Hellenic Exchanges Athens Stock Exchange S A : 24th Annual GM - 12 June 2025 Report of Independent Non-Executive Members of the BoD

Report of the Independent Non-Executive Directors of the Board of Directors

to the Annual General Meeting of Shareholders

under article 9 par. 5 of Law 4706/2020

HELLENIC EXCHANGES -

0

ATHENS STOCK EXCHANGE S.A.

This report was prepared jointly by the Independent Non-Executive Directors of the Board of Directors (hereinafter "BoD" or "Board") of "Hellenic Exchanges - Athens Stock Exchange S.A. Holding" (hereinafter "the Company") and is submitted to the Annual General Meeting of Shareholders on 12/06/2025 under theprovisions of article 9 paragraph 5 of Law 4706/2020 and the relevant guidelines published by the Hellenic Capital Market Commission.

Within the scope of their responsibilities as prescribed by the Law and the Company's Internal Rulebook of Operation, the Independent Non-Executive Directors of the BoD monitor and review the Company's strategy and its implementation and the achievement of its objectives, ensure effective supervision of the executive members, including monitoring and reviewing their performance, and review and express opinions on proposals submitted by the Executive Directors based on existing information.

The Board of Directors of the Company was elected by the General Meeting of 08/06/2023 and consists of eleven (11) members, of which one (1) is executive/CEO and ten (10) are independent non-executive. For their election, the requirements of the Law, the Suitability Policy for Members of the BoD, as well as the Guidelines on the management body of market operators and data reporting service providers which were issued by the European Securities Markets Authority (ESMA) on 19.12.2017. The BoD of the Company is characterized by intense diversity, including members of different nationalities and backgrounds who possess diverse skills and knowledge, while the level of gender diversity also exceeds the minimum requirements provided for in the legal framework.

The Board, which operates effectively to serve the long-term interests and the sustainability of the Company, exercises its responsibilities under the provisions of the legislation for public limited companies and companies with securities listed on a regulated market, the Company's Articles of Association and its Rulebook of Operation, also taking into account the requirements of the Hellenic Corporate Governance Code, which was adopted by the Board and is applied to the operation of the Company.

The priorities of the Board in the fiscal year 2024 were the preparation of the business plan for the period 2025-2027 and the budget for 2025, the implementation of the Company's business strategy, with the effective use of available resources, the supervision of the key projects undertaken by the Company, the assurance of the completeness and reliability of the data and information for the preparation of reliable financial statements and of non-financial information, the monitoring of the Internal Audit System, the identification and management of essential risks related to the business activity and the operation of the Company as well as the compliance procedures of the Company.

The Independent Non-Executive Directors of the BoD supervised and examined the strategy and the business plan of the Company and monitored their implementation and the achievement of the Company's objectives, as they are specifically developed in the Management Report of the Board of Directors and ensured the effective supervision of the executive members of the BoD.

The Independent Non-Executive Directors of the BoD effectively performed their supervisory duties and, in this context, carried out a thorough examination of the proposals submitted to the BoD. They were able to challenge them constructively by openly expressing their views considering all the information available to the BoD, thus ensuring that the interests of all stakeholders are considered in the discussions and decisions of the BoD and the Board Committees in which they participate.

The Independent Non-Executive Directors of the Board systematically supervised and monitored decision-making by management, repeatedly studied and verified the recommendations of the CEO and management regarding the achievement of the corporate objectives, both by submitting requests for the provision of additional information, as well as through a review of the results of the internal audits that were carried out. In performing their duties, for which they devote sufficient time, the Independent Non-Executive Directors of the Board act with independence,

impartiality, and integrity, expressing independent judgments and different perspectives and views stemming from the different backgrounds and experience of the members, all guided by a high degree of ethics and common sense.

In addition, Independent Non-Executive Directors have ensured the effective oversight of the CEO, including through the control and monitoring of his performance. Regarding the performance of the CEO, measurable performance targets were set, the degree of achievement of which was assessed and appraised and, in this context, a meeting of non-executive members of the Board of Directors was held, without the presence of the CEO, to discuss his performance.

During the monitoring and control of his performance, it was ascertained that he exercised his duties with a view to the optimal management of the Company, the proper management of its assets and the successful pursuit of its purpose. In addition, in the exercise of his duties and responsibilities, he managed corporate affairs in order to promote corporate interest, supervised the execution of the decisions of the Board of Directors and the general meeting and informed the other members of the Board of Directors about the corporate affairs.

Furthermore, he ensured that the non-executive directors were able to communicate seamlessly with the Company's senior management and were regularly briefed by the heads of divisions and units and consulted regularly with the non-executive directors on the appropriateness of the strategy being implemented and the progress of the implementation of the strategic directions. Further, the CEO ensured that all information necessary for the performance of the Board members' duties was available to them at all times.

By participating in the Board and its Committees, the Independent Non-Executive Directors of the Board continuously demonstrate their ability to act with independence of mind and a sense of duty, promoting transparency and due diligence, improving oversight of decision-making, devoting sufficient time, and demonstrating their commitment to the effective performance of their duties, acting in the interests of all stakeholders.

The Independent Non - Executive Directors of the Company are satisfied that the information provided in the Board of Directors' Report, and the Corporate Governance Statement 2024 included therein, is true and correct in all material respects and does not omit any material fact. Τhe Board of Directors' Report, and the Corporate Governance Statement 2024 were approved by the Board of Directors on 31.03.2025 and form an integral part of the Annual Financial Report for the year ended 31.12.2024. It is further noted that the items submitted to the Annual General Meeting of Shareholders, to which this Report is addressed, have been unanimously approved by the members of the Board of Directors, including the Independent Non-Executive Directors.

Athens, 28 April 2025

The Independent Non-Executive Directors of Hellenic Exchanges - Athens Stock Exchange

George Handjinicolaou	John Costopoulos	Konstantinos Vassiliou	Dimitrios Dosis	George Doukidis
Polyxeni Kazoli	Theano Karpodini	Nicholaos Krenteras	Spyridoula Papagiannidou	Thomas Zeeb