HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE S.A.

2023 ANNUAL FINANCIAL REPORT

For the period 1 January 2023 – 31 December 2023

In accordance with the International Financial Reporting Standards

ATHENS EXCHANGE GROUP

110 Athinon Ave.

10442 Athens GREECE

GEMI: 003719101000

2023 ANNUAL FINANCIAL REPORT

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Table of contents

1. DECLARATIONS BY MEMBERS OF THE BOARD OF DIRECTORS ............................................................................

4

2. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS .....................................................................................

6

Business Developments in 2023 ..........................................................................................................................

7

Comment on the results ...................................................................................................................................

10

Non-Financial Reporting ....................................................................................................................................

13

Risk Management .............................................................................................................................................

18

Management of the Clearing Fund ...................................................................................................................

22

Hellenic Energy Exchange (HEnEx) ....................................................................................................................

23

Hellenic Corporate Governance Council (HCGC) ...............................................................................................

23

Participation in Boursa Kuwait ..........................................................................................................................

23

Report on the activities of the Audit Committee for fiscal year 2023 ..............................................................

25

2.2. Corporate Governance Statement .......................................................................................................

31

TRANSACTIONS WITH RELATED PARTIES OF THE ATHENS EXCHANGE GROUP ................................................

93

Composition of the BoDs of the companies of the Group ................................................................................

97

Significant events after 31.12.2023 ..................................................................................................................

99

Alternative Performance Measures ................................................................................................................

100

3. AUDIT REPORT BY THE INDEPENDENT CERTIFIED AUDITORS ACCOUNTANTS ................................................

103

4. 2023 ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS ..........................................................

110

4.1. Annual Statement of Comprehensive Income ...................................................................................

111

4.2. Annual Statement of Financial Position .............................................................................................

113

4.3. Annual Statement of Changes in Equity .............................................................................................

114

4.4. Annual Cash Flow Statement ..............................................................................................................

116

5. NOTES TO THE 2023 ANNUAL FINANCIAL STATEMENTS .................................................................................

117

5.1. General information about the Company and its subsidiaries ...........................................................

118

5.2. Basis of presentation of financial statements and key estimates ......................................................

118

5.3. Material Accounting Principles ...........................................................................................................

120

5.4. Other accounting principles and new standards ................................................................................

130

5.5. Capital Management ..........................................................................................................................

135

5.6. Segment Information .........................................................................................................................

135

5.7. Overview of the capital market ..........................................................................................................

136

5.8. Trading ................................................................................................................................................

136

5.9. Post trading ........................................................................................................................................

137

5.10. Listing .................................................................................................................................................

137

5.11. Data services ......................................................................................................................................

138

5.12. IT, Digital and Other Services .............................................................................................................

138

5.13. Ancillary services ................................................................................................................................

138

5.14. Hellenic Capital Market Commission fee ............................................................................................

139

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5.15. Personnel remuneration and expenses ..............................................................................................

139

5.16. Third party remuneration and expenses ............................................................................................

139

5.17. Maintenance / IT Support ..................................................................................................................

140

5.18. Building / equipment management ...................................................................................................

140

5.19. Utilities ...............................................................................................................................................

140

5.20. Other operating expenses ..................................................................................................................

141

5.21. Taxes ...................................................................................................................................................

141

5.22. Owner occupied tangible and intangible assets .................................................................................

141

5.23. Leases .................................................................................................................................................

144

5.24. Real Estate Investments .....................................................................................................................

145

5.25. Participations and other long-term claims .........................................................................................

146

5.26. Trade and other receivables ...............................................................................................................

147

5.27. Financial assets ...................................................................................................................................

149

5.28. Cash and cash equivalents ..................................................................................................................

149

5.29. Third party balances in bank accounts of the Group ..........................................................................

150

5.30. Deferred Tax .......................................................................................................................................

150

5.31. Contractual obligations ......................................................................................................................

152

5.32. Equity and reserves ............................................................................................................................

154

5.33. Employee benefit obligations .............................................................................................................

155

5.34. Trade and other payables ...................................................................................................................

157

5.35. Taxes payable .....................................................................................................................................

157

5.36. Social security organizations ..............................................................................................................

158

5.37. Current income tax and income taxes payable ..................................................................................

158

5.38. Related party disclosures ...................................................................................................................

160

5.39. Earnings per share and dividends .......................................................................................................

162

5.40. Revenue from participations ..............................................................................................................

163

5.41. Litigation or arbitration disputes and other contingent liabilities ......................................................

163

5.42. Risk Policies and Management ...........................................................................................................

163

5.43. Fair value ............................................................................................................................................

164

5.44. Events after the date of the Statement of Financial Position .............................................................

167

5.45. Adjustments .......................................................................................................................................

167

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1. DECLARATIONS BY MEMBERS OF THE BOARD OF DIRECTORS

(in accordance with article 4 of Law 3556/2007)

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WE DECLARE THAT

1. to the best of our knowledge, the separate and consolidated Financial Statements of the Group and the Company, which have been prepared in accordance with the International Financial Accounting Standards as adopted by the European Union and are in effect, reflect in a true manner the assets, liabilities and equity on 31.12.2023 and the results for fiscal year 2023 of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX), as well as of the companies that are included in the consolidation taken as a whole;

2. to the best of our knowledge, the attached report of the Board of Directors for fiscal year 2023 reports in a truthful manner the performance and position of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX), as well as of the companies that are included in the consolidation taken as a whole, including a description of the main risks and uncertainties that they face;

3. to the best of our knowledge, the separate and consolidated Financial Statements for fiscal year 2023 are those that have been approved by the Board of Directors of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX) on 27.03.2024 and have been published by being uploaded on the internet, at

www.athexgroup.gr

.

Athens, 27 March 2024

THE

CHAIRMAN OF THE BoD

THE

CHIEF EXECUTIVE OFFICER

THE

MEMBER OF THE BoD

GEORGE HANDJINICOLAOU

YIANOS KONTOPOULOS

GIORGOS DOUKIDIS

ID: Χ-501829

ID: AA-246553

ID: X-468731

2023 ANNUAL FINANCIAL REPORT

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2. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

OF “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.” FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2023 (in accordance with article 4 of Law 3556/2007)

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The Board of Directors of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE SA (Athens Exchange or ATHEX or the Company) publishes its Report on the separate and consolidated Financial Statements for the fiscal year that ended on 31.12.2023, in accordance with the provisions of Law 4548/2018, Law 4706/2020, article 4 of Law 3556/2007 and the implementation decisions issued thereon by the Board of Directors of the Hellenic Capital Market Commission.

The separate and consolidated annual financial statements have been prepared in accordance with the International Financial Reporting Standards that were adopted by the European Union.

Business Developments in 2023

In 2023 the Group continues to implement its new strategy, which is based on 5 main pillars: a) increase trading activity; b) increase revenue from existing services and explore new ones; c) optimize servicing its international customers; d) improve the operational model of the Group; and e) digital innovation.

Activity on the Athens Stock Exchange markets

Key market data

The Athens Exchange General Index closed on 31.12.2023 at 1,293.14 points, 39.1% higher than the close at the end of 2022 (929.79 points). The average capitalization of the market was €80.7bn, increased by 27.5% compared to 2022 (€63.3bn).

The total value of transactions in 2023 (€27.6bn) is 50.8% higher compared to 2022 (€18.3bn), while the average daily traded value was €111.0m compared to €73.7m in 2022, increased by 50.6%.

In 2023, capital totaling €1.74bn was raised, out of which €600m through bond issues.

Organized market – corporate actions

In November, the Hellenic Financial Stability Fund (HFSF) disposed of 22% of the existing shares of National Bank of Greece (NBG) through a successful public offer. Shares worth €1.1 billion were transferred to private investors.

This followed the sales in 2023 of 1.4% of Eurobank's shares (EUROB) worth €93.7 million in September and 9% of Alpha Bank's shares (ALPHA) worth €293.5 million in October.

The largest corporate actions in 2023 were the following:

Corporate actions – share listings (IPOs*, rights issues)

Company

Corporate action

Capital raised (€m)

Comment

Optima Bank

IPO

151

Trade Estates

IPO

56

Orilina Properties

IPO

31

AustriaCard Holdings AG

IPO

0

Dual listing at the Vienna and Athens Exchanges

Attica Bank

Rights issue

473

Intralot

Rights issue

135

OPAP

Rights issue

106

Dividend reinvestment

Trastor

Rights issue

75

* IPO – Initial Public Offer

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Corporate actions – bond listings

Company

Duration | interest rate

Capital raised (€m)

Comment

Mytilineos

7 years | 4.0%

500

Ideal Holdings

5 years | 5.5%

1 00

International collaborations

In 2023, the Group expanded its international partnerships, successfully completing an important milestone towards the integration of the Albanian energy market under the EU Target Model, which resulted in the successful launch of the Day-ahead Energy Market of the Albanian Energy Exchange (ALPEX) and its trading and post-trading activities. The Group together with the support and contribution of the Hellenic Energy Exchange (EnExGroup) created a new regulatory framework, the relevant systems and operational procedures, as well as the implementation of the relevant training and awareness raising activities for the participants. The aforementioned cooperation continues in order to bring to fruition the other ALPEX actions for the implementation of European standards and the wider cooperation between the Energy Markets in the region.

Improving the operation of the Group

In 2023, the Group continued a series of projects aimed at upgrading and improving its services. In collaboration with an external consultant, it is proceeding with the planning of the reorganization and change of the IT operating model to optimally support its strategic objectives.

The main projects and actions of the ATHEX Group in 2023 concerned the continuous improvement of its operating environment and its adaptation to the developments resulting from the new major European initiatives in the field of clearing services. Initially, the Group proceeded to identify and record the specifications required to adapt its services and systems to the requirements of the new EMIR REFIT Regulation, as significant changes are expected to be required in the implementation of EMIR TR, which concerns the obligation to report trades and positions for derivative products. The project will be completed and put into production on 29.04.2024.

Finally, in the context of the European Central Bank's (ECB) "T2-T2S Consolidation" project, which concerns the technical and operational consolidation of the TARGET2 payment system and the TARGET2-Securities (T2S) settlement system and aims to optimize the liquidity management of participants through a central liquidity management (CLM) tool, the Company has made the necessary adjustments to its services by introducing the use of new ISO 20022 messages and new interconnection services from the SWIFT provider. The project went into production on 20.03.2023.

New products and services

During 2023 the Group developed new services from which it started to generate revenue.

• As part of its ongoing efforts to develop the derivatives market, expand its product portfolio and enhance its visibility in the international investment community, the Group collaborated with MSCI for the creation of a new derivative product linked to the new MSCI Greece Rebased Index, which started trading on the Athens Exchange's derivatives market on 10 May 2023.

• The Group's innovative electronic service for companies to organize hybrid General Meetings was designed and put into production. With this upgrade, the Group, in addition to maintaining its revenues, satisfied the needs of its customers for more effective General Meetings with a hybrid model using digital technology.

Promoting the market

In 2023 the Group participated in new events organized in collaboration with other renowned market participants to promote the Greek capital market.

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• In June, the European MidCap Event was organized for the first time in Geneva, in collaboration with CF&B Communication, and was attended by senior executives of listed mid-cap companies who met with fund managers of Swiss investment houses to inform them about the profile and investment plans of their companies.

• Similar conferences were organized in collaboration with CF&B Communication in Paris in June, and in Frankfurt in October.

• In September HSBC organized an investor trip (reverse roadshow) in Athens with the support of the Athens Stock Exchange, at which representatives from major foreign investment firms had the opportunity to meeting with senior executives of ATHEX listed companies, including the ATHEX Group, as well as with government officials and representatives from other Greek institutions.

• In November it joined forces for a second year with Morgan Stanley to organize the Greek Investment Forum, which took place at the Morgan Stanley Conference Center in London, in which companies listed on the Exchange participated and had meetings with institutional investors.

In addition, in July, the Group and the European Bank for Reconstruction and Development (EBRD) announced the launch of a tender for the project: "PR 009896 - Research Coverage Project: Provision of research coverage services for selected listed Greek companies in the Athens Stock Exchange." This project is run by the EBRD as part of its "SME Pre-Listing Support" program, which is funded by Greece and supported by the Athens Stock Exchange. This significant initiative aims to showcase the potential of ATHEX-listed companies and foster the growth of the Greek capital market. The objective of the project is the production of free, publicly available, high- quality research reports for at least eight less covered companies listed on the Athens Stock Exchange over a 2- year period, which is expected to increase the companies covered to investors and increase their market liquidity.

Environment – Society – Corporate Governance (ESG)

Regarding the ESG sector (Environment, Society and Corporate Governance), in 2023 the Group launched the operation of the ATHEX ESG Data Portal, which is an integrated information system for the collection of ESG data for Greek listed and non-listed companies.

Already in a very short time since the launch of the new platform, more than 120 companies have registered and many of them are already using the new services we provide to improve their ESG disclosure. The platform is also a central reference point for investors who wish to find standardized, and therefore more easily comparable, information related to companies' ESG actions.

This new initiative is part of the Group's actions to mobilize the ecosystem on issues related to ESG, in response to its institutional role in the Greek capital market.

These actions include, among others, participation in the United Nations "Sustainable Stock Exchanges" initiative, the publication of the "ESG Information Disclosure Guide", the creation of the "ATHEX ESG Index" and the "ATHEX BONDS GREENet" information node, as well as the organization of a series of seminars on ESG and sustainable finance.

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Comment on the results

Results of the Group for 2023

Turnover in 2023 for the Athens Exchange Group was €47.1m compared to €37.8m in fiscal year 2022, increased by 24.5%. 61.3% of the turnover of the Group is from fees on trading, post-trading services (mainly clearing and settlement) of trades on the Athens Exchange, 15.7% is from technology services such as digital services, infrastructure and technology solutions to other markets, and 23.1% from other services (listings / services to issuers, data services et al.)

In 2023 EBITDA was €19.0m compared to €12.5m in the corresponding period last year, increased by 52.3%.

Earnings Before Interest and Taxes (EBIT) were €15.2m vs. €8.7m in the corresponding period last year, increased by 74.0%.

After deducting €3.9m in income tax, the net after tax earnings of the Athens Exchange Group amounted to €13.0m, increased by 58.3% compared to fiscal year 2022. After including Other Comprehensive Income (valuation of real estate and participations), earnings amount to €12.2m compared to €9.4m in the previous fiscal year, increased by 30.1%.

Parent Company of the Athens Exchange Group

For the parent company, turnover was €21.8m in 2023, increased by 21.6% compared to 2022.

In 2023 EBITDA was €5.5m compared to €3.3m in the corresponding period last year, increased by 67.9%.

Earnings Before Interest and Taxes (EBIT) were €3.2m vs. €1.1m in the corresponding period last year, increased by 181.4%.

After deducting €970 thousand in income tax, the net after tax earnings for the parent company amounted to €8.1m vs. €6.3m, increased by 29.5%. After including Other Comprehensive Income (valuation of participations), earnings amount to €6.6m compared to €6.9m in the last fiscal year, reduced by 4.5%.

Financial assets at fair value through other comprehensive income

After its successful participation in the contest by CMA Kuwait to privatize Boursa Kuwait, ATHEX is a shareholder of Boursa Kuwait with a 0.779% stake, corresponding to 1,564,500 shares.

The shares of Boursa Kuwait began trading in the Kuwait organized securities market on 14.09.2020. On 31.12.2023 the shares posted a valuation loss of €1.9m compared to 31.12.2022 which is accounted in the special securities valuation reserve.

Third party balances in ATHEXClear bank accounts

The Group, through its subsidiary ATHEXClear is aligned with the corporate governance framework determined by Regulation (EU) 648/2012 of the European Parliament and Council (EMIR Regulation), and keeps all cash collaterals that are being managed by the Company and concern the cash market and the derivatives market, as well as the cash balances of ATHEXClear, in an account it maintains at the Bank of Greece (BoG) as a direct participant over the internet to the TARGET2-GR Express Transfer of Capital and Settlement System in real time (TARGET2-GR).

