distribution of dividend in accordance with the proposal put forth for approval.

The ex-date and beneficiary determination date (based on the record date rule) of June 5th and June 6th 2019 respectively were approved, and the corresponding amount will be paid to shareholders starting on Tuesday 12 June 2019.

The company will publish a separate announcement concerning the dividend payment procedure.

  • On the third (3rd) item of the Daily Agenda, shareholders approved the overall management of the Board of Directors for fiscal year 01.01.2018 ? 31.12.2018 in accordance with article 108 of Law 4548/2018 and discharged the Auditors in accordance with par. 1, case c) of article 117 of Law 4548/2018 for the audit of the financial statements for fiscal year 01.01.2018 ? 31.12.2018 that they performed.
  • On the fourth (4th) item of the Daily Agenda, shareholders approved the remuneration of the Members of the Board of Directors for fiscal year 01.01.2018 ? 31.12.2018 in accordance with the proposal that was put forth for approval.
  • On the fifth (5th) item of the Daily Agenda, shareholders pre-approved the remuneration of the Members of the Board of Directors for fiscal year 01.01.2019 to 31.12.2019, in accordance with the proposal that was put forth for approval.
  • On the sixth (6th) item of the Daily Agenda, shareholders approved the Remuneration Policy in accordance with article 110 of Law 4548/2018.
  • On the seventh (7th) item of the Daily Agenda, shareholders elected the auditing firm "PRICEWATERHOUSECOOPERS" (SOEL Reg. No 113) to carry out the regular audit of the separate and consolidated financial statements of the Company and the Group for the current fiscal year (1.1.2019 ? 31.12.2019) and to issue the Annual Tax Certificate, and set their remuneration €20,000 plus VAT. For the issuance of the Annual Tax Certificate, the remuneration was set at €10,000 plus VAT.
  • On the eighth (8th) item of the Daily Agenda, shareholders approved the item and elected the following thirteen (13) members of the new Board of Directors of the Company and the independent non-executive members, with a four year term of office:
1. Alexandros Antonopoulos, as independent non-executive member
2. Konstantinos Vassiliou
3. Giorgos Doukidis, as independent non-executive member
4. Ioannis Emiris
5. Polyxeni Kazoli, as independent non-executive member
6. Sofia Kounenaki-Efraimoglou, as independent non-executive member
7. Ioannis Kyriakopoulos
8. Adamantini Lazari, as independent non-executive member
9. Socrates Lazaridis, executive member
10. Spyridoula Papagiannidou, as independent non-executive membe
11. Alexios Pilavios
12. George Handjinicolaou
13 Nikolaos Chryssochoidis

 

  • On the ninth (9th) item of the Daily Agenda, shareholders appointed Messrs. Alexandros Antonopoulos, Giorgos Doukidis and Mrs. Adamantini Lazari as members of the Audit Committee of the Board of Directors, in accordance with article 44 of law 4449/2017.
  • On the tenth (10th) item of the Daily Agenda, shareholders granted permission to members of the Board of Directors of the Company and to executives of the Company, to participate in Boards of Directors or as executives of other associated companies, under the meaning of article 32 of Law 4308/2014.
  • On the eleventh (11th) item of the Daily Agenda, shareholders approved the reduction of the share capital by the amount of €6,638,280.00 through a reduction in the par value of each share by €0.11 and payment of this amount to shareholders. Furthermore, shareholders decided to modify article 5 of the Articles of Association of the Company concerning the share capital, incorporate the modification in the Articles of Association and submit it, in accordance with the law, to the competent authority.

In addition, the General Meeting authorized the Board of Directors to set the ex-date for the right to the share capital return of the Company, the record date for determining the beneficiaries and the payment date for the share capital return, and to take the necessary actions in order to obtain the required permissions from the authorities and in general to act as necessary in order to pay the amount resulting from the share capital reduction to the shareholders of the Company.

  • On the twelfth (12th) item of the Daily Agenda, shareholders approved the amendment, completion, abolition and renumbering of provisions of the Articles of Association for operational reasons, and in order to adapt to Law 4548/2018 "Reforming the law of public limited liability companies" in accordance with article 183 of that law, as proposed to the Body. Furthermore, they authorized the Chairman of the General Meeting to submit the codified text of the Articles of Association, as approved by the General Meeting, for approval to the competent authority.

The detailed results of the voting will be announced at a later date, and will be published on the Company's website, www.athexgroup.gr, in accordance with article 133 paragraph 2 of Law 4548/2018.