INVITATION to the 22nd Annual General Meeting

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INVITATION

TO SHAREHOLDERS OF THE COMPANY

"HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A."

General Electronic Commercial Registry (GEMI) No 3719101000
(former Companies Reg. Number 45688/06/Β/00/30)

TO THE TWENTY FIRST (22ND) ANNUAL GENERAL MEETING

(FISCAL YEAR 01.01.2022 - 31.12.2022)

 

In accordance with the law and the Articles of Association of the Company, and the decision of its Board of Directors on 17 May 2023, shareholders of "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.", headquartered in Athens, 110 Athinon Ave, are invited to the twenty second (22nd) Annual General Meeting, which will take place on Thursday 8 June 2023 at 18:00, which will meet 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. In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018 may also be present at the General Meeting.

The items of the agenda of the General Meeting are as follows:

  1. Submission and approval of the Annual Financial Report for fiscal year 01.01.2022 ? 31.12.2022 together with the relevant Reports and Declarations by the Board of Directors and the Certified Auditors.
  2. Approve the allocation of the earnings for fiscal year 01.01.2022 - 31.12.2022 and the distribution of dividend.
  3. Submission of the Annual Report of the Audit Committee in accordance with article 44 par.1, case i) of Law 4449/2017.
  4. Submission of the Report of Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of Law 4706/2020.
  5. Approve the overall management by the Board of Directors in accordance with article 108 of Law 4548/2018 and discharge the Auditors for fiscal year 2022 (01.01.2022 - 31.12.2022) in accordance with par. 1, case c) of article 117 of Law 4548/2018.
  6. Approve the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2022 - 31.12.2022.
  7. Determine the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2023 - 31.12.2023 and up until the Annual General Meeting in 2024.
  8. Elect the Certified Auditor Company to audit the Financial Statements for fiscal year 01.01.2023 - 31.12.2023 and set their fee.
  9. Submit the Remuneration Report for the members of the Board of Directors for 2022 for discussion and advisory vote in accordance with article 112 of Law 4548/2018.
  10. Modification of article 8 of the Articles of Association of the Company (Composition - Term of Board of Directors).
  11. Election of a new Board of Directors and appointment of its independent members.
  12. Redefine the type of the Audit Committee, the term of office, the number and the qualities of its Members (article 44, par. 1b of Law 4449/2017, as in force).
  13. Renew the authorization to acquire own shares of the Company, in accordance with article 49 of Law 4548/2018, and authorize accordingly the Board of Directors to determine the exact commencement time of the program and to regulate all formalities and procedures on the matter.
  14. Grant permission, under article 98 par.1 of Law 4548/2018, to members of the Board of Directors of the Company as well as to executives of the Company to participate in the Boards of Directors or in the Management of the subsidiaries and the companies associated with the Company.

If the quorum, as required by the Law and the Articles of Association in order to decide any of the items of the original agenda, is not obtained during the meeting of 8 June 2023, the General Meeting will convene again in a Repeat Meeting on Friday 16 June 2023 at 18:00 (hereinafter "Repeat Meeting") without the publication of a new invitation and will convene in the same way, i.e. hybrid, with the physical presence of shareholders at the registered office of the Company and with the participation of shareholders remotely by teleconference. In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018 may also be present at the General Meeting.

 

 

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