Therefore, its own cash balance and the balances of third parties (margins) are deposited in the same account that ATHEXClear maintains at the Bank of Greece, and as a result a separation of the assets is necessary for the collateral that ATHEXClear collects to be shown separately in the current assets of 31.12.2023. In the Statement of Financial Position of 31.12.2023, they are reported as equal amounts in both current assets and short-term liabilities as “third party balances at the Company bank account” and concern exclusively the margins in the derivatives market that were deposited in the bank account that ATHEXClear maintains at the BoG on 31.12.2023.

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On 31.12.2023 at the BoG bank account cash market margins of €137.3m and derivatives market margins of €127.5m had been deposited.

Share Capital

The share capital of the Company is €25,346,160.00 and is divided into 60,348,000 shares, with a par value of €0.42 each.

The Company is listed on Athens Exchange, and its shares are traded in the ATHEX cash market, in the Main Market – High Liquidity Class. The shares of the Company are common registered, with a voting right.

Treasury Stock

The General Meeting on 31.05.2021 granted 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 not to exceed twelve (12) months, at a minimum price of €0.49 and a maximum price of €5.00 per share. The maximum number of own shares acquired will not exceed 10% of the paid-in share capital.

The share buyback program began on 3.12.2021 and was completed on 30.11.2022. The Company possesses 2,498,000 shares, at an average acquisition price of €3.336 per share and a total cost of €8.33m; these shares correspond to 4.14% of the voting rights of the Company.

The General Meeting on 08.06.2023 granted 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 not to exceed twenty-four (24) months, at a minimum price of €0.42 and a maximum price of €6.00 per share. The maximum number of own shares acquired will not exceed 10% of the paid-in share capital.

No shares have been acquired under the new program as of 27.03.2024.

Dividend policy

The Annual General Meeting of Hellenic Exchanges-Athens Stock Exchange shareholders on 08.06.2023 decided to distribute dividend for fiscal year 2022 amounting to €9,052,200 or €0.15 per share to shareholders. Out of this amount, €6,638,280 concerns the distribution of part of the excess mandatory regular reserve of the Company. The ex-date of the right to the dividend was on 14.06.2023, and the dividend was paid on 20.06.2023.

Related party transactions

Transactions that concern payroll costs for the executives and the executive members of the BoD for 2023 amounted to €3,025 thousand for the Group and €2,448 thousand for the Company. Besides these transactions, as well as the transactions mentioned in note 5.38 of the attached financial statements, there are no other related party transactions, as defined by IAS 24, which could materially affect the financial position or the performance of the Group during the period in question. There is no (credit or debit) balance from these transactions on 31.12.2023. For the other related party transactions, see note 5.38.

Branch Offices

The Group through its subsidiary “HELLENIC CENTRAL SECURITIES DEPOSITORY” – ATHEXCSD has a branch office in Thessaloniki, at Katouni St.

Prospects for 2024 and beyond

Both the Greek and the global economy slowed down in 2023. However, it is proving more resilient than was forecast at the beginning of the year. Persistently high inflation, albeit falling, high debt, the impact of the war in Ukraine and a renewed increase in uncertainty since October due to geopolitical tensions in the Middle East are having a negative impact on economic activity and expectations.

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According to the Bank of Greece's Interim Report published in December 2023, the Greek economy continued to grow in 2023. For 2024 and 2025, the Greek economy is expected to grow at 2.5% from 2.4% in 2023 and to decline slightly to 2.3% in 2026.

General inflation slowed down significantly, primarily due to the continued decline in energy commodity prices.

The main drivers of the economy in the coming years will continue to be private consumption, investment, and exports, while the net contribution of the external sector will be marginally negative. Monetary policy is expected to continue to have a contractionary effect on economic activity by keeping interest rates high, while investment will contribute positively to growth thanks to the resources of the Recovery and Resilience Mechanism.

Despite the deteriorating international environment and increased uncertainty, the resilience of the Greek economy was recognized by the rating agencies, culminating in the upgrade of the credit rating of Greece to Investment Grade. These developments were supported by a steadily improving fiscal performance, underpinned by positive and strong economic growth rates above the European average.

The reduction in energy prices and the confirmation of forecasts that inflation is decelerating, despite the ongoing military conflict in Ukraine and the middle east, will allow a rapid return to normality and risk appetite, creating a positive outlook for the strengthening of domestic business sentiment. This is reflected in the Greek capital market, with the General Index in the first quarter (to 26 March) of the year posting an increase of 10.0% to 1,422.51 points, and the average daily traded value increasing by 31.1% compared to 2023 (€145.5m vs. €111.0m).

In the near future, the contribution of the Recovery Fund resources is expected to be felt, as described in the Greece 2.0 plan, the Greek capital market is expected to play a central role with positive results for the operation of the Group.

Turnover – risks and uncertainties

Besides the fees from trading that takes place in the ATHEX markets and which are collected through the Members, important revenue streams for the Athens Exchange Group are also fees from orders and Member terminals, revenue from Member and Operator subscriptions, revenue from subscriptions and rights issues of listed companies and corporate actions in general, revenue from data vendors, revenue from administrative, IT and IT support services, educational services etc.

The turnover of the Athens Exchange Group depends, to a large extent, on factors over which it has no influence, since they are connected with developments in the Greek capital market, which in turn are affected by a series of factors such as, the key financial data of listed companies, the fundamental macroeconomic data of the Greek economy as well as developments in international capital markets.

Contrary to revenues, which cannot be controlled by the companies of the Group, on the cost side concerted efforts are being made to rationalize them, in order to improve the financial results of the Group and allocate them in activities of added value.

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Non-Financial Reporting

Business model

Trading: The Athens Exchange operates the infrastructure necessary so that the organized markets for stocks, bonds and derivatives – on other securities or indices (such as stocks, exchange indices et al.) – ensure the level of transparency and effectiveness legislated in Europe. The Athens Exchange also operates the Alternative Market (EN.A) for smaller, dynamic companies.

Post-trading: Clearing: Clearing is the process followed that ensures that transactions entered into will be concluded with their settlement by covering counterparty risk. The Clearing House of the Group, ATHEXClear, provides the clearing platform and operates as central counterparty (CCP): as buyer to sellers, and seller to buyers, in order to minimize counterparty risk.

Post-trading: Settlement: Settlement is the process of exchanging securities and cash between buyers and sellers in order to conclude the transactions they have entered into. The recording of the various credit and debit entries into the investor accounts on the Dematerialized Securities System (DSS) by licensed Investment Services Firms and banks (DSS Operators) takes place at this stage. The ATHEXCSD subsidiary provides the relevant service following international rules and practices.

Post-trading: Registry: After settlement is completed, securities are safely kept by DSS Operators in the investor accounts at DSS, where companies with listed securities (issuers) find the owners of the securities, and owners of securities find their portfolios. The ATHEXCSD subsidiary provides issuers with securities services for managing corporate actions (such as rights issues et al.) and payment distributions (such as dividends and interest).

Listing/ services to issuers: In order to grow, dynamic companies of all sizes chose capital markets to raise capital. The Athens Exchange supports and facilitates the process of issuing stocks and bonds for financing companies using the tools that it develops, ensuring the tradability of the securities issued under internationally standardized rules.

Data Services: Private and professional investors make investment decisions based on market information and data. The Athens Exchange provides information on the cash, bond and derivatives market, such as real-time data, historical data, index information et al.

IT, Digital and Other Services: Information Technology systems and infrastructure are the foundations of the Group for all of the services it provides. The Group develops and supports trading, clearing, settlement and registry systems as well as the necessary network infrastructure, with a high degree of availability, and provides the infrastructure for services such as technology solutions to the Energy Exchange Group, Boursa Kuwait, Electronic Book Building (EBB), Axialine, AXIA e-Shareholders Meeting, colocation, LEI-EMIR TR-SFTR services, X- Net / Inbroker Suite et al.

Ancillary services: This category includes support services of other markets such as the Energy Exchange Group, education, services to investors et al.

Sustainable and ethical business

The Company follows commercial, organizational and operational practices in accordance with the rules, laws and regulations, as dictated by national and European regulatory authorities, and ensures that it receives all relevant licenses for its products, services and operations.

As part of its sustainable development, the Company monitors all developments in the European and international market and ensures that its operations and the services it provides meet the current needs of investors, market participants and society.

The fundamental values that govern the culture of the Athens Exchange Group and guide its activities are integrity, responsibility and respect. The Company sets high standards of ethical behavior and has as a principle zero tolerance for incidents of fraud, corruption and market abuse, implementing appropriate measures to monitor, prevent and deal with such incidents throughout the range of its activities. The process and standards

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of accountability and transparency for the detection of the aforementioned incidents are described in the Group’s Whistleblower Policy.

The Company is an active member and supports the efforts of CSR Hellas (Greek Network for Corporate Social Responsibility) whose mission is the integration of corporate responsibility in the strategy and core operations of companies, and the achievement of balance between profitability and sustainable development. At the same time, the Company participates in the United Nations Sustainable Stock Exchanges (SSE) initiative, which aims to develop sustainable investments in global capital markets, and encourages the dissemination of best practices for the disclosure of non-financial information and the improvement of corporate performance in matters concerning the environment, society and corporate governance (ESG).

Sustainable Finance

Having recognized the key role of the financial sector in the transition to a green and sustainable economy, the Group is developing initiatives to promote non-financial transparency and drive performance on environmental, social and governance matters (ESG). As part of its participation in the UN Sustainable Stock Exchanges Initiative (SSE), the Group has developed an “ESG Reporting Guide”, a practical tool for listed and non-listed companies.

The Group participates in activities that increase awareness and the dissemination of global best practices to develop sustainable finance in the Greek market. We support sustainable finance initiatives like the EU Commission’s action plan for sustainable finance, and aim to further enhance our activities on matters of sustainable development.

Operation of the Group

The Group is constantly striving to improve all aspects of its operations based on international standards. In particular, the Group has adopted the following standards:

Standard

ATHEX

ATHEXCSD

ATHEXClear

Business Continuity

ISO 22301

✓

Quality Management System

ISO 9001:2015

✓

Information Security Management System

ISO/IEC 27001:2013

✓

In addition, since 2021 it has adopted a Code of Conduct for Suppliers and Partners, with which suppliers and collaborators of the Group are obliged to comply.

Employees and society

The Group, through its published Code of Business Conduct, has defined the ethical and behavioral framework that governs its activities and forms the basis of all interactions of its employees and partners across the range of its activities, in accordance with the values of integrity, responsibility and respect. The Code of Business Conduct, together with the regulations, policies and internal procedures in place, outlines our collective responsibilities to conduct the Group's business in accordance with the highest standards of business ethics and in compliance with all applicable laws and regulations.

COVID-19 pandemic

In 2023, in the aftermath of the end of COVID-19, the Athens Exchange Group continued to operate efficiently ensuring a safe and healthy environment for its employees, visitors, customers and partners.

Since the beginning of the pandemic, Athens Exchange Group proceeded to rapidly take preventive measures to protect its employees. Specifically, the following actions were carried out in 2023:

• Implementation of a hybrid working model combining working a minimum of 2 days from the office and 3 days from home. In 2023, each employee worked remotely an average of 55% of his/her time.

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• Regular disinfections of the building housing the Group's companies.

• Testing for COVID-19 for staff working physically on the premises as well as for security and cleaning staff of partner companies for prevention purposes, as necessary.

• Daily provision of instructions, health prevention/protection material (masks, antiseptics) and Rapid tests to visitors and staff on unscheduled visits to the Group's building.

Respect for human rights

The Group has published a Human Rights Statement demonstrating its commitment to upholding fundamental human rights and implementing responsible practices in the workplace.

• It offers a working environment of equal opportunity and equal treatment to all staff, with respect for human rights and labor rights as provided in the current legal framework and the Group's human resource policies.

• It ensures the creation of a safe working environment, in accordance with national and European laws and regulations, ensuring the effective management of issues of health, safety and well-being of staff. In this context, the Group facilitates and encourages in every way the equal access of employees and visitors with mobility problems to its facilities.

• It condemns any form of office, sexual, internet or other form of harassment in the workplace.

• It has zero tolerance for child labor or forced labor in all its business activities inside and outside the country.

• It respects the right of all employees to participate in the Employee Union and complies with the laws concerning employee representation. It maintains an open dialogue with the President and the members of the Board of the Employee Union and invests in the formation of a relationship based on mutual trust, with the aim of ensuring tranquility in the workplace and the interests of employees. The aim is to communicate and inform the members of the Board of the Employee Union for issues related to the Group's human resources and a thoughtful and consistent effort is made for honest communication, information and mutually acceptable solutions for the benefit of all parties involved.

In order to create a work environment and conditions that help to optimize employee productivity and consequently the sustainability of the Company, the Company encourages the exchange of ideas, views and information between employees, protects their personal and sensitive data and has zero tolerance by taking the necessary measures to detect and deal with malicious or offensive behaviors of bullying and harassment in the workplace.

Gender equality

As an operator of the Greek capital market, the Athens Stock Exchange plays a leading role in influencing the Greek market and the business world to promote sustainable business practices on gender equality that in the long run lead to the creation of a competitive advantage for Greek companies through optimal management. for more effective decision making, higher productivity, increased customer satisfaction and attraction, reputation and reliability.

In addition, the Group is committed to maintaining a work environment that values and promotes respect and diversity, equality and inclusion.

In this context, the Group is implementing the two-year

Equality Plan

(2021-2023) as a practical commitment to

the principles of gender equality and the reconciliation of professional and private life of its employees.

Investment in human resources

The Group's Management invests in human resources, with an emphasis on training, the development of employees' skills, moral and financial rewards for productivity and a better work-life balance. The Group ensures that excellent working conditions are maintained, identifies and addresses psychosocial risks in the workplace proactively and in a timely manner, and makes the health and well-being of employees a priority.

Employees can take advantage of health benefits through the group life and health insurance program. They also have access to an occupational physician by telephone due to the conditions of the pandemic. In addition,

2023 ANNUAL FINANCIAL REPORT

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through the "I deserve" program, they can take advantage of services such as the 24-hour Helpline by specialized occupational psychologists for both employees and their families, as well as online counseling activities on mental health, nutrition and well-being. At the same time, the Group conducts a voluntary blood donation program covering the blood needs of employees and their relatives.

Finally, since the beginning of 2020, the Occupational Insurance Fund (OIF) of the Group's employees was implemented, in which regular and extraordinary employer contributions are paid, investing in their long-term insurance.

Indicative metrics for the Group

2023

2022

Employees

Number of employees (year-end)

251

236

% of employees with full time employment

100%

Average age of full-time employees

47 years

Women employees (% of total)

44%

42%

Women employees in senior management positions (%)

28%

32%

Voluntary turnover (%)

2%

13%

Involuntary turnover (%)

0%

Health - insurance

Days of absence due to illness per employee

1.78

2,38

Average cost of health insurance per employee

€2,026

€1,768

Average contribution to private pension fund per employee

€1,486

€1,324

Lifelong Learning & Financial Literacy

The Group invests in the continuous education, professional training and personal development of its employees, aiming at the more effective performance of their work and the achievement of corporate objectives. It finances and encourages the participation of employees in postgraduate programs, professional certification programs, internal training seminars on general and specific topics, as well as their participation in conferences.

Indicative metrics for the Group

2023

2022

Education – internships

Average employee training hours (top 10% by total compensation)

13

9.5

Average employee training hours (bottom 90% by total compensation)

28

27.0

Employee training expenditure

€74,268

€63,009

Number of student internships

15

14

The commitment of the Group to support employees and their families and support lifelong learning, is being implemented through the Group’s annual Excellence Awards & Scholarships program, designed for the children of employees that are commencing or are intending to commence university studies.

The promotion of financial education to combat the issue of financial illiteracy is an important objective of the Group, which runs an information and training program for school and university students through the ATHEX Academy. The training programs, addressed at primary, secondary and higher education students, aim to develop skills that contribute to the vocational orientation of young people. In this context, among others, the Athens Exchange Group participates in the initiatives of public and private entities to promote internships in companies, and annually employs undergraduate and postgraduate students with a high skillset, investing in the new generation of employees and attracting new employees with talent and potential for integration and professional development in the Group.

