24th Annual General Meeting of the shareholders
of the limited liability Company
HELLENIC EXCHANGES
- ATHENS STOCK EXCHANGE S.A.
(General Electronic Commercial Registry (GEMI)
No 003719101000
former Companies Reg. Number 45688/06/B/00/30)
Fiscal year 01.01.2024 - 31.12.2024
Thursday 12 June 2025 @ 18:00
110 Athinon Ave, Athens, GR
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 TWENTY-FOURTH (24TH) ANNUAL GENERAL MEETING (FISCAL YEAR 01.01.2024 - 31.12.2024)
In accordance with the law and the Articles of Association of the Company, and the decision of its Board of Directors on 28 April 2025, shareholders of "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.", headquartered in Athens, 110 Athinon Ave, are invited to the twenty fourth (24th) Annual General Meeting, which will take place on Thursday 12 June 2025 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:
Submission and approval of the Annual Financial Report for fiscal year 01.01.2024 - 31.12.2024 together with the relevant Reports and Declarations by the Board of Directors and the Certified Auditors
Approval of the allocation of the earnings for fiscal year 01.01.2024 - 31.12.2024 and the distribution of dividend
Submission of the annual Audit Committee's Report to the General Meeting pursuant to article 44 par. 1
(case i) of Law 4449/2017
Submission of the Independent Non- Executive Directors' Report to the General Meeting, according to
article 9 par. 5 of Law 4706/2020
Approval of the overall management for the financial year 01.01.2024 - 31.12.2024, in accordance with article 108 of Law 4548/2018 and release of the certified auditors from any liability for the financial year 01.01.2024 - 31.12.2024 pursuant to article 117 par. 1 case (c) of Law 4548/2018
Approval of the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2024 - 31.12.2024
Determination of the remuneration and compensation of the members of the Board of Directors for fiscal year 01.01.2025 - 31.12.2025 and up until the Annual General Meeting in 2026
Appointment of Certified Auditors for the financial year 01.01.2025 - 31.12.2025 and approval of their fees
Submission of the Remuneration Report of the year 2024 for discussion and vote by the General Meeting, according to article 112 of Law 4548/2018
Approval of the amendment of the Remuneration Policy in accordance with articles 110 and 111 of Law 4548/2018
Granting permission, under article 98 par.1 of Law 4548/2018, to the 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 13 June 2025, the General Meeting will convene again in a Repeat Meeting on Monday 23 June 2025 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.
Right to participate and vote at the General Meeting
At the General Meeting of 12 June 2025, every physical and legal person that has the status of shareholder at the start of the fifth (5th) day before the meeting date of the Annual General Meeting, i.e. on 7 June 2025 ("Record Date") is entitled to participate and vote.
The record date of 7 June 2025 is the record date for the Repeat General Meeting on 23 June 2025 (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 on 12.06.2025 is not obtained during that meeting). Also, the same Record Date is valid in case of the postponed General Meeting, provided that the postponed meeting is not more than thirty (30) days from the Record Date. If any postponed General Meeting is more than thirty (30) days away from the Record Date, whoever has the status of shareholder in accordance with the above at the beginning of the third (3rd) day before the day of the postponed General Meeting is entitled to participate in the General Meeting.
For the Company, shareholders who are entitled to participate in the General Meeting and to exercise the right to vote are those that are registered on the Record Date in the Dematerialized Securities System (DSS) of the company "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)" or the one identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of Operation of the Hellenic Central Securities Depository (Government Gazette B/1007/16.03.2021).
The proof of shareholder status is done by any legal means and in any case based on information received by the Company until before the start of the General Meeting by ATHEXCSD or through the above intermediaries in accordance with the above provisions. A shareholder may participate in the General Meeting on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary unless the Meeting refuses this participation for good reason that justifies its refusal in accordance with the provisions in force (art. 19 par. 1 of Law 4569/2018, art. 124 par. 5 of Law 4548/2018).
Exercising these rights does not require either the blocking of the shares of the beneficiary or any other similar procedure which limits the ability to sell and transfer these shares during the period between the Record Date and the General Meeting.
Shareholders that do not comply with the deadline in par. 4 of article 128 of Law 4548/2018, i.e. that do not submit in writing or by electronic means the appointment of proxies or representatives to the Company at least forty-eight (48) hours before the appointed date of the General Meeting, participate at the General Meeting unless the General Meeting refuses this participation for good reason which justifies this refusal.
Participating and exercising the right to vote at the General Meeting remotely in real-time by teleconference
In order for shareholders to participate and vote at the Annual General Meeting on 12 June 2025 or at any Repeat meeting in real-time by teleconference, without their physical presence, they or their proxies must create and use an electronic shareholder account at the electronic platform that has been developed by the
Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home.
