Hellenic Exchanges Athens Stock Exchange S A : 24th Annual GM - 12 June 2025 Report of the Audit Committee for 2024

Report on the activites of the Audit Committee

For fiscal year 2024

under article 44 par. 1 case ix of Law 4449/2017

1

HELLENIC EXCHANGES -ATHENS STOCK EXCHANGE S.A.

1. Introduction

   The Audit Committee of "HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE SA" (hereinafter "the Committee" or "AC"), is a Committee of the Board of Directors of the Company, within the context of the current legal framework and corporate governance principles for companies whose transferable securities are traded in an organized market. It operates within the framework of its Rulebook of Operation, as in force from time to time, which is approved by the Board of Directors.

   The Committee, in accordance with the provisions of paragraph i) of par. 1 of article 44 of Law 4449/2017, as in force, submits this Annual Activity Report, which provides information on its work during 2024 and until its preparation, to the Annual General Meeting. Furthermore, in accordance with circular no. 427/22.2.2022 of the Hellenic Capital Market Commission, this report is issued together with the Annual Financial Report of the Company for the fiscal year 2024 and forms a discrete part of its contents.

2. Purpose - Responsibilities

   The Audit Committee acts as an oversight committee to support the Board of Directors of the Company in order to oversee the quality and integrity of the accounting and auditing mechanisms, as well as the financial statement production operations.

   In fulfilling these responsibilities, the Audit Committee oversees (i) the financial reporting process, (ii) the external audit process, (iii) the effectiveness of internal control systems and (iv) the evaluation of the functioning of the Internal Audit Division and reports directly to the Company's Board of Directors (hereinafter the "Board" or "BoD").

   The responsibilities and operation of the Committee for the fulfillment of its purpose are further analyzed in the current Rules of Operation which are available on the website of the Group.

   To achieve its purpose, the Committee may seek professional advice or opinion and use the services of external consultants or other entities as it deems appropriate, as well as invite external consultants or other entities to meetings or assign audits to them, when required due to special circumstances.

   In carrying out its work in general, the Committee had full and unhindered access to all the information that was required and necessary for it to perform its duties. The Management of the Company provided the necessary infrastructure and staff for the effective execution of its work. Furthermore, the Committee had the opportunity to seek professional advice and use the services of external consultants when required due to special circumstances based on guidelines given by it and is provided with adequate funding to fulfill this purpose.

3. Composition

   According to the decision of the General Meeting of 8.6.2023 concerning the type, the term of office, the number and the qualities of the Members, the Audit Committee is a committee of the Board of Directors consisting of five (5) non-executive Members of the Board of Directors, out of which all five (5) are independent within the meaning of article 9 of Law 4706/2020.

   The term of office of the members of the Committee that are appointed by the Board of Directors in accordance with Article 44, par. 1c of law 4449/2017, as in force, follows 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.

   Based on the decision of the Board of Directors on 08.06.2023, which took into consideration the Recommendation of the Nomination & Compensation Committee of the Company, the following new members of the Committee were elected, and the Committee, following its formation as a Corporate body, has the following composition:

   Chairwoman Theano Karpodini, Independent non-executive member of the BoD Members John Costopoulos, Independent non-executive Vice Chairman of the BoD

   Giorgos Doukidis, Independent non-executive member of the BoD Polyxeni Kazoli, Independent non-executive member of the BoD Nicholaos Krenteras, Independent non-executive member of the BoD

   All members of the Committee have sufficient knowledge in the Financial Sector and fulfill all the criteria and prerequisites of article 44 of |aw 4449/2017 as in force, as well as the independence criteria of article 9 par. 1 and 2 of Law No. 4706/2020, as in force.

   All members of the Committee have sufficient knowledge of the Financial Sector and meet all the criteria and requirements of article 44 of Law No. 4449/2017, as amended, and the independence criteria of article 9 par. 1 and 2 of Law No. 4706/2020, as amended. Of the members of the Committee, the Chairperson, Ms. Theano Karpodini, additionally has proven sufficient knowledge and experience in accounting and auditing, related to international standards and is the member who is required to attend the meetings of the Committee related to the approval of the Financial Statements.

4. Meetings

   Within the framework of its responsibilities, in accordance with the current legislation and its Rulebook of Operation, the Committee meets regularly at least four (4) times a year, i.e. quarterly or ad hoc if necessary, at the invitation of the Chairwoman. In particular, the Audit Committee has the express right to meet as often as it deems necessary to perform its duties. The Committee Chairwoman briefs the BoD on the work of the Committee at each of its meetings.

   During fiscal year 2024, the Committee held a total of nine (9) meetings and all its decisions were taken unanimously. During each meeting, the examination and resolution of all items on the agenda was completed, after the required information documents had been distributed and other members of Management, the statutory auditors and other experts, had participated without the right to vote, as necessary in each case.

5. Assessment of the Committee

   The assessment of the effectiveness of the Committee is carried out in the context of the assessment process of the Board of Directors and its Committees as a collective body in accordance with the procedure approved by the Board of Directors at least annually and the assessment results are discussed at the Board to address any identified weaknesses.

   In 2024, the annual assessment of the Committee took place, and the Committee was characterized as being effective both in the role of supporting the Board, as well as in the provision of information about its work.

6. Activities of the Committee in fiscal year 2024

   The main issues within the Audit Committee's responsibility that it dealt with during 2024 and up to the drafting of this report are summarized below:

   1. Structure and procedures of the System of Internal Controls

      • Monitored and evaluated the adequacy and effectiveness of the policies, procedures and safeguards that comprise the Internal Control System (ICS),ensure the quality and the management of risks related to financial reporting without violating its independence.

