INVITATION to the 20th Annual General Meeting

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/B/00/30)

TO THE TWENTIETH (20TH) ANNUAL GENERAL MEETING

(FISCAL YEAR 01.01.2020 – 31.12.2020)

 

In accordance with the law and the Articles of Association of the Company, and the decision of its Board of Directors on 7 May 2021, shareholders of “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.” are invited to participate remotely in real-time via teleconference at the twentieth (10th) Annual General Meeting, which will take place on Monday 31 May 2021 at 18:00, in order to discuss and decide on the following items of the agenda:

  1. Submission and approval of the Annual Financial Report for fiscal year 01.01.2020 – 31.12.2020 together with the relevant Reports and Declarations by the Board of Directors and the Auditors.
  2. Approve the allocation of profits for fiscal year 01.01.2020 – 31.12.2020 and the distribution of dividend.
  3. Submission of the Annual Report of the Audit Committee to Shareholders for fiscal year 01.01.2020 – 31.12.2020.
  4. Approve the overall management by the Board of Directors for fiscal year 01.01.2020 – 31.12.2020 in accordance with article 108 of Law 4548/2018 and discharge the Auditors in accordance with par. 1, case c) of article 117 of Law 4548/2018.
  5. Approve the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2020 – 31.12.2020.
  6. Pre-approve the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2021 – 31.12.2021.
  7. Elect the Certified Auditor Company to audit the Financial Statements for fiscal year 01.01.2021 – 31.12.2021 and determine their fee.
  8. Submit the Remuneration Report for fiscal year 2020 to the General Meeting for discussion and vote in accordance with article 112 of Law 4548/2018.
  9. Elect new members of the Board of Directors to replace members that resigned.
  10. 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).
  11. Approve the Suitability Policy for the Members of the Board of Directors in accordance with article 3 par. 3 of Law 4706/2020.
  12. Grant permission 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.
  13. Grant permission 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 other associated companies, under the meaning of article 32 of Law 4308/2014.
  14. Amend article 2 of the Articles of Association of the Company (Purpose).
  15. Reduce the share capital by EUR4,224,360, through a reduction in the par value of each share by EUR0.07 and pay this amount to shareholders, and amend Article 5 of the Articles of Association of the Company concerning the share capital.

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 31 May 2021, the General Meeting will convene again in a Repetitive Meeting remotely in real-time by teleconference on Wednesday 16 June 2021 at 18:00.

It should be noted that, in accordance with par. 2 of article 130 of Law 4548/2018, a new invitation for the Repetitive General Meetings will not be published.

Taking into consideration the measures and instructions of the State for dealing with the consequences of the risk of spreading the Covid 19 coronavirus, and in accordance with the provisions of articles 120 par. 3 and 125 par. 1 of Law 4548/2018 and the provisions in the current Articles of Association of the Company, the General Meeting on 31 May 2021 and any Repetitive Meeting, will take place remotely, in real-time by teleconference and the use of electronic means, under the conditions of article 125 of Law 4548/2018 and the specific provisions in the present invitation.

In addition, in accordance with the provisions in the Articles of Association of the Company, shareholders are provided with the option to participate remotely by mail vote in the vote on the items of the General Meeting on 31 May 2021 and any Repetitive Meeting, that will take place before the General Meeting, under the conditions of article 126 of Law 4548/2018 and the specific provisions in the present invitation.

 


The full text of the INVITATION is attached.

INVITATION to the 20th Annual General Meeting

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