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Corporate Social Responsibility

The Group’s Corporate Social Responsibility activities are structured on three pillars – Environment, Society and Entrepreneurship/Extroversion. In 2023, the Group contributed to the work of non-profit organizations through sponsorships and donations totaling €91 thousand.

Society

As a sign of solidarity, the Group contributes to non-profit and public organizations that support local communities and protect vulnerable social groups like young people and children, who are the future of Greek society.

Organizations we supported in 2023

Floga: Association of Parents of Children with Neoplastic Disease

AMIMONI – Panhellenic Association of Parents, Guardians and Friends of People with Visual Impairment and Other Disabilities

GALILEE – Palliative Care Centre

Center for Special Education of Children & Adults with Disabilities

Network of social solidarity and assistance

Fire Brigade of Rodopi

3rd Primary School of Palamas Karditsa

Social grocery store

Entrepreneurship / Extroversion

The Group also supports the extroversion of Greek entrepreneurship and the Greek economy, by contributing to organizations and professional groups in the wider entrepreneurial and capital markets ecosystem in which we operate.

Organizations we supported in 2023

Kariera.gr

The Network Forum Ltd

Capital Link ICN

SED – Hellenic Investors Association

Hellenic Institute of Internal Auditors

Certifications / Awards

Through the direct, anonymous and confidential assessment conducted for the company's employees regarding their experience of their working environment, the Group was distinguished and received the Great Place to Work® Certification, following a methodical and thorough evaluation by Great Place to Work® Hellas.

Environment

The Athens Exchange Group, having as a key objective the sustainable management of energy resources and the reduction of its environmental and climate footprint, has set clear environmental targets and has designed recycling programs that promote eco-efficiency and awareness of environmental and social responsibility issues.

The Group is developing strategies to monitor energy consumption, make better use of renewable energy sources and reduce emissions that contribute to climate change. In the context of the Sustainable Development Goals (SDGs), the Paris Climate Agreement (2015) and the European Green Deal, monitoring international

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developments, improving the Group's environmental performance and identifying risks and opportunities arising from climate change are key areas for strengthening our environmental policy.

Indicative metrics for the Group

2023

2022

Environment

Electricity consumption (m KWh) (1)

3.78

4.67

Electricity consumption (% of total energy consumption) (1)

93%

Electricity from renewable energy sources (% of total) (1) (2)

100%

Scope 1 emissions (tonnes of C0 2 equivalent) (1)

110.6

49.0

Scope 2 emissions (tonnes of C0 2 equivalent) (1)

296.9

74.6

Water consumption (cubic meters)

807

1,264

Corporate car fleet - % electric / hybrid

84%

43%

Recycled paper (kg)

2,070

250

Recycled batteries (kg)

41

42

1. Includes energy consumption for the needs of the Group. Does not include energy consumption for the Colocation service offered by the Group, as this cost is re-invoiced to the clients of this service; does include energy consumption for the Disaster Recovery Site [DRS] where the Group is hosted.

2. Starting in 2021 the Group consumes green electricity, based on a contract signed with its supplier.

Risk Management

General – Risk management environment

A major consideration of the Athens Exchange Group (Group) is the management of risk that arises from international developments in the sector, its business activities and its business operation.

The Group, as operator of the capital market, has developed a framework for managing the risks to which it is exposed, ensuring its viability and development, and contributing to the stability and security of the capital market. Risk management is recognized as part of its supervisory functions which, together with the regulatory compliance system, form the second level of defense of the organization.

In particular, Athens Exchange Clearing House (ATHEXClear), a 100% subsidiary of ATHEX operating as a Central Counterparty (CCP) for clearing cash and derivative markets products, satisfies the strict requirements of the EMIR (European Market Infrastructure Regulation) regulatory framework concerning risk management in accordance with which it has been licensed since 2015.

In addition, Hellenic Central Securities Depository (ATHEXCSD), a 100% subsidiary of ATHEX, follows the particularly extensive requirements of the CSDR (Central Securities Depositories Regulation) framework, under which it is operating since April 2021.

Finally, at the parent company ATHEX, the risk management system operates effectively, coordinating the actions and priorities of all Group companies at the level of Board of Directors’ committees, protecting the interests of shareholders from risks to which ATHEX and its subsidiaries are exposed, through a single framework that combines the highest requirements of regulatory frameworks and international best practices.

Risk Strategy and Risk Management

The risk strategy of the Group is aligned with its business strategy to provide the appropriate infrastructure for the reliable, secure and continuous operation of the capital market. In accordance with the strategy of the Group, the risk appetite level is set in order to correspond with the capital adequacy of the companies of the Group,

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satisfy the needs of the market, contain costs for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements.

In particular, the Group monitors risks and assesses their riskiness at two levels. The management level and the operational level. Alignment of the risk management strategy with the Group's business strategy is achieved, among other things, through the Enterprise Risk Management system which supports the planning and monitoring of risk mitigation actions, aligning them with the development actions and objectives for the year, as included in the relevant budget.

Organizational structure

The risk management system is managed through the risk management committees of each company of the Group, while coordination for the alignment of risk management strategy, risk appetite and the prioritization of risk areas, where efforts to improve the control environment are focused, is ensured by the joint chairmanship of the three committees of the three companies and the common framework and policies adopted by the companies.

The operational structure of the organization follows the three lines of defense model, also establishing the intermediate line between the first and the second line of defense, especially for the business continuity systems (BCP), information security (DPO) and information systems security (ISO). It supports the second line of defense with an independent organic unit, the Risk Management Unit, ensuring the independence of internal audit in the third line of defense.

Besides the comprehensive measures for ensuring the smooth operation of the systems of the Group, each organizational unit of the Group is responsible for monitoring and managing the sources of risk related to its activity and scope of competence in such a way as to react immediately and effectively in case of occurrence of events or incidents, carry out the analysis of key objections and introduce or improve the control environment.

In particular, for each company of the Group separately, the organizational structure that supports risk management includes the following units:

• Board of Directors , which has the final responsibility regarding the risk management function of the

company.

• Risk Committee , which advises the Board of Directors on risk management matters.

• Risk Management Department of the Risk Management & Clearing Division of ATHEXClear , which is

sufficiently independent from the other functions of the company, and whose main responsibility is the comprehensive approach to the risks that ATHEXClear faces.

• Risk Management Unit of the Group , headed by the Chief Risk Officer of the parent company ATHEX,

which is responsible for the efficient and effective operation of risk management, as an oversight mechanism and a prevention mechanism (ex-ante) for failures at the Group.

• Organizational Units which are responsible for identifying and managing risks within their scope and

participate in the overall risk management at the Group.

Single risk management

The Group approaches the risk profile map of the organization from two perspectives. The management perspective (top-down) and the operational perspective (bottom-up).

Risk management actions from the Top-Down management perspective, aim to protect shareholders, trading parties, employees and society at large, from adverse events arising from or enhanced by the Group's activities.

Risk management activities from the operational perspective, Bottom-Up, aim to continuously improve the quality of operations and to contribute to the documentation of the risk assessment as they are reflected in the risk profile mapping of the organization of top-down processes. At the management level, risk categories are developed on the basis of four main categories.

• Operating risk

• Regulatory compliance risk

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• Business risk

• Financial risk

This management perspective focuses on comparative risk calibration, with the aim of setting the right priorities for risk mitigation actions throughout the organization.

The operational perspective, on the other hand, recognizes the potential for different development and analysis of different risks, according to failure events or the current needs of the organization, so the emphasis is on providing meaningful feedback to the management perspective and risk allocation of the Group, based on events and findings of the risk analysis processes carried out in the Group.

These processes consist of the following:

• Risk Identification & Risk assessment

• Risk control system ( KRI ’ s )

• Risk containment ( Controls management )

• Monitoring & reporting risks (Reporting)

Risk management at the management level maps the risks that have been identified and formulates the distribution of their risk in this mapping, in such a way that priority is given to actions with an annual horizon, aimed at mitigating and controlling these risks. In 2023, priority was given to risks related to cyber risk, the modernization of information systems and software development technology and risks related to the Group's commercial operations. The actions to mitigate risks related to human resources issues launched in 2022 have improved the control environment and downgraded these risks in relation to the risk allocation as formulated for 2023.

At the same time, risk management at the operational level motivates the organization to improve the quality of the services provided and the safe and smooth execution of the functions that support them. In addition, in 2023 emphasis was placed on the analysis of the data collected and the adoption of actions by the individual units of the organization to implement the recommendations for improving the functioning of the institutional services of the companies of the Group.

Risk categories

The Group ensures that it deals with all risks, internal or external, present or future, and especially those that have been recognized as significant. It is recognized that each service provided by the Group can expose it to any combination of the risks mentioned below.

The usual risks to which, due to the nature of its activities, the Group may be exposed to are:

Operational Risk

Risk of loss resulting from inadequate or failed internal processes and systems, human factor or from external events, including legal risk. Risk corresponding to the security of the IT systems, as in the majority of companies, is now estimated as very important, and appropriate measures to contain it are being taken.

Regulatory compliance risk

Risk due to inadequate or ineffective adoption of the provisions of the regulatory and legal frameworks governing the operations of the companies of the Group. Risks related to conflicts of interest and biased decision-making, deviations of the code of conduct and neutrality in supporting market participants.

Business Risk

Risk assumed by the Group in selecting, designing and implementing development projects, partnerships, innovative services and other commercial activities, as well as risks arising from communication and publicity and the organization’s performance in meeting its sustainable development objectives.

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Financial Risk

Liquidity and capital adequacy risk, accounting and tax compliance risks, forecasting, budgeting and controlling its execution, credit and other financial risks. Specifically, for the management of the ATHEXClear subsidiary, the following risks are monitored by a dedicated unit for the specific subsidiary, according to the EMIR regulation:

• Counterparty risk (credit risk arising from the default of the clearing obligations by one or more clearing member counterparties)

• Market risk (changes in exchange rates, interest rates, market prices, commodities and volatility), mainly as a result of the occurrence of counterparty risk

• Credit risk (mainly from equity investments)

• Liquidity risk (mainly cash flow risk), mainly as a result of the occurrence of counterparty risk

The Group, and in particular the parent company ATHEX, monitors the risk of its participation in the two individual subsidiaries, as well as, of course, in its other participations in third companies, and records the risk appetite. The level of risk that the parent company ATHEX assumes especially from the operation of the subsidiary ATHEXClear in its role as a central counterparty of the market, is clearly documented in the risk management of the parent company and is completely within its ability to absorb it without impacting its operation and its economic value.

Description of main risk factors

The Group recognizes that the appearance of systemic risk depends on macroeconomic developments and is affected by external events such as changes in the competitive capital markets environment, changes in the international and domestic economic environment, legal and regulatory developments, changes in taxation policy and in technology etc. Such events may impact the growth and sustainability of the Group, causing a reduction in trading activity, a drop in expected earnings, inability to liquidate and/or asset impairment etc.

In this context, the Group continually and systematically monitors developments and adapts to the environment, and calculates on an annual basis its capital requirements for business risk.

The Group also recognizes the risks associated with the changing business environment and the speed of developments in the digital operating environment, both in relation to the skills and development of its human resources, as well as in relation to the modernization of the services provided. It has given special emphasis to its digital transformation strategy and the modernization of the environment for the development and operation of its infrastructure.

Operational risk

Operational risk is maintained at acceptable levels, through a combination of good corporate governance and risk management, robust systems and controls.

During 2023, the incidents reported were mainly related to technical problems, the causes of which were identified, and all necessary actions were taken to completely resolve them. It is noted that there were no delays in the completion of the respective procedures, no major losses, and no monetary claims due to litigation (legal and court costs) or non-compliance with the Group's supervisory framework and contractual obligations. Finally, no losses were recorded due to external events.

Measures to reduce operational risk

The Group, as an operating infrastructure of the capital market, pays particular attention to the assessment, monitoring and reduction of operational risk contained in its operations and activities, as well as the need to maintain sufficient capital in order to be able to deal with this type of risk.

Business continuity plan

The Group has processed and put into operation an appropriate infrastructure and a disaster recovery plan, and it has received and it maintains its certification in accordance with the international business continuity standard ISO-22301. These include:

2023 ANNUAL FINANCIAL REPORT

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• Operation of an active Disaster Recovery Site: The Group maintains a disaster recovery site for its IT systems. The alternative IT site is located in a geographically remote area, is active and operates in addition to the main IT site, ensuring systems backup, increased availability and balancing of computational requirements.

• Formation of crisis management teams and emergency incident management: The purpose of these teams is to maintain continuity in the provision of trading services in case of an unforeseen event. They have been assigned specific responsibilities and specially trained Group staff have been assigned to them.

The above are systematically tested in different adverse scenarios in order to ensure the operational resilience of the organization.

Information security and cybersecurity

The Group has put into operation, within the Technology Division and under the supervision of the Risk Management Unit, all measures to protect systems and information from cyberattacks or intentional and unintentional leakage of information, in accordance with ISO 27001 standards.

Other risk categories

The Group is exposed to a limited extent to market risk resulting from its activities. In each case, the Group monitors the potential exposure that may result in market risk and calculates any capital that it must maintain against market risk in accordance with the capital adequacy methodology that it applies.

The Group faces credit risk both from equity investments as well as from client balances. As part of its Investment Policy, specific principles are defined for cash deposit arrangements. Cash deposit arrangements are with the four systemic banks of the country, in approximately equal amounts, minimizing the level of credit risk.

Short term cash arrangements that do not exceed three months take place at Greek Systemic Banks, in accordance with the Investments Policy set by the management of the ATHEX Group.

Management of the Clearing Fund

Cash market

Athens Exchange Clearing House S.A. (ATHEXClear) manages the Clearing Fund in order to protect the System from credit risk of the Clearing Members that arises from the clearing of transactions.

In the Clearing Fund Clearing Members contribute exclusively in cash. ATHEXClear monitors and calculates, on a daily basis as well as during the day, the risk that Clearing Members will renege on their obligations, and blocks the corresponding guarantees in cash and/or letters of guarantee. Based on the guarantees that have been blocked, the credit limits of the members are reevaluated on a daily basis; maintaining the limits takes place in real time during market hours. The minimum size of the Clearing Fund is recalculated at least every month, in accordance with the provisions of the Rulebook, so that its size is sufficient at a minimum to cover at any time the loss, under any extreme market conditions that may arise in case the Clearing Member in which the system has the greatest exposure is overdue.

The participation of each Clearing Member in the Clearing Fund is determined based on its Account in it. The Account consists of all of the contributions by the Clearing member that have been paid into the Fund in order to form it, and is increased by any proceeds resulting from the management and investment of the assets of the Fund, as well as by the cost of managing risk and margins, as determined by ATHEXClear procedures. Revenues and expenses are distributed on a pro rata basis to each Clearing Member account in the Clearing Fund, in relation to the size of the Account balance.

The new size of the Clearing Fund is €18,596,873 for the period from 01.03.2024 to 31.03.2024.

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Derivatives market

The BoD of ATHEXClear at meeting number 109/17.11.2014 approved the creation of a set of risk management policies and methodologies as a result of the clearing model changes in the derivatives market, the Regulation on the Clearing of Transactions on Derivatives, as well as due to the adjustments to the requirements of the EMIR Regulation.

In accordance with the new Regulation on the Clearing of Transactions on Derivatives and in particular Part 6 of Section II, a Clearing Fund for the Derivatives Market is set up; the size of the Fund for the time period from 01.03.2024 to 31.03.2024 is €26,900,452. Calculation takes place on a monthly basis.

Management of the Clearing Fund in the Derivatives Market does not differ from the Clearing Fund in the cash market (see above).

Hellenic Energy Exchange (HEnEx)

The “Hellenic Energy Exchange” (HenEx), one of the core pillars of the target-model of the European Union, which aims to create a single European energy market, is a prerequisite to the restructuring of the wholesale electricity market, to the benefit of market participants and end-consumers, as it aims to:

• Couple the Greek market to other European markets.