The internet platform is provided by ATHEXCSD, while for the teleconference the Zoom Meetings service is provided by Zoom Video Communications Inc.
In order to access the electronic platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.
In order for a shareholder or his/her proxy to create an account in the electronic platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.
If, on accessing the electronic platform the above information entered by the shareholder does not match the information registered in the Dematerialized Securities System or the identification information that has been provided to the Company by the Hellenic Central Securities Depository or through intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Part 3 of Decision No 8 of the Hellenic Central Securities Depository, "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as the document "Terms and Conditions for the remote General Meeting of Shareholders", shareholders must provide or update the information above, in order to create the account.
For this purpose, and in order to avoid dysfunctions, shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or other intermediary acting as custodian through which their shares are kept, in order to notify them or to update their valid email address and mobile telephone number for identification.
Further instructions for participation in the General Meeting by teleconference will be posted on the website of the Company and will be sent by the Company via email to shareholders that have completed the above procedure and are eligible to participate at the Annual General Meeting or any Repeat meetings.
For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at investor-relations@athexgroup.gr or by telephone at +30 210 3366.616 (daily between 09.00 and 17.00).
Furthermore, starting with the publication of the present and until the end of the General Meeting, information and support will be provided to the shareholders and their representatives, on matters related to the conduct of the General Meeting through the platform AXIA e-Shareholders Meeting (AXIA e-SM) (e.g. connection, voting, etc.) at + 30 210 3366 426 or by email at AXIAeShareholdersMeeting@athexgroup.gr.
Shareholders that participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.
On the date of the General Meeting, in order to participate in the proceedings, shareholders must log in on time to the Internet Platform, at least fifteen minutes (15΄) before the start time of the General Meeting announced in the Invitation and state the number of voting rights with which they will participate in the General Meeting and vote and, whether they wish to amend it (to a smaller number).
Shareholders that have successfully connected to the internet platform will be able to participate in the General Meeting by teleconference in real-time via a link that will be sent to them by email.
By activating the teleconference application (Zoom) through the link at the start of the General Meeting, shareholders will be able to:
follow the proceedings of the General Meeting with electronic or audiovisual means,
take the floor and address the General Meeting orally during the General Meeting, while at the same time through the internet platform, they will be able to:
vote in real-time during the GM on the items of the agenda, and
receive information on the registration of their vote.
Procedure for participating in the vote that takes place before the General Meeting (Mail Vote)
Ι. Shareholders have the option to participate, in person or by proxy, in the vote on the items of the General Meeting that will take place before the General Meeting, under the conditions of article 126 of Law 4548/2018, as well as the following.
Shareholders that wish to participate and vote on the items of the General Meeting that will take place before the General Meeting, can make use of the following options:
Either by exercising the right to vote before the General Meeting through the electronic platform https://axia.athexgroup.gr/en/home in which they have previously created an account and have successfully registered as described in B. above, during the time period until twenty-four (24) hours before the date of the General Meeting (i.e. until 18.00 on 11.06.2025 at the latest).
Or by completing and sending to the Investor Relations Department of the Company the "Mail vote document" which has been published at https://www.athexgroup.gr/en/more-options/investor-relations/general-meetings with the signature authenticated, at: 110 Athinon Ave, 10442 Athens Greece, or digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the shareholder, via email at investor-relations@athexgroup.gr, at least twenty-four (24) hours before the
date of the General Meeting (i.e. until 18.00 on 11.06.2025 at the latest).
Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.
Shareholders that vote as above before the General Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Company by 18.00 on 11.06.2025 at the latest.
ΙΙ. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the items of the General Meeting which will take place before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest forty-eight (48) hours before the date of the General Meeting (i.e. by 18.00 on 10.06.2025 at the latest), as specifically described below in D II.
Following this deadline, it will not be possible to participate by proxy in the vote that will take place before the General Meeting.
ΙΙΙ. If the quorum, as required by the Law and the Articles of Association in order to decide the whole or part of the original agenda, is not obtained during the meeting of 12 June 2025, at the Repeat General Meeting which will be convened on 23 June 2025 at 18.00, the right to vote remotely, by mail vote must be exercised again, by a vote that will take place before the Repeat General Meeting, in the following ways:
Either by exercising again the right to vote before the General Meeting through the electronic platform https://axia.athexgroup.gr/en/home in which they have previously created an account and have successfully registered as described in B. above, during the time period from 13.06.2025 at 12.00 and
until twenty-four (24) hours before the date of the Repeat General Meeting (i.e. until 18.00 on
22.06.2025 at the latest).
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Disclaimer
Hellenic Exchanges - Athens Stock Exchange SA published this content on May 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 08, 2025 at 16:00 UTC.