16th Annual General Meeting

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Press Release

16th Annual General Meeting 

24 May 2017 - HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. announces that on Wednesday 24 May 2017, the 16th Annual General Meeting of shareholders of the Company was held in the "HERMES" hall at the offices of the Company. Shareholders representing 39,546,563 common registered shares and voting rights, i.e. 60.5% of the 65,368,563 total common registered shares participated, not counting the 5,020,563 shares in treasury stock.

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 the sixteenth (16th) fiscal year (01.01.2016 - 31.12.2016). The Annual Financial Report includes the Annual Financial Statements for the sixteenth (16th) fiscal year (01.01.2016 - 31.12.2016) together with the relevant statements and reports by the Board of Directors and the Auditors, as presented for approval.

·         On the second (2nd) item of the Daily Agenda, shareholders approved the distribution of profit of the Company for the sixteenth (16th) fiscal year (01.01.2016 - 31.12.2016), and the distribution of dividend in accordance with the proposal put forth for approval.

The abovementioned dividend amount, according to the relevant law, will be increased by the dividend corresponding to 5,020,563 treasury stock possessed by the company and finally amounts to €0.06499 per share.

With regards to the dividend, the ex-date and beneficiary determination date (based on the record date rule) of May 30th and May 31st 2017 respectively were approved, and the corresponding amount will be paid to shareholders starting on Tuesday 6 June 2017.

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

·         On the third (3rd) item of the Daily Agenda, shareholders discharged the Board of Directors and the Auditors from all liability for compensation for the Annual Financial Statements and management of the sixteenth (16th) fiscal year (01.01.2016 - 31.12.2016), and approved the management and representation acts of the Board of Directors of the Company.

·         On the fourth (4th) item of the Daily Agenda, shareholders approved the remuneration of the Members of the Board of Directors 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 the next seventeenth (17th) fiscal year (01.01.2016 to 31.12.2016), in accordance with the proposal that was put forth for approval.

·         On the sixth (6th) item of the Daily Agenda, shareholders elected the auditing firm proposed as well as the regular and substitute Auditors for the seventeenth (17th) fiscal year, i.e.:

"PRICEWATERHOUSECOOPERS" was elected as the auditing firm. In particular Mrs. Despina Marinou (SOEL Reg. No 17681) and Mr. Fotis Smyrnis (SOEL Reg. No 52861) were elected as regular auditors and Messrs. Dimitrios Sourbis (SOEL Reg. No 16891) and Marios Psaltis (SOEL Reg. No 38081) as substitutes.

The remuneration of the abovementioned Certified Auditors Accountants for the combined audit of the seventeenth (17th) fiscal year (1.1.2017 - 31.12.2017) was set at the amount of €20,000 plus VAT. In order to issue the Annual Tax Certificate, the fee was set at €10,000 plus VAT.

·         On the seventh (7th) item of the Daily Agenda, shareholders permission in accordance with article 23 §1 of codified law 2190/1920, 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 the companies of the Group and of associated with it companies, under the meaning of article 42e §5 of codified law 2190/1920.

·         On the eight (8th) item of the Daily Agenda, shareholders approved the contract amendments that have already been drawn up with related parties, which were proposed to the General meeting for approval, in accordance with the provisions of article 23a of codified law 2190/1920 as in force, exactly as proposed.

 

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

Item 9:         Reduce the share capital by €15,688,455.12, through a reduction in the par value of each share by €0.24 and payment of this amount to shareholders, and amend Article 5 of the Articles of Association of the Company concerning the share capital.

Item 10:      Reduce the share capital by €4,006,432.92 through a reduction in the number of shares outstanding from 65,368,563 to 60,599,000 common registered shares, due to the cancellation of 4,769,563 shares in treasury stock, and amend Article 5 of the Articles of Association of the Company concerning the share capital.

 

In order to discuss and decide items 9 and 10, the General Meeting will convene again in a 1st Repetitive General Meeting on Friday 09.06.2017 at 18:00, in Athens, at the headquarters of the Company, in accordance with the original Invitation of the BoD of the Company of 24.04.2017.

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 32 §1 of Codified Law 2190/1920.