• Increase competition and transparency, which will have a direct effect in reducing energy costs and providing better prices to households and businesses.

• Ensure the safety of energy supply, diversification of energy sources in the energy mix, as well as further increase the participation of renewable energy sources (RES). Law 4512/2018 amends law 4425/2016 on the restructuring of the Greek electricity market, implementing European Regulations and Directives in order to complete the single European energy market, the so-called Target Model.

HenEx, in cooperation with EnExClear and the Athens Exchange Group, launched the provision of services to the Albanian Power Exchange (ALPEX) for the operation of the Albanian Next Day Market, which started operating daily on 10 April 2023. For the same project, it continued to work with stakeholders to develop the necessary infrastructure and procedures to implement the coupling of the Albanian and Kosovo markets.

At the same time, HenEx continued to explore possible partnerships for the provision of services for the development and operation of electricity markets in the Region.

Hellenic Corporate Governance Council (HCGC)

The Hellenic Corporate Governance Council (HCGC) operates as a Non-Profit Organization, is an entity specializing in the spread of corporate governance principles and strives to develop a culture of good governance in the Greek economy and society.

The HCGC publishes the Hellenic Corporate Governance Code. Its general action plan includes the formulation of positions on the institutional framework, the submission of proposals, the participation in consultations and working groups, the organization of educational and information activities, the monitoring and evaluation of corporate governance practices and the implementation of corporate governance codes, the provision of tools to assist and evaluate the performance of Greek businesses.

In 2023, the HCGC offered specialized seminars, with the aim of educating Members of the Boards of Directors and senior executives of Greek businesses, to improve their skills and understanding on matters of corporate governance.

Participation in Boursa Kuwait

The Athens Stock Exchange participates as a technical, operational and business services provider for Boursa Kuwait by forming a consortium with the largest possible participation from the qualified Local Companies to

2023 ANNUAL FINANCIAL REPORT

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proceed to the final bidding process, organized by the Capital Markets Authority (CMA) of Kuwait, with regard to the privatization process of Boursa Kuwait.

On February 14 th 2019, the Consortium comprising of Athens Stock Exchange (ATHEX), as the qualified international operator and a wide group of leading listed, financial groups in Kuwait, namely Arzan Financial Group (ARZAN), First Investment Company (FIC) and National Investments Company (NIC), were awarded the bid, by way of a closed bidding process organized by the CMA, for a 44% equity stake in Boursa Kuwait, the only market operator and one of the leading stock exchanges in the Gulf area.

The Consortium offered 0.237 Kuwaiti dinar per share for obtaining the abovementioned stake. A 6% stake is owned by the Public Institution For Social Security (PIFSS), while the remaining 50% was sold to the public through an IPO process. The resulting ATHEX’s participation in Boursa Kuwait’s equity stake is ca. 0.779%, amounting to an investment of €1.03 million.

In the second half of 2020, the framework of cooperation with Boursa Kuwait was finalized with the negotiation and signing of the framework agreement (Services Agreement), under which the consulting services will be provided by ATHEX, as well as the finalization of the Shareholders Agreement, which includes ATHEX.

The Group has acquired shares in Boursa Kuwait which it measures after initial recognition, at fair value through comprehensive income. In 2023 share shares posted a valuation loss of €1.9 million compared to 31.12.2022 which was accounted in the special securities valuation reserve.

The shares of Boursa Kuwait began trading in the organized securities market of Kuwait on 14.09.2020.

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Report on the activities of the Audit Committee for fiscal year 2023

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 2023 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 2023 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 functions.

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 at the following hyperlink to the corporate website:

https://www.athexgroup.gr/documents/10180/6210033/%CE%91%CE%A4%CE%97%CE%95%CE%A7_Audit_Committee_Re

gulation_v9_20210622_GR.pdf/921a518f-5e62-4708-99b7-c5e68fa062a6

[in Greek]

To achieve its purpose, the Committee may seek any professional advice or opinion and use the services of external consultants or other entities if 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 was provided with adequate funding to fulfill this purpose.

3. Composition

According to the decision of the General Meeting of 31.5.2021, the Audit Committee consisted of five (5) non- executive Members of the Board of Directors, out of which at least three (3) independent within the meaning of article 9 of Law 4706/2020, who are not involved in the operation of the Company in any way, in order to submit objective judgments independent of any conflict of interest, and in particular by Mrs. Theano Karpodini – Chairwoman, Mr. Giorgos Doukidis – Member, Mrs. Polyxeni Kazoli - Member, Mr. Nicholaos Krenteras – Member, and Mr. Ioannis Kyriakopoulos – Member.

On 08.06.2023, the General Meeting decided the following concerning the type, the term of office, the number and the qualities of the Members of the Audit Committee:

a) The Audit Committee will be a committee of the Board of Directors consisting of Members of the Board of Directors.

b) The Audit Committee will consist of five (5) independent non-executive members.

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c) 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.

In addition, it was decided that 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.

Therefore, on 08.06.2023 the Board of Directors, having considered the Recommendation of the Nomination & Compensation Committee of the Company, elected as new members of the Committee. Mr. Giorgos Doukidis, independent non-executive member, Mrs. Polyxeni Kazoli, independent non-executive member, Mr. Nicholaos Krenteras, independent non-executive member and Mr. John Costopoulos, independent non-executive Vice Chairman of the Board of Directors. On the same day, the Audit Committee of the Company was constituted and appointed its chairperson.

Following the above, the current Committee has the following Members:

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 of the members of the Committee, the Chairwoman Mrs. Theano Karpodini, who fulfils all criteria and prerequisites of Law 4449/2017, article 44, as in force, the independence criteria of article 9 par. 1 and 2 of Law No. 4706/2020, as in force, and in addition, has proven sufficient knowledge and experience in accounting and auditing, related to international standards, 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 for the performance of its duties. The Committee Chairwoman briefs the BoD on the work of the Committee at each of its meetings.

During fiscal year 2023, the Committee held a total of thirteen (13) 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 2023, the annual assessment of the Committee took place, and the Committee was characterized as being effective both in the role of supporting the Board, and in the provision of information about its work.

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6. Activities of the Committee in fiscal year 2023

The main issues within the Audit Committee's responsibility that it dealt with during 2023 and up to the drafting of this report are summarized below:

Α. Structure and procedures of the System of Internal Controls

• Monitored and evaluated the adequacy and effectiveness of all the Company's policies, procedures and safeguards, both with the Internal Control System (ICS) and with the assessment and management of risks related to financial reporting.

• Examined and evaluated the findings as well as the recommendations of both the internal auditors and the Statutory 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.

• Completed its work on the assessment of the Internal Control System (ICS) of the Company and its subsidiaries, with a reporting date of 31 December 2022, by an external assessor, in accordance with the current Legislative and Regulatory Framework and the Internal Control System Assessment Policy established by the BoD. As required by the relevant procedure, the Committee submitted to the Hellenic Capital Market Commission the summary of the "Report on the Results of the Assessment of the Internal Control System to the Board of Directors and the Audit Committee".

B. Financial Statements – Statutory Audit

• Met with Management 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 2023.

• Reviewed the audit plan and audit approach for the statutory audit by the certified auditors, for fiscal year 2023 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 the fiscal year 2023.

• Reviewed the interim six-month Financial Statements for the first half of 2023 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 1 st and 3 rd quarters 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 2022.

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• 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 2022.

• 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, conducted an evaluation of the performance of PwC and GRANT THORNTON as part of the Regular Audit of the Company's individual and consolidated Financial Statements for fiscal years 2022 and 2023, respectively.

• 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 01.01.2023 – 31.12.2023, 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.

• Approved the proposal by GRANT THORNTON for "Performing assurance work regarding the issuance of an Independent Auditor's Report for the audit of the completeness of the information included in the Remuneration Report in accordance with article 112 of Law 4548/2018".

• Approved the continuation of the procedure for the award to GRANT THORNTON of the compliance services (gap analysis) on the recovery plans of ATHEX and ATHEXCSD.

C. Internal Audit

• Approved the annual budget of the Internal Audit Division (IAD) for fiscal year 2023.

• Was briefed and approved the fiscal year 2023 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 2023 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 2022. The self-assessment, which in accordance with 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 "General Compliance" and the result was considered to be very satisfactory.

• It was briefed on and approved the Annual Report and the activity of the IAD for fiscal year 2022.

• Conducted the annual assessment of the Chief Internal Audit Officer for 2022 and 2023.

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D. Other matters

• Approved the appointment of the Receipt and Monitoring of Reports Officer (RMO) in accordance with Law 4990/2022, article 9, in the context of compliance with the obligation to establish an internal reporting channel (whistleblowing).

• The Committee submitted its Activity Report for fiscal year 2022 to the Annual General Meeting of shareholders on 8 June 2023.

7. Environment and Corporate Governance

Recognizing the importance of the role that financial sector entities are called to play in the transition to a greener and more sustainable economy, the Group has developed initiatives that promote non-financial transparency and sound management of issues related to the environment, society and governance (ESG – Environmental, Social and Governance issues). To this end, it has created the "ESG Reporting Guide", a practical tool by which listed and non-listed companies can identify the material ESG issues they need to publicize and manage, based on the impact of these issues on their long-term performance. In order to enhance corporate transparency and promote sustainable investments in the Greek capital market, it has created the information section "ATHEX BONDS GREENet" where the ESG bonds traded in its markets are displayed and has organized a series of educational ESG seminars for the members of the Boards of Directors and the Senior Executives of the companies. In July 2023, it launched the new digital ESG data collection tool ATHEX ESG Data Portal, a platform that aims to serve as a central point of ESG data collection for Greek companies, listed and unlisted, as well as for investors who wish to find standardized, and therefore more easily comparable, information related to companies' ESG actions.

The Group's Sustainability Policy, approved by the Board of Directors, sets out the Athens Exchange Group's priorities in terms of Sustainable Development. Specifically, these are grouped under five strategic pillars:

A. Social responsibility / People and society

The social axis that governs its activity is of primary importance for the Athens Exchange Group, as it is directly connected with the creation of value for its people and society overall in which it operates. In this context it focuses on the following areas:

Human resources

Our people are the most important asset of the Group. We seek to develop and maintain a meritocratic work environment that supports the growth and development of all employees. We emphasize equal opportunities, respect for human rights, and ensure the health, safety and well-being of employees. Our goal is to be a first choice employer for experienced professionals and talented young people. A Code of Business Ethics has been adopted and is applied by the Group, which defines the framework of ethical operation and behavior that governs our activities. The Code of Business Ethics is the basis of all the interactions of the Group's employees internally and externally, while at the same time it reflects the responsibility with which it operates towards its people and its direct associates.

Society

Through targeted actions, we remain active participants in the society in which we operate, contributing through volunteering and collaborations to a wide range of projects that support our fellow human beings. We plan and implement actions in line with the strategic plan of social responsibility of the Group, supporting non-profit organizations and public sector entities, which are active in supporting the local community and the protection of vulnerable social groups. With a sense of solidarity and social responsibility, we also respond to emergencies (e.g. pandemic), in addition to the established actions defined by the plan.

B. Corporate Governance

The Group recognizes the importance of the system of corporate governance principles, as well as the benefits that result from their proper implementation. We are a founding member of the Hellenic Corporate Governance

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Council (HCGC) and we had a significant participation and contribution in the revision of the Hellenic Corporate Governance Code (HCGC 2021).

Aiming to create further value for shareholders, in all operations of the Group and guided by our strong corporate structure, we apply a framework of sound corporate governance which allows us to develop relationships of trust and mutual benefit with investors. We follow international practice, comply with existing legislation and apply strict regulatory compliance control procedures. The Group follows commercial, organizational, and operational practices in accordance with the rules, legislation and regulations dictated by national and European supervisory authorities and ensures that it obtains all relevant licenses required for its products, services and operations. We have adopted the Hellenic Corporate Governance Code for listed companies and develop relevant policies and procedures, while taking appropriate measures that allow the Group to operate responsibly, reliably and transparently, preventing and combating all kinds of corruption. We have set high standards of ethical behavior and show zero tolerance for incidents of fraud, corruption and market abuse, applying the necessary measures to monitor, prevent and deal with such incidents throughout the range of activities of the Group. We assess and manage business risks in order to safeguard the interests of all our stakeholders. In addition, we seek to participate in international bodies and organizations that promote the principles of sustainable development, such as the United Nations Sustainable Stock Exchanges (SSE) initiative.

C. Environmental Responsibility

We operate responsibly towards the environment and the use of natural resources. We are committed to taking action and developing initiatives to protect the environment and reduce our environmental footprint. In the context of the Sustainable Development Goals (SDGs), the Paris Climate Agreement (2015) and the European Green Agreement (2019), monitoring international developments, improving the Group's environmental performance and identifying risks and opportunities resulting from climate change are key areas for strengthening our environmental policy.

D. Promoting Non-Financial Reporting

Recognizing the importance of the role that financial sector entities are called upon to play in the transition to a greener and more sustainable economy, the Group has developed initiatives that promote non-financial reporting on issues related to the environment, society and governance (ESG issues). As part of its participation in the United Nations' Sustainable Stock Exchanges (SSE) initiative, the Group has created the "ESG Reporting Guide", a practical tool for listed and unlisted companies, taking into account recently published international and European standards/regulations. The Group participates in awareness and dissemination activities of international best practices for the development of sustainable investments in the Greek market, and supports initiatives such as the European Commission's Sustainable Finance Action Plan, aiming to strengthen its engagement on sustainable development issues.

E. Promoting responsible activity and synergies

The Group recognizes the vital role it plays, and ensures the promotion of education about the capital markets and the improvement of the financial and non-financial literacy of listed and non-listed companies, young people, and participants in our markets in general. The aim of the Group, through a series of relevant actions, is to contribute to the preparation for their successful response to the requirements of an ever-changing national and international environment. In this context, we focus our efforts on strengthening financial education and acquiring the knowledge necessary to make financially responsible decisions. In addition, this pillar is in line with the Group's strategic priorities and international trends for responsible activity aiming at Sustainable Development. In this context, we strengthen synergies and are committed to promoting the values and benefits of responsible entrepreneurship.

In 2023, the ATHEX 2022 Sustainability Report was published, summarizing the Group's major initiatives, actions and achievements in the promotion of Sustainable Development.

Athens, 27 March 2024

The Chairwoman of the Audit Committee

Theano Karpodini

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2.2. Corporate Governance Statement

The present Corporate Governance Statement is part of the Management Report of the Board of Directors and contains the information in accordance with articles 152 & 153 of law 4548/2018 as of 31 December 2023 as well as events following that date up until the publication date of the Annual Financial Report.

The Company, being listed on the Athens Exchange, fully complies with the provision of corporate law and its articles of association and applies the Corporate Governance provisions for listed companies of Law 4706/2020. In addition, as market operator it applies the provisions of Law 4514/2018 and 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 policies and procedures applied by the Company are contained in the articles of association, the Rulebook of Operation which is published in accordance with the provisions of article 14 of Law 4706/1010 and is an internal Company document that supplements the provisions of its articles of association, and other rulebooks and policies of the Company, and, lastly, the principles and specific practices for listed companies provided for in the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (HCGC) for companies with transferable securities on a regulated market, which the Company has adopted in accordance with article 17 of Law 4706/2020 and is published on the website

https://www.esed.org.gr/en/code-listed

. This code is the

Hellenic Corporate Governance Code for companies with securities listed on a stock exchange, in accordance with article 17 of Law 4706/2020 and article 4 of the Decision of the Hellenic Capital Market Commission (Decision 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission).

I. Management, managerial and supervisory bodies and committees

1. General Meeting of shareholders

1.1. Competences of the General Meeting

The General Meeting (hereinafter also “GM” ) of shareholders is the supreme body of the Company having the authority to decide on all matters pertaining to the Company which are not the exclusive responsibility of the Board of Directors, unless the latter decides, on a particular item of the agenda, to refer it for judgment to the General Meeting.

