Decisions of the 21st Annual General Meeting
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Press Release
Decisions of the 21st Annual General Meeting
2 June 2022 - HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. announces that on Thursday 2 June 2022 at 18:00, the 21st Annual General Meeting of shareholders of the Company was held in a hybrid manner, i.e. with the physical presence of shareholders at the registered office of the Company and with the participation of shareholders remotely by teleconference. Shareholders representing 30,360,238 common registered shares and voting rights, i.e. 50.81% of the 60,348,000 total common registered shares participated, not counting the 597,505 shares in treasury stock.
The General Meeting discussed and took the following decisions on the items of the Agenda:
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On the first (1st) item of the Agenda, shareholders approved the Annual Financial Report for the fiscal year 01.01.2021 - 31.12.2021 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 Agenda, shareholders approved the allocation of profit of the Company for fiscal year 01.01.2021 - 31.12.2021, and the distribution of dividend in accordance with the proposal put forth for approval.
The abovementioned dividend per share, according to the law, will be increased by the dividend corresponding to 597,505 shares in treasury stock possessed by the Company, which are not entitled to the dividend, and therefore amounts to €0.1515 per share.
The ex-date and beneficiary determination date (based on the record date rule) of June 8th and June 9th 2022 respectively were approved, and the corresponding amount will be paid to shareholders starting on Friday 16 June 2022.
The company will publish a separate announcement concerning the dividend payment procedure.
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On the third (3rd) item of the Agenda, Shareholders were briefed about the Annual Report of the Audit Committee for fiscal year 2021 in accordance with article 44 par.1, case i) of Law 4449/2017.
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On the fourth (4th) item of the Agenda, shareholders were briefed about the Report of Independent Non-Executive Members of the Board of Directors for fiscal year 2021 in accordance with article 9 par.5 of Law 4706/2020.
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On the fifth (5th) item of the Daily Agenda, shareholders approved the overall management of the Board of Directors for fiscal year 01.01.2021 ? 31.12.2021 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 01.01.2021 ? 31.12.2021 that they performed.
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On the sixth (6th) item of the Agenda, shareholders approved the remuneration and compensation of the Members of the Board of Directors for fiscal year 01.01.2021 ? 31.12.2021 in accordance with the proposal that was put forth for approval.
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On the seventh (7th) item of the Agenda, shareholders approved the remuneration of the Members of the Board of Directors for fiscal year 01.01.2022 to 31.12.2022 and up until the Annual General Meeting in 2023, in accordance with the proposal that was put forth for approval.
- On the eighth (8th) item of the Agenda, shareholders elected the audit firm "GRANT THORNTON S.A." to audit the Financial Statements for fiscal year 01.01.2022 ? 31.12.2022 and approved its remuneration as proposed.
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On the ninth (9th) item of the Agenda, shareholders gave an affirmative vote by majority to the Remuneration Report for fiscal year 2021 in accordance with article 112 of Law 4548/2018.
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On the tenth (10th) item of the Agenda, shareholders were informed about the election of Mr. Yianos Kontopoulos as an executive member of the BoD, to replace the executive member Mr. Socrates Lazaridis who resigned, with a term of office equal to the remaining time period of the term of office of the outgoing member, i.e. up until 30.05.2023, extended automatically until the General Meeting of the shareholders of the Company that is convened following the end of his term of office.
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On the eleventh (11th) item of the Agenda, shareholders, after taking into consideration the proposal by the Board of Directors of the Company, following the recommendation / assessment report by the Nomination and Compensation Committee, were briefed pursuant to article 82 par. 1 of Law 4548/2018 and article 18 par. 1 of Law 4706/2020 as in force, about the election by the BoD of the Company, at its meeting on 28.06.2021, of Mr. Nicholaos Krenteras, as a temporary independent non-executive member of the BoD, to replace the independent non-executive member of the BoD Mr. Vassilios Karatzas who resigned, and decided by majority to assign the status and appoint Mr. Nicholaos Krenteras as an independent non-executive member of the BoD of the Company, for the remaining time period until the end of his term of office, i.e. until 30.05.2023, extended automatically until the General Meeting of the shareholders of the Company that is convened following the end of his term of office.
- On the twelfth (12th) item of the Agenda, shareholders decided to increase the number of independent members of the Board of Directors from seven (7) to ten (10) and to assign the status (appoint) Messrs. George Handjinicolaou, Konstantinos Vassiliou and Ioannis Kyriakopoulos as independent non-executive members of the BoD of the Company for the remaining time period until the end of their term of office, i.e. until 30.05.2023, extended automatically until the General Meeting of the shareholders of the Company that is convened following the end of their term of office.
Following the above, the Board of Directors will consist of the following Members [in Greek alphabetical order]:
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On the thirteenth (13th) item of the Agenda, shareholders approved the amendment of the Remuneration Policy exactly as proposed to the Body.
- On the fourteenth (14th) item of the 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 the companies of the Group and of associated with it companies, under the meaning of article 32 of Law 4308/2014.
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.