HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE S.A.

Decisions of the 22nd Annual General Meeting (Correct Repetition)

HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. announces that on Thursday 8 June 2023 at 18:00, the 22nd 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 30,318,450 common registered shares and voting rights, i.e. 52.4% of the 60,348,000 total common registered shares legally participated, not counting the 2,498,000 shares in treasury stock.

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

  • On the first (1st) item of the Agenda, shareholders approved the Annual Financial Report for the fiscal year 01.01.2022– 31.12.2022 together with the relevant Reports and Declarations by the Board of Directors and the Auditors, as proposed for approval.
  • On the second (2nd) item of the Agenda, shareholders approved the allocation of earnings of the Company for fiscal year 01.01.2022 – 31.12.2022, and the distribution of dividend as proposed for approval.

The abovementioned dividend per share, according to the law, will be increased by the dividend corresponding to 2,498,000 shares in treasury stock possessed by the Company, which are not entitled to the dividend, and therefore amounts to EUR0.156477 per share.

The ex-date and beneficiary determination date (based on the record date rule) of June 14th and June 15th 2023 respectively were approved, and the corresponding amount will be paid to shareholders starting on Tuesday 20 June 2023.

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

  • On the third (3rd) item of the Agenda, Shareholders were briefed about the Annual Report of the Audit Committee for fiscal year 2022 in accordance with article 44 par.1, case i) of Law 4449/2017.
  • 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 2022 in accordance with article 9 par.5 of Law 4706/2020.
  • On the fifth (5th) item of the Daily Agenda, shareholders approved the overall management of the Board of Directors for fiscal year 01.01.2022 – 31.12.2022 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 carried out on the financial statements for fiscal year 01.01.2022 – 31.12.2022.
  • 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 01.01.2022 – 31.12.2022 in accordance with the proposal that was put forth for approval.
  • On the seventh (7th) item of the Agenda, shareholders approved the remuneration of the Members of the Board of Directors for fiscal year 01.01.2023 to 31.12.2023 and up until the Annual General Meeting in 2024, 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 01.01.2023 – 31.12.2023 and approved its fee as proposed.
  • On the ninth (9th) item of the Agenda, shareholders gave an affirmative vote to the Remuneration Report for fiscal year 2022 in accordance with article 112 of Law 4548/2018.
  • On the tenth (10th) item of the Agenda, shareholders approved the amendment of article 8 (Composition – Term of Board of Directors) of the Company's Articles of Association and authorized the Chairman of the Board of Directors to submit the codified text of the Articles of Association adapted to the approved amendment to the competent authority.
  • On the eleventh (11th) item of the Agenda, shareholders approved the item and elected the following eleven (11) members:
    1. Konstantinos Vassiliou, independent non-executive member
    2. Dimitrios Dosis, independent non-executive member
    3. Giorgos Doukidis, independent non-executive member
    4. Polyxeni Kazoli, independent non-executive member
    5. Theano Karpodini, independent non-executive member
    6. Yianos Kontopoulos, executive member, Chief Executive Officer
    7. Nicholaos Krenteras, independent non-executive member
    8. John Costopoulos, independent non-executive member
    9. Spyridoula Papagiannidou, independent non-executive member
    10. George Handjinicolaou, independent non-executive member
    11. Thomas Zeeb, independent non-executive member 
  • On the twelfth (12th) item of the Agenda, shareholders decided:
  1. The Audit Committee will be a committee of the Board of Directors consisting of Members of the Board of Directors.
  2. The Audit Committee will consist of five (5) independent non-executive members.
  3. The term of office of the members of the Committee that will be appointed by the Board of Directors in accordance with Article 44, par. 1c of law 4449/2017, as in force, will follow their term of office as members of the Board of Directors, i.e. until the Annual General Meeting of 2026, extended in accordance with the provisions of article 85, par. 1 subpar. c' of law. 4548/2018 and par. 2 of article 8 of the Company's Articles of Association, until the Annual General Meeting of the Company's shareholders, which will be convened after the expiration of the term of office.
  4. The members of the Committee will be appointed by the Board of Directors in accordance with article 44, par. 1c of Law 4449/2017 as in force, from members that possess sufficient knowledge in the field in which the Company operates, and will satisfy the criteria of article 44, of Law 4449/2017 as in force.
  5. Following the appointment of members of the Committee by the Board of Directors, the Committee will form as a body to appoint its Chairperson out of its independent members and make the relevant announcements.
  • On the thirteenth (13th) item of the Agenda, shareholders renewed the authorization for the Company to acquire own shares in accordance with the terms and conditions of article 49 of Law 4548/2018, for a time limit that will not exceed twenty-four (24) months, at a minimum price the par value of the share, i.e. EUR0.42, and a maximum price of EUR6.00.

The maximum number of own shares acquired will not exceed 10% of the paid-in share capital, i.e. 6,034,800 shares, including the already existing own shares that have been acquired and possessed by the Company, based on the share buyback program of the Company which was approved by the General Meeting of shareholders on 31.05.2021, in accordance with the terms and conditions of article 49 of Law 4548/2018, as part of which the Company has acquired a total of 2,498,000 own shares (4.139% of the share capital).

The shares acquired in accordance with the above are to be used for any purpose and use permitted by law (including, but not limited to, the reduction of the share capital and their cancellation, and/or their distribution to the personnel and/or members of the management of the Company and/or an affiliated company).

Furthermore, the General Meeting authorized the Board of Directors to determine the exact start time of the program and regulate all formalities and procedures on the subject.

  • 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.