The decisions of the General Meeting also bind shareholders that were absent or dissented. The General Meeting is the only competent body to decide on:

a) modifications of the articles of association, including decisions on the ordinary or extraordinary increase and the reduction of share capital,

b) the election of members of the Board of Directors and the awarding of the status of independent member of the Board of Directors, as well as the type of Audit Committee, its composition and term of office,

c) the election of regular auditors and determination of their remuneration,

d) the approval of the overall management, under article 108 of Law 4548/20018 and the release of the auditors,

e) the approval of the annual and any consolidated financial statements and the distribution of the annual earnings of the Company,

f) the approval of the provision of remuneration or its payment in advance, under article 109 of Law 4548/2018.

g) the approval of the Remuneration Policy of article 110 of Law 4548/2018 and the Remuneration Report of article 112 of Law 4548/2018,

h) the merger, spin-off, transformation, revival, extension of the duration or dissolution of the Company,

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i) the appointment of liquidators and

j) for any other matter provided by law.

1.2. Convocation of the General Meeting

The procedures and convocation rules, participation and decision making by the General Meeting are regulated in detail in the provisions of the articles of association of the Company and Law 4548/2018.

Shareholders have the right to participate at the General Meeting, either in person or through a legally authorized representative, in accordance with the procedure provided in each case by the provisions in effect.

The Board of Directors ensures that the preparation and the proceedings of the General Meeting of shareholders facilitate the effective exercise of shareholder rights; shareholders are informed about all matters relating to their participation in the General Meeting, including the items on the agenda, and their rights during the General Meeting.

In particular, regarding the preparation of the GM, and in conjunction with the provisions of Law 4548/2018, the Company publishes on its website at least twenty (20) days before the General Meeting, both in the Greek and English languages, information regarding:

• The date, the time and the place where the General Meeting of shareholders is being convened,

• The main rules and practices for participating, including the right to introduce items to the agenda and to submit questions, as well as the deadlines for exercising those rights,

• The rights of shareholders of paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018, with reference to the deadline within which each right can be exercised, or alternatively, the deadline by which these rights can be exercised. Detailed information on these rights and the conditions for exercising them are available by explicitly referral in the invitation to the Company's website,

• the procedures to participate and exercise the voting right at the General Meeting remotely in real-time or by mail vote, in the case provided in articles 125 and 126 of Law 4548/2018,

• the record date (initial and repetitive meeting), as foreseen in paragraph 6 of article 124 of Law 4548/2018,

• the procedure for exercising the voting right by proxy and especially the documents that the Company uses for this purpose, as well as the means and methods provided in the articles of association, under par. 5, article 128 of Law 4548/2018, on the voting procedures, the terms of representation by proxy and the documents used to vote by proxy,

• The proposed agenda of the Meeting, including the draft decisions for discussion and voting, as well as any accompanying documents,

• The proposed list of candidate members of the BoD and their biographical statements (provided that the election of members is on the agenda),

• The total number of shares and voting rights on the convocation date, and

• The website address of the Company, where the information of paragraphs 3 and 4 of article 123 of Law 4548/2018.

The chairperson of the Board of Directors of the Company, the Chief Executive Officer, and the chairpersons of the committees of the Board of Directors are present at the General Meeting of shareholders, in order to provide information and brief on matters that are put forth for discussion, and to answer questions or provide clarifications that shareholders request. In addition, at the General Meeting, the head of Internal Audit of the Company and the certified auditors are also present.

The chairperson of the Board of Directors, or if he or she is not able or absent, his or her replacement, temporarily chairs the General Meeting, electing one or two secretaries from among the shareholders that are present and / or from non-shareholders until the list of those able to participate at the meeting is certified, and the regular presiding committee of the General Meeting is elected.

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After the list of shareholders that have the right to vote is certified, the General Meeting elects the regular presiding committee, which is comprised of the chairperson and one or two secretaries, who also act as tellers. The decisions of the General Meeting are made in accordance with the provisions of the law in effect and the provisions of the articles of association of the Company.

The voting results are published on the website of the Company within five (5) days from the General Meeting of shareholders.

1.3. Quorum - Majority

According to the law and the articles of association, the General Meeting is in quorum and meets validly on the items of the agenda, when shareholders representing at least one fifth (1/5) of the paid-up capital are present or represented.

If this quorum is not reached, the General Meeting convenes again within twenty (20) days from the date of the canceled meeting, following an invitation at least ten (10) full days. At this repeat session, the General Meeting is in quorum and validly meets on the issues of the initial agenda, whatever the part of the paid-up capital represented in it.

In the above cases, decisions are made by an absolute majority of the votes represented in the General Meeting.

Exceptionally, for decisions concerning a change of the Company's nationality, a change of the object of its business, an increase of shareholders' liabilities, a regular capital increase, unless required by law or made by capitalization of reserves, a capital reduction, unless it is done, according to paragraph 5 of article 21 or paragraph 6 of article 49, of Law 4548/2018, a change in the distribution of profits, merger, spinoff, conversion, revival, extension of termination or dissolution of the company, a provision or renewal of power to the Board of Directors to increase capital, in accordance with paragraph 1 of article 24 of Law 4548/2018, as well as in any other case provided by law that the General Meeting decides with an increased quorum and majority, the meeting has a quorum and meets validly on the issues of the initial agenda, when shareholders are present or represented in it representing half (1/2) of the paid-up capital.

In the case of the previous paragraph, if the quorum of the last sentence is not achieved, the repeat General Meeting has a quorum and meets validly on the items of the agenda, when shareholders representing at least one third (1/3) of the paid-up capital are present or represented. In the case of companies with listed shares, or whenever a decision is to be made for a capital increase, the General Meeting in the repeat session has a quorum when shareholders representing at least one fifth (1/5) of the paid-up capital are present or represented.

In the above cases, decisions are taken by a majority of two thirds (2/3) of the votes represented in the General Meeting.

1.4. Right to a dividend

According to the articles of association and the Law, the minimum (per annum) dividend is calculated at a rate of thirty-five percent (35%) on the net profits, after subtracting the deduction for the formation of a regular reserve, and the credit items of the income statement that are not derived from realized profits.

The dividend is paid within two (2) months from the date of the annual general meeting of shareholders that approves the annual and consolidated financial statements of the Company.

The day and method of payment of the dividend is published on the websites of the Athens Stock Exchange and the Company.

Dividends that are not sought for a period of five years from the date on which they became due, are transferred to the Greek State.

1.5. Right to liquidation proceeds

In the event of the Company’s liquidation, liquidators distribute the remaining proceeds from the liquidation of corporate assets to all shareholders, in proportion to their participation in the paid-up share capital of the Company.

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1.6. Shareholder liability

The liability of shareholders is limited to the par value of the shares they possess.

1.7. Exclusive Jurisdiction of the Courts of Athens - Applicable Law

All shareholders, with respect to their relations with the Company and regardless of their place of residence, are considered to have their residence at the Company's headquarters and are subject to Greek law.

The Company can be sued in the competent courts of Athens. Any dispute between the Company and shareholders or any third party falls under the exclusive jurisdiction of the Courts of Athens.

1.8. Shareholder Information and other Services – Investor Relations

Effective communication with shareholders is a priority, and the Company devotes significant time and resources to ensure the active participation of shareholders.

The Investor Relations (IR) Department ensures the immediate and equal provision of information to shareholders and assists them regarding the exercise of their rights in accordance with applicable legislation and the Company's articles of association. Together with the Chief Executive Officer, the Chief Financial & Issuer Relations Officer, the Deputy Chief Issuer Relations Officer and other senior executives, they regularly meet with institutional investors and participate in roadshows and industry conferences. In addition, the announcements of annual and interim results are accompanied by online transmissions and teleconferences for analysts.

The Investor Relations (IR) Department is responsible for monitoring the Company's relations with its shareholders and investors and ensures the timely provision of valid information on an equal basis to investors and financial analysts in Greece and abroad, with the aim of building a long-term relationship with the investment community and maintaining the high credibility of the Group.

2. Board of Directors

The Board of Directors (hereinafter also “BoD”), which is elected by the General Meeting of shareholders, manages the Company and represents it in and out of court. It is the primary obligation and duty of the members of the Board of Directors, particularly in view of the fact that the shares of the Company are listed on a regulated market, to constantly strive to increase long-term shareholder value. Members of the Board of Directors are forbidden from pursuing their own interests at the expense of the Company’s interest. This prohibition applies to all persons to whom the Board of Directors has assigned duties to manage the Company (substitutes of the Board of Directors).

At the end of each fiscal year, the Board of Directors drafts a report on the transactions of the Company with companies related with it (in the sense of article 32, Law 4308/2014). The report is provided to the supervisory authorities and is brought to the attention of the general meeting of shareholders of the Company.

In accordance with the Company’s articles of association, the Board of Directors may decide to assign the exercise of all or some of its rights and powers concerning the management, administration and representation of the Company to one or more persons, irrespective of whether these persons are members of the BoD. The title and responsibilities of each of these persons is always determined in the decision of the Board of Directors appointing them.

The Chief Executive Officer of the Company is its highest-ranking executive, responsible for any matter concerning its operation, and has the overall supervision of its operation.

2.1. Election – Replacement of members of the Board of Directors

For the appointment of members to the BoD the competent body is the General Meeting in accordance with the applicable provisions of legislation in force and the articles of association. The election of the BoD and subsequent amendments to its composition shall be notified to the Hellenic Capital Market Commission in accordance with the provisions of applicable legislation. The members of the Board are elected by the General

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Meeting for a term which may not exceed four (4) years and may be re-elected without restriction. According to Greek law, the capacity of a member of the BoD may be revoked by decision of the General Meeting.

The members of the Board of Directors are elected by the General Meeting of shareholders, in accordance with the provisions of Law 4548/2018.

The Company, according to its articles of association, is governed by a Board of Directors consisting of nine (9) to thirteen (13) members and consists of executive and non-executive members.

If a member of the Board of Directors resigns, dies, or forfeits his/her office for any reason, or is declared forfeit by a decision of the Board of Directors due to unaccounted for absence from the meetings for three consecutive months, the Board of Directors may continue to manage and represent the Company without replacing these members, provided that the remaining members are at least nine (9).

If the number of members of the Board of Directors drops below nine (9) and provided that the remaining members are at least three (3), the Board of Directors is obliged to elect replacements for the remainder of the term of office for the members being replaced, at least up until the ninth (9 th ) member. The decision on the election is published as provided by article 13 of Law 4548/2018, as in force from time to time. Any changes in the composition of the Board of Directors that take place during the financial year are announced in accordance with the law at the next Ordinary General Meeting.

2.2. Formation of the Board of Directors into a body

The Board of Directors elects from among its members, by an absolute majority of members present or represented, the Chairperson, the Vice Chairperson who replaces the Chairperson when he or she is absent or unavailable, while when the Vice Chairperson is absent or unavailable, he or she is replaced by another member of the Board of Directors appointed by it, or on occasion by the Chief Executive Officer of the Company. In addition, the Board of Directors, by an absolute majority of members present or represented, appoints its secretary, who may not necessarily be a member of the Board of Directors. These elections always take place during the first meeting of the Board of Directors following the general meeting that decided the election of a new Board of Directors. The Chairperson, Vice Chairperson and the Chief Executive Officer can always be re- elected.

2.3. Separation of responsibilities

The Company follows international developments in corporate governance issues with the aim of adopting best corporate governance practices. In this context, as well as the continuous process of updating the corporate governance framework, but also in accordance with the current regulatory framework and best corporate governance practices, there is a clear separation of responsibilities at the level of management of the Company regarding the proper functioning of BoD and in the daily management and control of the Company's activities.

The duties of the Chairman of the Board of Directors and those of the Chief Executive Officer are carried out by different persons, and their responsibilities are distinct and are explicitly defined in the Internal Rulebook of Operation of the Company, which has been approved by the Board of Directors.

The Chairman of the Board of Directors is a non-executive member.

2.4. Executive and non-executive members of the BoD

Executive Members

The executive members of the Board of Directors deal with the day-to-day management issues of the Company and oversee the management of corporate affairs. The executive members of the Board of Directors, in particular, are responsible for the implementation of the strategy determined by the Board of Directors and consult at regular intervals with the non-executive members of the Board of Directors on the appropriateness of the implemented strategy.

In existing situations of crisis or risk, as well as when circumstances require it to take measures that are reasonably expected to significantly affect the Company, such as when decisions are to be made regarding the evolution of the business and the risks that are expected to be taken which affect the financial condition of the

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Company, the executive members inform the Board of Directors in writing without delay, either jointly or separately, submitting a relevant report with their estimates and proposals.

The responsibilities of the executive members of the BoD are to:

• constantly strive to increase the long-term economic value of the Company, and to protect corporate interests in general.

• develop, implement and communicate the policies and action plans, in accordance with the decisions of the Board of Directors.

• consistently implement the Company's business strategy, approved by the Board of Directors, with effective management of available resources, and its specialization by formulating an appropriate policy for each operation and activity of the Company and setting clear goals and business plans for each service unit, administrative body and executive of the Company,

• implement the Risk Management Strategy approved by the Board of Directors,

• define the individual limits and responsibilities of each service unit of the Company in risk management and the continuous evaluation of its performance,

• systematically monitor the management of risks assumed by the Company within the limits approved by the Board of Directors and the continuous control that the executives take all the necessary measures for the effective management of the undertaken risks in accordance with the approved policy,

• ensure the effective implementation of the Company's Internal Audit System, by developing and integrating the appropriate internal control mechanisms and procedures and the periodic evaluation of the above mechanisms and any significant, in terms of effects, malfunctions that arise,

• ensure the regular and effective communication with clients, investors, employees, supervisory authorities, the public and other entities,

• ensure the completeness and reliability of the data and information that are required for the accurate and timely determination of the financial position of the Company,

• comply with the institutional framework that governs the operation of the Company,

• effectively utilize human resources and the continuously invest in knowledge and skills, for the formation of a culture of continuous improvement,

• represent the Company, and

• implement the decisions of the General Meeting.

Non-executive and independent non-executive members of the BoD

The independent non-executive members are at least 1/3 of the total members of the BoD and are responsible for promoting all corporate issues, i.e. both overseeing the management of corporate issues, as well as establishing strategies and other guidelines for all Company matters. Non-executive members, including independent non-executive members, shall in particular have the following obligations:

1. Monitor and examine the Company's strategy and its implementation, as well as the achievement of its goals.

2. Ensure the effective oversight of executive members, including monitoring and auditing their performance.

3. Examine and express views on proposals submitted by executive members, based on existing information.

The non-executive members of the Board of Directors meet at least annually, or ad hoc when deemed necessary without the presence of executive members in order to discuss the performance of the latter. In these meetings the non-executive members do not act as a de facto body or committee of the Board of Directors.

In the event of the unjustified absence of an independent member from at least two (2) consecutive meetings of the Board of Directors, that member is considered to have resigned. Such resignation is established by decision

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of the Board of Directors, which shall proceed to replace the member in accordance with the procedure of par. 4, article 9 of Law 4706/2020.

The independent members submit, individually or jointly, briefings and reports to the ordinary or extraordinary General Meeting of the Company, independent of the reports submitted by the Board of Directors.

The promotion of corporate affairs is carried out in the context of the operation of the Board of Directors as a collective body. The Board of Directors remains competent and responsible for monitoring the performance of the duties of the members of the Board of Directors and other persons, to whom it has assigned responsibilities of management of the Company, either pursuant to the relevant provisions of Law 4548/2018, or based on an order or power of attorney.

2.5. Appointment of executive and non-executive members of the BoD

The Board of Directors is responsible for the appointment of a member as executive or non-executive.

The appointment of an independent member is the responsibility of the General Meeting. In order for a candidate member of the BoD to be considered independent, it must meet the conditions and criteria as defined in article 9 of Law 4706/2020 and must not have developed a relationship with the Company and the Group which would affect the independence of its judgment in the performance of its duties as a member of the BoD.

The Board of Directors takes the necessary measures to ensure compliance with the provisions of Law 4706/2020. The fulfillment of the conditions for the designation of a member of the Board of Directors as an independent member is reviewed by the Board of Directors at least on an annual basis per financial year and in any case before the publication of the annual financial report, which includes a relevant finding. In the event that during the verification of the fulfillment of the conditions for the designation of a person as an independent non- executive member or in case at any time it is ascertained that the conditions have ceased to exist in the person of an independent non-executive member, the Board of Directors takes appropriate steps for its replacement.