      • Examined and evaluated the findings as well as the recommendations of both the internal auditors and the Certified Auditors who carried out the Statutory Audit and assessment of Internal Audit System, and the measures taken in this context.

      • Briefed the Board on the above.

      • Reviewed the management of the company's principal risks and uncertainties and their periodic review. In this context, it assessed the methods used by the company to identify and monitor risks, address the main ones through the Internal Control System and the IAD and disclose them in the published financial information in a proper manner.

        Based on the results of the annual audit work of the IAD and the findings and observations of the Statutory Auditors, it is not concluded that there are material weaknesses in the ICS for fiscal year 2024.

   2. Financial Statements - Statutory Audit

      • Met with the appropriate Management executives and was briefed on the financial reporting process, as well as on any issues that may have had an impact on the financial statements.

      • Was briefed by the Certified Auditors - GRANT THORNTON on the planning and annual schedule of the statutory audit of the Financial Statements for fiscal year 2024.

      • Reviewed the audit plan and audit approach for the statutory audit by the certified auditors for fiscal year 2024 and confirmed that it covers the key audit areas.

      • Discussed with the certified auditors the determination of Materiality, the Key Audit Matters and was informed of their engagement with Management on financial audit matters, without the presence of relevant management personnel.

      • Held meetings with the Company's Auditors - GRANT THORNTON, during the drafting stage of the audit reports, and was informed and evaluated the Supplementary Report of the Certified Auditors to the Audit Committee, pursuant to Article 11 of Regulation 537/2014, for fiscal year 2024.

      • Reviewed the Annual Financial Report for fiscal year 2024 and informed the Board of Directors of the result of the statutory audit, before the Board of Directors approves the Annual Financial Statements, prior to their publication.

      • Reviewed the interim six-month Financial Statements for the first half of 2024 and was informed by the certified auditors of their review of the individual and consolidated financial statements of the Company and its subsidiaries and informed the Board of Directors about them, before it approves them, prior to their publication.

      • Was informed of the financial results for the 1st and 3rd quarters of 2024 by the relevant management executives in both cases, was provided with the relevant draft announcement to investors and received assurances as to its correctness and the accuracy of the information.

      • Held meetings with the Company's Auditors - GRANT THORNTON, during the drafting stage of the audit reports, and was informed and evaluated the Supplementary Report of the Certified Auditors to the Audit Committee, pursuant to Article 11 of Regulation 537/2014, for the fiscal year 2023.

      • Reviewed the Annual Financial Report for fiscal year 2023 and informed the Board of Directors of the result of the statutory audit, before the Board of Directors approves the Annual Financial Statements, prior to their publication.

      • Was informed of the completion of the tax audit and the issuance of the tax certificate for fiscal year 2023.

      • In accordance with its approved process, it reviewed all services provided by the Auditors and confirmed that no services other than those required as part of the accounting, tax and other audits have been provided. Based on the information brought to the attention of the Company and Group departments, no issues on the independence of the Certified Auditors were raised.

      • Reviewed the independence of the Certified Auditors and, based on the monitoring of the services provided, assessed the performance of GRANT THORNTON as part of the Regular Audit of the Company's individual and consolidated Financial Statements for fiscal years 2023 and 2024.

      • It submitted a recommendation for the appointment by the General Meeting of the same Certified Auditor ("GRANT THORNTON CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS") to carry

        out the statutory audit of the Company for the fiscal year 01.01.2024 - 31.12.2024, as well as for the approval of the remuneration and terms of engagement, having considered the assessment of their audit work and maintaining their remuneration at the same level as for the audit of the previous fiscal year. This recommendation was made without any third-party influence and without there being or having been any contractual clause between the Company and any third party that limited the possibilities of choice by the Shareholders' Meeting in certain categories or lists of statutory auditors or audit firms, regarding the appointment of a certified statutory auditor or audit firm to carry out the statutory audit of the Company.

   3. Internal Audit

      • Approved the annual budget of the Internal Audit Division (IAD) for fiscal year 2024.

      • Was briefed and approved the fiscal year 2024 Annual Audit Plan for the IAD to ensure its effectiveness, taking into account key areas of business and financial risk, as well as the results of previous audits.

      • Monitored the effectiveness of Internal Audit as well as the execution of the audit program as implemented by the IAD, through the 2024 Quarterly Activity Reports, without compromising its independence.

      • Reviewed and assessed the Internal Audit Reports, as well as related management comments.

      • Monitored the development and progress in addressing the findings of the Internal Audit, briefed the Board of Directors of the Company about its findings and submitted proposals for the implementation of corrective measures, where deemed appropriate.

      • Held regular meetings with the Head of the IAD to discuss matters within her competence.

      • It was briefed on the results of the self-assessment of the operation of the Internal Audit function for 2023 and 2024. The self-assessment, which according to internal procedures is conducted annually by the Head of Internal Audit (except once every five years, when it is conducted by an external assessor), ranked the operation of the Internal Audit at the highest level of "Overall Compliance" and the result was considered to be very satisfactory.

      • It was informed about the impact of the implementation of the new Global Internal Control Standards of the Institute of Internal Auditors and followed the actions taken to adapt the internal audit function to them.

      • Conducted the annual assessment of the Chief Internal Audit Officer for 2024.

   4. Other matters

      • It monitored and assessed the Whistleblowing Framework and the relevant mechanisms available to the Group.

      • It submitted its Activity Report for fiscal year 2023 to the Annual General Meeting of shareholders on 13 June 2024.

7. Sustainable Development Policy

Recognizing the importance of the role that financial sector entities are called upon to play in the transition towards a greener and more sustainable economy, the Group has, since 2018, undertaken significant initiatives to promote non-financial transparency and the proper management of environmental, social and governance (ESG) issues. In 2021, the Board of Directors defined the Group's Sustainability Policy which is posted on our website.