In the event of resignation or death or loss of the status of independent non-executive member in any other way, which results in the number of independent non-executive members falling below the minimum number required by law, the Board of Directors shall appoint an independent non-executive member until the next general meeting, either an alternate member, in case it exists based on article 81 of Law 4548/2018, or an existing non-executive member or a new member elected to replace, if the criteria for his designation as an independent non-executive member are met. Where by decision of the competent body of the Company a number of independent non-executive members greater than the minimum provided by law is provided, and, after replacement, the number of independent non-executive members of the Board is less than the above number, an announcement is posted on the website of the Company, which is kept posted until the next general meeting.

The outgoing Board of Directors or the person proposing independent members for election to the Board at the General Meeting (e.g. a shareholder of the Company), must, in the context of the relevant proposal, inform about the fulfillment of the conditions set out in article 9 of the Law 4706/2020.

2.6. Chief Executive Officer

The Chief Executive Officer of the Company is appointed by the Board of Directors, following his/her election as a member of the Board of Directors by the General Meeting.

The CEO is the highest executive body of the Company, heads all its departments, directs their work, takes the necessary decisions within the framework of provisions governing the operation of the Company, programs, budgets and strategic plans approved by the Board of Directors of the Company. The Board of Directors may, at its discretion, assign to the Chief Executive Officer the authority and power to decide and represent the Company, either in person or through proxies, on any matter concerning the management of the Company's affairs except matters for which the general meeting of shareholders or the Board of Directors are exclusively responsible in accordance with the provisions of Law 4548/2018, other applicable legislation and the articles of association. The Chief Executive Officer represents the Company before the courts, any authority and extrajudicially, for any act regardless of whether it falls within his/her competence or that of the Board of Directors, acting in person or providing third parties with the power of attorney to represent the Company.

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2.7. Suitability Policy for members of the BoD

The composition of the Board of Directors should reflect the knowledge, skills and experience required to exercise its responsibilities, according to the business model and strategy of the Company, the size, structure, specialized activities and operating environment, the complexity of its functions and its particular institutional role and character.

The Suitability Policy for the Members of the Board of Directors that was approved by the general meeting sets criteria in accordance with applicable laws and regulations and is based on the following texts: (a) the provisions of Laws 4548/2018, Law 4514/2018 and 4706/2020; (b) 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; (c) the provisions of Law 4449/2017, as in force; (d) Circular No 60 by the Hellenic Capital Market Commission; and (e) international best practices.

In accordance with the above, the general principles, the process, as well as the criteria for nominating candidate members to the BoD include, among others: (a) fit and proper criteria; (b) criteria for avoiding conflicts of interest as well as and in particular incompatibilities or characteristics or contractual commitments related to the nature of the Company's activity or the Corporate Governance Code that it applies; (c) criteria for availability and dedication of sufficient time to the work of the BoD and its Committees; (d) criteria relating to the diversity of the BoD; and (e) criteria to ensure that the BoD has, collectively, the managerial capacity required to carry out its role and tasks.

More specifically, according to the Suitability Policy, the BoD must have a sufficient number of members and an appropriate composition to fulfill the Company's strategy.

The staffing of the BoD should be done with moral and reputable persons, who have the skills and experience required by the nature, the object and the strategy of the Company, based on the duties they undertake and their role on the BoD, while at the same time they must have sufficient time to carry out their duties.

In the selection, the renewal of the term of office and the replacement of a member, assessment of the individual and collective suitability is taken into account.

The candidate members of the BoD, should, insofar as possible, among others, know about the position, the culture, the values and the main activities of the Company before assuming their post.

The individual suitability of the members of the Board is assessed in particular on the basis of the criteria mentioned below, which are general and apply to all members of the BoD, regardless of their capacity, as executive, non-executive or independent non-executive members.

Special impediments, obligations and conditions (such as art. 3 par. 4, 5 and 6 and art. 9 par. 1 and 2 of law 4706/2020 and art. 44 par. 1 of law 4449/2017) apply regardless of the eligibility criteria.

In particular, in order for a person to be considered by the BoD as a suitable member of the BoD, he/she must:

(a) meet the following eligibility (fit and proper) criteria:

Honesty, integrity and reliability: The member, based on his/her background, must have the ability to inspire the confidence required for his/ her membership in the top management body of the Company. It should be distinguished for its good reputation and ethics, which is mainly determined by honesty, integrity and the application of business ethics standards. A member is presumed to have a good reputation, honesty and integrity, if there are no objective and proven reasons to suggest otherwise and if his/her personal or business conduct does not raise any material doubts as to his /her ability to ensure the proper and prudent management of the Company.

Adequacy of knowledge and skills: The member must have the required knowledge, skills and experience to perform his duties in view of the role, position and skills required by the Company for the position and successful career in his respective field. The experience covers both practical and professional experience, as well as the theoretical knowledge acquired. He should also be able to document relevant previous service, which meets the requirements of this paragraph. The member should be well informed about the activities of the Company and the related risks, know and clearly understand the corporate governance arrangements of the Company, his/her respective role and responsibilities for the position in question, the values and general strategy. of the Company, the structure of the Group and possible conflicts of interest.

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In particular, during the assessment of the adequacy of the knowledge and skills of the members of the BoD, at least the following areas of theoretical knowledge and experience acquired through education and vocational training shall be considered:

• key activities of the Company, including its capacity as Market Operator / data reporting service provider, and key risks associated with it,

• audit, accounting and financial reports,

• strategic planning and understanding of a company's business strategy or business plan and their implementation,

• risk management (identifying, assessing, monitoring, controlling and mitigating the main types of risks a company faces), including systemic risk,

• regulatory framework and capital market requirements,

• internal audit,

• information technology and security, including cybersecurity,

• local, regional and global capital markets, as appropriate;

• corporate governance and business ethics issues,

• issues of human resources and remuneration,

• ESG issues (environment, social responsibility, governance),

• management of national business groups and the risks associated with group structures.

Independent judgment: All members of the BoD should be able to actively participate in its meetings and make their own sound, objective and independent decisions in discharging their duties.

The members of the BoD should have the necessary behavioral skills, including among others:

• the necessary behavioral skills, including courage, determination, communication skills, the ability to exchange knowledge and experience, innovative thinking, a consensual approach and vigor, to make effective judgments and, if necessary, to make meaningful assessments; and challenge the proposals or opinions of other members of the BoD,

• the ability to ask reasonable questions to BoD members. and in particular its executive members and to be critical,

• the ability to resist the phenomenon of "groupthink", that is, to make objective and independent decisions,

• the ability to avoid conflicts of interest that impede their ability to perform their duties in an impartial, independent and objective manner and, in any case, to notify the other members of the BoD about the occurrence or possible occurrence of a conflict of interest in accordance with the Company's Conflict of Interest Policy.

(b) absence of conflict of interest with the Company

The Company has adopted and implements a Conflict of Interest Policy which includes procedures for the prevention of conflicts of interest, measures for the disclosure and management of conflicts of interest and any cases and conditions that, exceptionally, would be acceptable for a member of the BoD to have conflicting interests, provided that the member's interests are significantly limited or properly managed. All real and potential conflicts of interest at the BoD level are subject to adequate notification, discussion, documentation, decision-making and proper management (i.e. the necessary measures to reduce conflicts of interest are taken).

In case of assessment for the position of an independent member, the candidate must meet all the formal criteria of independence set by the regulatory and institutional framework. The independent non-executive members of the Board of Directors must notify the Board of Directors in a timely manner of any event that may cause a change in their capacity as independent members of the Board of Directors.

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(c) be able to devote sufficient time to perform his/her duties based on the description of his/her position, role and duties

In order to determine the adequacy of time, the capacity and responsibilities assigned to the member of the BoD (executive, non-executive or independent non-executive member of the BoD), the number of his/her positions as a member of the BoD of other companies are taken into consideration and the resulting qualities held by that member at the same time, as well as other professional or personal commitments and conditions.

In accordance with article 46 of Law 4514/2018, and the specification of 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 , members of the BoD may not hold more than one of the following combination of positions in Boards of Directors at the same time: (a) a position as executive member of the BoD and two positions as non-executive member of the BoD; (b) four positions as non-executive member of the BoD. Positions of executive or non-executive member of a BoD in companies of the same group or in which the market operator has a special participation are considered as one position of a member of the BoD. The Hellenic Capital Market Commission may allow members of the BoD to hold one additional position of non-executive member of a BoD.

(d) Diversity criteria

The promotion and election of the members of the BoD is always guided by the value, qualifications, skills and professional experience of each member and of the BoD as a whole, in order to ensure the effectiveness required of it. For the promotion of the candidate members of the BoD of the Company, it is a priority to ensure that the BoD continues to have strong leadership and the necessary combination of skills in order to effectively implement the Group's business strategy.

In the search for suitable candidates for appointment to the BoD, the Nomination and Compensation Committee will assess the candidates meritoriously, based on objective criteria, as defined by the Law as well as by the corporate culture and the strategic goals of the Company, taking into account in addition the advantages provided by the differentiation in the BoD without exclusion due to discrimination on grounds of sex, race, color, ethnic or social origin, religion or belief, property, birth, disability, age or sexual orientation.

The Company generally ensures equal treatment and equal opportunities between the sexes. Therefore, it will be sought to have an adequate representation by gender of at least twenty-five percent (25%) of all the members of the BoD. The Nomination and Compensation Committee takes into consideration this criterion when submitting proposals for the appointment of BoD members.

The persons proposed for election should be persons who, as a whole, will have a variety of views, knowledge, judgment and professional experience, commitment to active and effective participation in the BoD and its committees, qualities required to discharge their duties and to maintain maintenance within the BoD a balanced mix of qualifications, in order to achieve the sound and prudent management of the Company.

During the selection process, the structure, the specialized activities and the activity environment of the Group are taken into account, the complexity of its operations and its special institutional role and character, the need for composition and balance of old and new members, the balance of the sexes, the educational and professional background, individual skills and proven experience in financial, accounting, auditing, risk and capital management issues and new technology and digital age issues, as well as a basic understanding of the relevant legal and regulatory aspects that support the requirements of the Group.

The selection procedures for members of the BoD should ensure that the most prominent candidates for the BoD cover at least one of the diversity areas described that are not already included in the BoD. However, in any case, the most prominent candidates will not be nominated solely for the purpose of enhancing diversity, as this could negatively affect the operation and suitability of either the BoD in its entirety or of its members.

(e) In addition, it should be ensured that the BoD has, collectively, the management capacity required to perform its role and duties, as well as that it adequately understands the activities for which members are collectively responsible, and to possess the necessary skills to exercise the actual management and supervision of the Company, including in relation to:

• Its business activity and the main risks associated with it,

• strategic planning,

• financial reporting,

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• compliance with the legal and regulatory framework,

• understanding Environmental, Social and Corporate Governance (ESG) issues,

• the ability to recognize and manage risks,

• the effect of technology in its activities,

• adequate gender representation

Additional criteria for the executive members of the BoD: The persons under consideration for the position of executive member of the BoD must also be willing to enter into a full-time or service contract with the Company and to have demonstrated, in both the current and past positions, that they have the experience, ability and integrity as executive members to lead the Company (and its Group) in achieving its strategic goals.

According to par. 3 and 4 of art. 45 of Law 4514/2018, the Hellenic Capital Market Commission checks the suitability of the members of the Board of Directors.

Assessment on an ongoing basis: The BoD has the primary responsibility for identifying gaps in its collective suitability. For this purpose, the Board conducts its self-assessment annually. Also, every two years an assessment of the effectiveness of the Board is carried out. by an independent external consultant.

The Nomination and Compensation Committee:

a) assesses periodically and at least annually the appropriateness of the structure, size, composition and performance of the BoD and its committees and makes suggestions to it in relation to any required changes,

b) assesses periodically and at least annually the knowledge, skills and experience at both the individual BoD member level and of the BoD as a whole, and submits relevant reports to the Board.

The BoD, through the Nomination and Compensation Committee, monitors on an ongoing basis the suitability of the members of the BoD, in particular, to identify, in light of any relevant new event, cases in which it is deemed necessary to re-evaluate their suitability. Specifically, a reassessment of suitability will be carried out in the following cases:

a) When there are material changes in the composition of the BoD, including:

i. When new members are appointed to the BoD,

ii. When BoD members are replaced,

iii. During the renewal of the term of office of the members of the BoD, especially if the requirements of the position have changed or if the member has been appointed to a different position within the BoD. In this case the assessment should be limited to the members whose position has changed and the analysis of the relevant aspects, taking into account any additional requirements for the position,

b) when doubts arise regarding the individual suitability of the members of the BoD or the suitability of the composition of the body,

c) in case of a significant impact on the reputation of a member of the BoD,

d) in any case of occurrence of an event that may significantly affect the suitability of the member of the BoD, including cases in which the members do not comply with the Conflict of Interest Policy of the Company.

Also, the BoD, through the Nomination and Compensation Committee, re-assesses the sufficient time commitment of a member of the BoD, if that member assumes additional management duties or begins to carry out new activities.

In the event that one or more of the eligibility criteria ceases to be fulfilled, based on the Suitability Policy, in the person of a member of the BoD, the possibility of taking corrective measures to address the identified weakness is examined. Such remedial measures may, for example, be the provision of additional training on specific topics to the BoD member or members, the redistribution of duties, as well as any other measure deemed appropriate, as the case may be.

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The Nomination and Compensation Committee, records the results of the suitability assessment, in particular any weaknesses identified between the projected and actual individual and collective suitability, and the measures taken to address these deficiencies.

If the cessation of fulfilment of one or more of the eligibility criteria, based on the Suitability Policy, in the person of a member of the BoD is due to reasons that this person could not prevent even by exercising extreme diligence, the BoD shall arrange for his/her removal and replacement within three (3) months.

The BoD ensures the appropriate succession plan, for the smooth continuation of the management of the Company's affairs and decision-making after the departure of members of the BoD, especially executive and members of committees.

Induction and training program for the members of the BoD: Each member of the BoD must be able to remain capable to perform his/her duties, including through continuing education. The Company has adopted an induction and training program for the members of the BoD, contributing to the improvement of their knowledge, skills and abilities, through various educational activities that the Company deems appropriate for this purpose.

The Company ensures the availability of the necessary financial and human resources for the implementation of appropriate induction and educational programs on a continuous and personalized basis in order to ensure that the Members of the BoD are suitable and can perform their duties according to their specific responsibilities and their participation in the committees.

The Suitability Policy and any substantial amendment thereto is valid as of its approval by the general meeting.

The Suitability Policy in force at any time is posted, updated, on the Company's website.

2.8. Composition of the Board of Directors

The current Board of Directors of the Company consists of eleven (11) members and was elected to a three-year term of office by the Ordinary General Meeting of shareholders on 8.6.2023, and its term of office ends on 8.6.2026, extended until the Ordinary General Meeting that will convene after the end of its term of office.

On the 31 st December 2023, the composition of the Board of Directors and its Committees was as follows:

Participation in BoD Committees

No

Name

Position in the BoD

Date of 1 st election

Date of reelection

End of term of office

Years on the BoD

Audit

N&CC

Strategic Planning

Risk

IT

1.

George Handjinicolaou

Chairman, Independent Non- Executive Member

27.12.2017

8.6.2023

8.6.2026

7 years

M

C

2.

John Costopoulos

Vice Chairman, Independent Non- Executive Member

8.6.2023

-

8.6.2026

7 months

M

3.

Yianos Kontopoulos

Chief Executive Officer

8.3.2022

8.6.2023

8.6.2026

1 year and 10 months

M

4.

Konstantinos Vassiliou

Independent Non- Executive Member

16.2.2015

8.6.2023

8.6.2026

8 years and 10 months

M

5.

Dimitrios Dosis

Independent Non- Executive Member

31.5.2021

8.6.2023

8.6.2026

2 years and 7 months

M

6.

Giorgos Doukidis

Independent Νon- Executive Μember

30.5.2019

8.6.2023

8.6.2026

4 years and 7 months

M

C

2023 ANNUAL FINANCIAL REPORT

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Participation in BoD Committees

No

Name

Position in the BoD

Date of 1 st election

Date of reelection

End of term of office

Years on the BoD

Audit

N&CC

Strategic Planning

Risk

IT

7.

Polyxeni Kazoli

Independent Νon- Executive Μember

30.5.2019

8.6.2023

8.6.2026

4 years and 7 months

M

C

M

8.

Theano Karpodini

Independent Νon- Executive Μember

31.5.2021

8.6.2023

8.6.2026

2 years and 7 months

C

M

9.

Nicholaos Krenteras

Independent Νon- Executive Μember

28.6.2021

8.6.2023

8.6.2026

2 years and 6 months

M

10.

Spyridoula Papagiannidou

Independent Non- Executive Member

30.5.2019

8.6.2023

8.6.2026

4 years and 7 months

M

11.

Thomas Zeeb

Independent Non- Executive Member

8.6.2023

-

8.6.2026

7 months

M

C: Chairperson | M: Member

During 2023 and up until the publication date of the Annual Financial Report, the following changes occurred in the composition of the BoD and its committees:

By virtue of the decision dated 8.6.2023 of the General Meeting, following the recommendation of the Nomination and Compensation Committee, the reduction of the number of members of the Board of Directors from thirteen (13) to eleven (11) and the election of a new Board of Directors was decided, due to the expiration of the term of office of the previous one, which consists of the aforementioned persons. On the above date, Mr. Alexios Pilavios, Mr. Ioannis Emiris, Mr. Ioannis Kyriakopoulos and Mr. Pantelis Tzortzakis ceased to be members of the the Board of Directors of the Company.

In addition, the term of office of the Board of Directors was set at three years by virtue of the aforementioned decision of the General Meeting.

Furthermore, by virtue of the decision dated 8.6.2023 of the Board of Directors the composition of the Committees of the Board of Directors was set as above, and by virtue of the decision dated 29.1.2024 of the Board of Directors, Mr. Thomas Zeeb replaced Mr. Georgios Doukidis in the chairmanship of the Risk Committee.

Information about the current composition of the BoD as well as short biographies of the members and senior executives are provided below as well as on the website of the Company (

https://www.athexgroup.gr/web/guest/company

):

George Handjinicolaou – Chairman, independent non-executive member

Mr. Handjinicolaou is Chairman, independent non-executive member, of the Board of Directors of ATHEX Group. He is also Chairman and non-executive member of the Board of Directors of Piraeus Financial Holdings S.A and Piraeus Bank, Chairman of the Piraeus Bank Group Cultural Foundation, and an independent, non-executive member of the Board of Directors of Hellenic Energy Exchange. He also served as Chairman of the Board of Directors of the Hellenic Bank Association (2019-2021), the non-profit legal entity that represents Greek and foreign credit institutions operating in Greece.

His career in the financial services sector spans over 35 years, the vast majority of which was at global financial institutions based in London and New York.

Mr. Handjinicolaou was Deputy CEO of the International Swaps and Derivatives Association (ISDA) in London for 8 years (2007-2009 and 2011-2016), where he was also a member of the Board of Directors.

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Previously and for over 25 years, he held senior management positions in the derivatives and fixed income at several global financial institutions including Dresdner Kleinwort Benson, Bank of America, Merrill Lynch and UBS in London and New York.

Mr. Handjinicolaou started his career at the World Bank in Washington, DC. In addition, he had leadership experience in Greece, having served as CEO of TBANK and as Vice Chairman of the Hellenic Capital Market Commission.

Mr. Handjinicolaou received his PhD in Finance from the Graduate School of Business at New York University, where he also earned his MBA. He also holds a BS degree from the Law School at the University of Athens, Greece

John Costopoulos – Vice Chairman, independent non-executive member

Mr. Costopoulos is a member of the Supervisory Board and Chairman of the Nomination and Compensation Committee of Austriacard Holdings, an Austrian high-tech group with an international presence in the fields of digital security and information management, serving large private and public organizations. The company is listed on the Vienna and Athens Stock Exchanges.

He is also active as a business consultant in the areas of strategic development and organizational development and in the field of executive coaching for senior executives.

From 2007 to 2015 he was CEO of Hellenic Petroleum Group S.A. and from 2003 to 2007 he was Executive Member of the Group's Board of Directors with responsibilities in Strategic Development, Business Planning and International Activities. From 2001 to 2003 he was Managing Director of Petrola S.A., which later merged with Hellenic Petroleum S.A. From 1992 to 2000 he held senior management positions based in Greece, namely: Chief Executive Officer of Diageo-Metaxa (1992-1997), Managing Director of Johnson & Johnson Hellas (1998) and Regional Director of Johnson & Johnson for all Central and Eastern Europe and the Balkans (1998-2001).

From 1987 to 1992 he was a senior executive at the London-based international management consulting firm Booz Allen & Hamilton and was responsible for the execution of numerous strategic development, organizational development and performance optimization projects for clients in the USA, Europe and the Middle East, primarily in the banking, financial services and consumer products industries. From 1983 to 1986 he worked for Chase Manhattan Bank in New York, Athens and London in the large corporate sector. He started his career at Procter & Gamble in Geneva, where he worked from 1980 to 1982. He previously served as a member of the Board of Directors of the organizations: SEV (2008-2015), Elpedison SpA, (2007-2015), DESFA S.A. (2005-2008), Fourlis Group S.A. (2007-2022), IOBE/Foundation for Economic & Industrial Research (2008-2011), Frigoglass S.A. (2014- 2023).

He holds an MBA from the University of Chicago, USA (1980) and a B.Sc. Economics from the University of Southampton UK (1978).

Yianos Kontopoulos – Chief Executive Officer, executive member

Yianos Kontopoulos joined the Athens Exchange Group as CEO in 2022.

He has a long and successful international experience in global capital markets. He was a Partner, Chief Macro Strategist at CQS Fund in London, with previous service at UBS and Merrill Lynch, and he was CEO at Eurobank Asset Management.

He has worked in senior management positions in capital markets in New York, London and Athens.

He started his career on Wall Street at Salomon Brothers. He was Managing Director at two of the largest international investment banks, UBS and Merrill Lynch, where he created and led large teams of leading analysts, building an extensive international network of contacts with major and significant investment firms around the world.

In Greece, he was Chief Investment Officer of Eurobank as well as CEO of Eurobank Asset Management, the largest mutual fund management company in the country. He has also worked in key positions in hedge funds abroad with billions in investments in global markets.

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He is the Chairman of the Stock Markets Steering Committee, a Member of the Board of Directors of the American - Hellenic Chamber of Commerce, a Member of the Board of the Council on Competitiveness of Greece and a Member of the Working Committee of the Federation of Euro-Asian Stock Exchanges (FEAS).

He was born and raised in Thessaloniki.

Yianos Kontopoulos holds a Ph.D., M.Phil., and M.A. in Economics from Columbia University and an A.B., also in Economics, from Harvard University.

Konstantinos Vassiliou – independent non-executive member

Mr. Vassiliou is Deputy CEO and an Executive Member of the Board of Directors of Eurobank, heading Corporate and Investment Banking (CIB).

He is also Chairman of the Board of Directors of Eurobank Factors, Vice Chairman of the Boards of Directors of Eurolife FFH Insurance Group Holdings, Eurolife FFH Life Insurance and Eurolife FFH General Insurance, member of the Boards of Directors of Eurobank Equities and Marketing Greece and member of the ESG Steering Committee of the Hellenic Federation of Enterprises.

Before joining Eurobank in late 2005, Mr. Vasiliou was Country Manager for Greece, Cyprus and the Balkans region at Bank of Tokyo-Mitsubishi, based in London. Having more than 25 years of experience in Corporate & Investment Banking, he has been actively involved in most M&A transactions and major debt financings completed in Greece and Southeastern Europe and has led some of the largest and most visible debt restructurings in Greece.

Mr. Vassiliou received an MBA from the Boston University Graduate School of Management in 1998 and a BA in Business Administration from the Economic University of Athens in 1994.

Dimitrios Dosis – independent non-executive member

Mr. Dosis is President, Head of Eastern Europe, Middle East & Africa at Mastercard, He is responsible for guiding the company's global strategy in more than 80 markets and is heading Mastercard. He is also a member of the MasterCard Global Management Committee since 2019.

He is responsible for leading the company's global strategy in more than 80+ markets and leading Mastercard's journey to bring new payment solutions and services to the region, covering security, protection, data, artificial intelligence, as well as promoting social progress and inclusive growth. Under his leadership, Mastercard promotes its ambitions as the only accurate multi-rail technology company, working with a wide range of public and private sector partners to strengthen the region's digital ecosystem.

Dimtrios Dosis was previously President of Mastercard Advisors, the company's services division, where he accelerated the use of predictive technologies in order to advance the company’s industry proven problem – solving skills and leveraged insights and data-driven analytics to help retail and banking clients solve pressing business issues.

Mr. Dosis has more than 20 years of experience in technology, banking transactions and management consulting. He holds an MBA and a PhD from the European Business School, and a Master in Economics from the University of Hagen.

Giorgos Doukidis – independent non-executive member

Mr. Doukidis is Professor of eBusiness in the Department of Management Science and Technology at the Business Administration School of the Athens University of Economics and Business (AUEB).

He was a member of the University Council, director of the Innovation and Entrepreneurship Unit and co-founder of AUEB's ACEin (the start-up incubator). The e-Business Research Center (ELTRUN) at AUEB, which he founded and directed until 2021 is one of the largest in its specialty among European Business Schools. It is staffed by 40 researchers and has successfully completed 50 internationally competitive research projects. His research excellence has been recognized with various international awards such as the European Case Study Award 2009 in the category "Knowledge, Information and Communication Systems Management" and the European ECR award in "Retail Innovation with Business Analytics" in 2015.

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He holds a BSc in Mathematics from the University of Thessaloniki, an MSc in Operational Research and a PhD in Artificial Intelligence/Simulation from the London School of Economics (LSE) where he taught from 1982 to 1990. He was visiting Professor at LSE and Brunel University, taught at leading European Business Schools, he has published more than 250 scientific papers and 20 books (10 with international publishers).

He was Chairman of TANEO (Greek New Economy Fund) and vice-President of GRECA (Greek eCommerce Association). During the last 30 years he has acted as consultant in many organizations/enterprises in areas such as business development, innovation and re-engineering, e-business and digital transformation, business analytics.

Polyxeni Kazoli – independent non-executive member

Mrs. Kazoli is an experienced international lawyer, admitted to the bars of New York, Paris and Athens. She has completed large and complex transactions for more than twenty years in multinational environments, advised the governments of Greece, Italy, France, Spain and Portugal in privatizations and offerings, as well as advised clients on EU financial regulations and corporate governance.

Until 2015, she was a counsel at Allen & Overy LLP, where she spent 15 years specializing in international debt and equity offerings and advising on privatizations and cross border transactions. Prior to this was, she was practicing with Skadden Arps LLP in their Paris and London offices in the international capital markets team.

Mrs. Kazoli has also worked with the World Bank, conducting legal assessment, policy and regulatory reform and advising on judicial capacity building in Peru, Argentina, El Salvador and Venezuela, and more recently as an expert with the European Union in Georgia providing technical assistance and training to government officials on negotiation and drafting of international contracts.

For the last few years she has been advising on regulatory reform and corporate governance of governments, financial institutions and companies, from small to large. She served for five years as a senior advisor with Nestor Advisors Ltd, a UK advisory firm specializing in corporate governance.

Mrs. Kazoli is an independent non-executive member of the Board of the Athens Exchange, the Chair of HCGC (Hellenic Corporate Governance Council), a member of the Supervisory Board of the Hellenic Growth fund (entity supervising the Greek state-owned companies) and an independent non-executive member of the Board of Autohellas, as well as a member of the Advisory Board of the NGO DESMOS. Finally, she represents Greece at the International Chamber of Commerce's Commission of AntiCorruption and Corporate Social Responsibility. She speaks five languages and holds an LLM from George Washington University.

Theano Karpodini – independent non-executive member

Theano Karpodini is President of the National Organization for Health Service Provision (EOPYY) since 2020; she was Vice President of the Organization from 2019-2020.

She has more than twenty years of experience in management positions, both in the private sector as a high- ranking executive, as well as in public administration over the 2008-2019 period as a special advisor in the State Treasury of the Ministry of Finance.

From 1997 to 2006 she worked in various positions at the Athens Exchange, while from 1994 to 1997 she was a Senior Auditor at Ernst & Young.

In her professional career, she has been involved in the financial audit of private companies, balance sheets and accounts of public bodies, and was responsible for the Program for the Repayment of Overdue Debts of General Government Institutions 2012-2014 as an advisor to the General Accounting Office.

Mrs. Karpodini studied Business Administration, specializing in accounting and financing at the Athens University of Economics and Business, and holds a postgraduate degree in Business Administration.

Nicholaos Krenteras – independent non-executive member

Mr. Krenteras is an advisor and former President and Member of the Board of Directors of InterPrivate III Financial Partners Inc. He has over 20 years of experience in financial services and technology, including his 14 years as a Partner at Pine Brook Partners, a New York-based private equity firm. He was a founding member of

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the Pine Brook Financial Services franchise and an active member of the Investment Committee where he helped establish the company's FinTech investment practices in United Kingdom.

Prior to Pine Brook, Mr. Krenteras spent nine years in the financial services industry, working for LabMorgan, JP Morgan's financial technology venture arm, as Vice President of Portfolio Development.

Earlier in his career, he worked for Bank of America as an interest rate derivatives trader and as vice president of trading and business development for Pedestal Capital, a tech-enabled start-up institutional brokerage firm for mortgage-backed securities.

Throughout his career, he has worked with more than 25 portfolio companies in the United States at all stages of development, from start-up to after the IPO.

Nicholaos Krenteras holds an MBA in Finance & Entrepreneurship from Columbia Business School (New York, USA) and a BA in International Relations from Brown University (Rhode Island, USA).

Spyridoula Papagiannidou – independent non-executive member

Mrs. Papagiannidou is currently Director of the Banking Supervision Department at the Bank of Greece.

She has served at various positions at Bank of Greece for 31 years, mainly in the areas of financial stability, payment and securities settlement systems and banking regulation and supervision.

She has been member in numerous Committees and working groups at the European Central Bank, the European Systemic Risk Board, the European Commission and the European Council (where she, inter alia, chaired the Council Working Party on PSD2) and was active in EU technical assistance missions for West Balkan counties. She participated in the Supervisory Board of the European Central Bank and was member of the Board of Supervisors (2015-20) and elected member of the Management Board of the European Banking Authority.

She is currently member of the Market Infrastructure and Payments Committee and of the High Level Task Force on Central Bank Digital Currency at the European Central Bank.

She has studied Economics at the University of Athens and is fluent in English, German and French.

Thomas Zeeb – independent non-executive member

Mr. Zeeb is an executive who has served in various roles in the securities services industry in Europe, including London, Frankfurt, Luxembourg and Switzerland. He has long and successful international experience in global capital markets. He has managed virtually all areas of the securities value chain, including trading, clearing, custody and settlement, and payments.

Thomas Zeeb is Chairman of the Advisory Board of Fintica AI, a board member of Obligate AG, and an external advisor to Bain & Company.

From 2008 to January 2023 he held various positions at SIX Group in Switzerland and was a member of the Group Executive Committee. From 2021 to 2023 he was responsible for the trading division in Switzerland and Spain where he founded and launched the SIX Digital Exchange (SDX). From 2018 to 2020 he was responsible for trading and post-trading activities in Switzerland and from 2008 to 2018 he was responsible for all post-trading services in Switzerland as CEO of the Securities Services Division.

From 2004 to 2008 he worked at Clearstream Banking AG where he was a member of the Executive Committee of the Company. He started his career in 1987 at Toronto Dominion Bank and also worked at Deutsche Bank (1992-1994) and The Bank of New York Company (1995-2004).

Mr. Zeeb studied Business Administration at the University of Western Ontario, Canada, and obtained his post graduate degree from Katholieke Universiteit, Belgium, on the same subject.

Maria Saxoni – Corporate Secretary

The BoD is supported by a Secretary, who prepares and attends its meetings. The task of the Secretary is to provide material and legal assistance to the chairperson and other members of the BoD, both collectively and individually, with the aim of ensuring the BoD’s compliance with relevant laws and regulations, but also with the

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Company’s internal rules. The responsibilities of the Secretary are set out in detail in the Company’s Rulebook of Operation, which is posted on its website.

The present Secretary of the BoD is Ms. Maria Saxoni, Legal Adviser. Ms. Saxoni is a Lawyer at the Supreme Court and the Council of State, and a member of the Athens Bar Association since 1993 (LLB, Law School of the University of Athens). She joined the Group as a Legal Adviser in 1996, initially at the Hellenic Central Securities Depository and subsequently at Hellenic Exchanges. From 2007 onwards, she has been appointed Secretary to the Boards of Directors of all companies in the Group. Ms. Saxoni has over 31 years of extensive legal experience and expertise in matters pertaining to the laws on capital markets, regulatory compliance and institutional adjustment, legal entities and corporate governance, as well as corporate transformation.

During her tenure at the Group, Ms. Saxoni has provided legal support in a wide range of cases (both in and out of court) involving the Group and its management from time to time and, prior to the establishment of the Legal Services Division in 2022, she was responsible for monitoring and coordinating all corporate law matters of the Company and the Group.

Senior Executives

Theodoros Zarros – Chief Technology Officer

Mr. Zarros has assumed the role of Chief Technology Officer at the Athens Stock Exchange Group, as of July 1, 2022. Previously, he held the position of the Group's Director of Infrastructure Management & Support since February 2018 as well as the position of CTO of ATHEXCSD since February 2020.

He has worked for 18 years as Head of Information Technology in large Investment and Securities Brokerage Firms in Greece (P&K Securities, NBG Securities) and has a deep and multifaceted knowledge of the Financial Industry both from the Technology and the Business side.

He has extensive experience in large and complex IT projects and has implemented significant Digital Transformation projects in Greece and in Canada.

He holds a diploma in Computer Engineering & Informatics from the Faculty of Engineering of the University of Patras and a Master's degree in Computer Science from Carleton University, Canada. He has continuously participated in training seminars and conferences with emphasis on Fintech, Digital Transformation, Leadership and Project Management.

Nick Koskoletos – Chief Financial & Issuer Relations Officer (CFO)

Mr. Koskoletos, CFA, is the Chief Financial & Issuer Relations Officer (CFO) of Athens Exchange Group.

Before he joined the Group in January 2020, he was General Manager at Eurobank Equities, heading the award- winning equity analyst team. He has more than 15 years of experience in capital markets in Greece and abroad, both in asset management and investment banking as a sell-side analyst. As part of his work in capital markets, he has collaborated with numerous institutional investor teams. He holds a degree in Economics from the University of Athens, and MBA from the John Molson School of Business in Montreal, Canada, and is a CFA charter holder.

Georgia Mourla – Chief Internal Audit Officer

Mrs. Mourla is the Chief Officer, Group Audit Executive at the Athens Exchange Group since January 1st, 2022. Prior to that, she held the position of Deputy Chief Officer in charge of Issuer Relations.

Georgia Mourla joined the Athens Exchange Group in 2011 having spent over 25 years working for professional services firms in Greece and abroad. She started her career as an auditor with PricewaterhouseCoopers in the UK and progressed to the level of Partner in Audit and subsequently the Management Consulting Services Division, based in Athens.

She has served on the Board of Directors of Price Waterhouse Business Advisors, the Hellenic Railways Organisation and as Chairman of the Board of Directors of the Occupational Insurance Fund of Athens Exchange

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Group employees. She has significant experience in Audit, Finance, Strategic change and the restructuring of large companies and groups in the private and public sectors.

Georgia has qualified as an ICAEW Chartered Accountant (ACA) and is a Member of the Body of Auditors and Accountants of Greece. She holds a Bachelor of Science - Chemistry from King's College, London University.

Nikos Porfyris – Chief Operating Officer (COO)

Dr. Nikolaos Porfyris is currently Chief Operating Officer (COO) at the Athens Exchange Group. He has been with the Athens Exchange Group since 1998 in a number of positions, as Head of Research & Development of Derivatives (ADEX), Director of Business Development of Derivatives Market (ADEX), Director of International Affairs, Director of the Central Registry, Deputy Chief Operating Officer and Chief Business Development Officer. He is currently Vice Chair of the Markets Steering Committee of Athens Exchange.

He is representing Athen Exchange Group in European Associations such as the Federation of European Stock Exchanges (FESE), where he is also Vice Chair of the Management Committee, the European Central Depositories Association (ECSDA) and European Association of Clearing Houses (EACH).

He has been working in the securities industry since 1993 with previous appointments with Fimat, Societe Generale Group, and HSBC James Capel as quantitative analyst, derivatives analyst and research and dealing, respectively.

He is holder of a first-class BS in Physics from the National and Kapodistrian University of Athens, PhD in Electrical Engineering from Edinburgh University and MBA with orientation in Finance from the Edinburgh University Management School. His previous working experience includes research and process engineering in the microelectronics fabrication industry.

Konstantinos Karanassios – Deputy Chief Post-Trading Officer

Mr. Karanassios is Deputy Chief Post-Trading Services & Issuers Support Officer at Athens Exchange Group (ATHEX Group).

From his current position, as a Senior Professional in Capital Market Infrastructures with an Information Technology (IT) engineering background, he plays a lead role in ATHEXClear's and ATHEXCSD's operations and business development of Post Trading Services, and coordinates the implementation of ATHEX Group's strategic actions on continuous improvement of internal organization and operational effectiveness. He joined the ATHEXGROUP in 1997, after an 8 years' successful career in Computer Technology Institute (CTI), an Academic R&D Institution. Since then, he has served at ATHEX Group from various senior IT and business management positions, covering a wide range of IT and business operations and development projects.

Being successful in aligning IT strategy and architecture with corporate mission to meet business strategic goals for clients from the private and public sector, he has an over 33 years' total working experience, an over 18 years' experience in operations and business development of trading & post trading services in Capital Market Infrastructures, and an over 15 years' direct experience as a Senior IT Systems Architect/Manager, Business Analyst, Project Manager and Operations Manager of large-scale IT Infrastructures in both public and private sector. He is a results-oriented leader, highly skilled in orchestrating and executing Capital Markets regulatory compliance, organizational improvement and business development projects, particularly in Post Trading Services.

Mr. Karanassios holds a diploma degree from the Computer Engineering & Informatics Department of the Polytechnic School of University of Patras and certificates from numerous continuing education and vocational training programs and conferences, particularly in IT, Project Management, Operations & Development of Capital Market Infrastructures and Leadership.

Lilian Georgopoulou – Deputy Chief Issuer Relations Officer

Mrs. Georgopoulou is the Deputy Chief Listings Officer at the Athens Exchange Group.

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Mrs. Georgopoulou joined ATHEX in October 2022, from BNP Paribas Investment Management in London where she was a Senior Investment Specialist. She started her career in the City of London at Deutsche Bank and then worked for several years at the London Stock Exchange, leading the development of the fixed income market.

She also led various ESG initiatives and spearheaded the launch of the Green Bond segment at LSE. Lillian has over 14 years of investment experience in international capital markets, having built an extensive network across investment banks and institutional investors.

Lillian has a BSc in Economics from UCL (University College London), and an Μ.Phil in Finance from Judge Business School, University of Cambridge. She is also a holder of the CFA Certificate in ESG Investing and the CFA Certificate in Climate and Investing. Lillian was born and raised in Athens.

Anastasia Bikou – Deputy Chief Sales & Business Development Officer

Mrs. Bikou is the Deputy Chief Sales & Business Development Officer at the Athens Exchange Group.

She joined ATHEX in February 2023 from ALPIMA (now acquired by Quantifeed), a London startup, where she was heading Sales & Client Growth for EMEA. Prior to that, Anastasia was an Executive Director at Goldman Sachs in London, where she was responsible for FX distribution to Institutional Clients across EMEA. She has also worked in institutions, such as National Bank of Greece in Athens and Merril Lynch in New York.

Anastasia combines extensive capital markets expertise with enterprise sales, business development, and relationship management capabilities, skills earned through her interactions with various institutional clients in EMEA.

She holds an MBA in Finance from the Wharton School at the University of Pennsylvania, and two Bachelor degrees in Mechanical Engineering and Business Economics from Brown University.

2.9. Responsibilities of the Board of Directors

The Board of Directors has a supervisory and executive role. The supervisory role is supported by the establishment of the necessary (as appropriate) committees of the Board of Directors based on legislation in effect and the governance principles followed.

A key responsibility and duty of the members of the Board of Directors is to continuously strive to increase the long-term economic value of the Company and to safeguard company interests in general within the framework of all applicable legal and supervisory requirements.

The Board of Directors, acting collectively, manages and administers corporate affairs.

It has, as a whole, sufficient knowledge and experience, at least regarding the most important functions of the Company, so that it can carry out its supervision on all of its operations, either directly or indirectly through the relevant committees of the Board of Directors. In order to avoid conflict of interest, the Company adopts best practices and corporate governance principles that apply, especially regarding the separation of executive and supervisory duties of the members of the Board of Directors.

1. The Board of Directors manages the Company and develops its strategic orientation, having as its primary obligation and duty to constantly strive to increase the long-term economic value of the Company and to defend corporate interests in general.

2. The Board of Directors, in discharging its powers and performance of its duties, takes into account primarily the interest of shareholders, company employees, other interested parties and the social benefit of its actions. The BoD decides using its fair entrepreneurial judgment.

3. The BoD observes and duly complies with the provisions of the law in the framework of the activities of the Company and of the companies associated with it.

4. Decisions that are critical for the Company, especially the specification of its goals and the determination of its strategy are taken only by the BoD. In particular, the BoD:

• Determines the general business strategy of the Company and its subsidiaries.

• Drafts the business plan for the time frame that it deems necessary.

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• Approves the annual budget of the Company and monitors its execution on a quarterly basis.

• Controls and decides on investments (capital expenditures) by the Company.

• Audits the financial statements.

• Determines the goals to be attained and the means of attaining them.

• Decides on buyouts, mergers and spinoffs.

• Decides the first level of the organizational structure of the Company and its staffing.

• Approves the General Governance Principles of the Company and its subsidiaries, and decides on the staffing of the bodies required to operate the regulated activities of the Group.

• Determines and staffs the Committees of the Board of Directors that are foreseen by the Corporate Governance Code that the Group complies with.

• Defines and supervises the implementation of the Company's corporate governance system, controls the effectiveness of the Company's corporate governance practices and makes the necessary modifications.

• Selects, monitors and replaces executive members, in case of resignation or forfeiture, and sets down the plan for their succession.

• Determines the remuneration of executive members and other members of the BoD, based on the long- term interests of the Company and its shareholders.

• Ensures that a transparent process is maintained in the proposals to elect new members to the BoD.

• Monitors and resolves potential conflicts of interest of managers and shareholders, including poor management of corporate assets and abuse in relation to transfers to persons closely related with members of the BoD.

• Ensures the integrity of the financial reporting and independent audit systems, as well as the optimum operation of the appropriate internal audit systems, especially for financial and operational audit, risk management and compliance with the legal and regulatory framework in effect.

In addition, the Board of Directors has the final responsibility for managing the Company’s risks. The responsibilities of the Board of Directors regarding risk management are the following:

• overseeing the development and implementation of an appropriate risk management strategy that reflects the decision for risk appetite and ensures that management is aligned with that decision,

• overseeing development and implementation of an appropriate internal audit system,

• assessing compliance with the approved strategy, based on briefing on risks that include information on key risk factors, as well as regular assessment reports on their overall structure,

• developing policies and procedures on risk that are consistent with the strategy of the Company and the Group,

• monitoring compliance by management with the policies and risk management procedures,

• taking measures to raise awareness concerning risk,

• encouraging an organizational culture of awareness concerning risk,

• examining laws, regulations and best practices locally and internationally,

• reviewing the risk policies and procedures at the Board of Directors and committees and assess risk on a continuous basis,

• taking ultimate responsibility for risk management at the Company,

• ensuring that the policies, the procedures and the controls of the Company are consistent with the tolerance / appetite and ability of the Company to assume risk, and that these policies, procedures and controls address the way the Company identifies, reports, monitors and manages risks,

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• determining and substantiating an appropriate level of risk tolerance and risk capability for the Company and for all the services it provides.

In order to fulfill their obligations, the members of the BoD have the right of free access to factual, material and timely information.

2.10. Exercise of the powers of the Board of Directors

The Board of Directors acts collectively and is responsible to decide on any action that concerns the management of the Company, the management of its assets and in general the promotion of corporate affairs and the pursuit of its objectives, in accordance with the powers conferred upon it under article 10 of the articles of association of the Company and the law.

The Board of Directors meets as a Board in accordance with the relevant provisions of Law 4548/2018 and the articles of association of the Company. In order for a meeting to be legal, the quorum is ascertained based on all members of the BoD which participate and express an opinion on the matters raised. The BoD decides based on the majority principle, which is calculated based on the total number of members present and represented.

Safeguarding the corporate interest requires judgement on the part of the BoD member, as well as a classification of the separate interests which comprise the corporate interest, in order to serve those which best promote the general corporate interest.

The responsibility of the Board of Directors, as a collective body, responsible for the management of the Company and the management of corporate affairs, is judged based on the provisions of article 102 of Law 4548/2018. A member of the Board is relieved of his responsibility if he can prove that he acted with due diligence in carrying out his/her duties, i.e. the care of a prudent businessperson operating in similar circumstances.

2.11. Duty of faith – Conflicts of interest

The members of the Board of Directors must exert all diligence in the performance of their duties. This diligence is judged, however, in light of the specific role that the member has assumed, as executive, non-executive or independent. Diligence presupposes that the member of the Board, in the exercise of his/her duties, acted in the corporate interest. The members of the Board of Directors must in particular:

a) Maintain strict confidentiality about corporate affairs and the secrets of the Company, which became known to them due to their status as members of the BoD.

b) Take all reasonable measures and ensure that secrecy and confidentiality of all confidential information of the Company and the Group are maintained. Any confidential information that comes to their attention during the exercise of their duties as Members of the BoD of the Company, should not be disclosed either during their term or after its expiration (in any way) to third parties, unless required by the legal or regulatory framework or is allowed based on the respective policies and procedures applied by the Company.

Even after their departure from the BoD, the members of the BoD must strictly maintain the confidentiality of any information that has not been disclosed by the Company and not disclose information, reports and data of the Company or general information that came to their knowledge during the performance of their duties, unless otherwise disclosed.

The Members of the BoD must:

a) Not pursue own interests that are against the interests of the Company.

b) Disclose in a timely and adequate manner to the other members of the BoD their own interests, which may arise from transactions of the Company, which fall within their duties, as well as any conflict of their interests with those of the Company or of companies associated with it in the sense of article 32, Law 4308/2014, which arises during the exercise of their duties. They must also disclose any conflicts of interest of the Company with the interests of the persons of paragraph 2 of article 99 of Law 4548/2018, if they are related to these persons. An adequate disclosure is one that includes a description of both the transaction and the interests themselves. This disclosure is made to the BoD of the Company either directly to its individual members or through the chairperson of the BoD. The notification does not need

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to be in writing, but it does need to be done in a way that can be proven. The notification can also be made during the meeting of the BoD and recorded in the minutes of meetings of the BoD.

The Company publishes the instances of conflict of interest and any contracts that have been concluded and fall under article 99 at the next ordinary general meeting of shareholders. Publication also takes place in the annual report of the BoD.

The member of the BoD is not entitled to vote on issues in which there is a conflict of interest with the Company involving either him/her or persons associated with him/her in a relationship subject to paragraph 2, article 99, Law 4548/2018. In such cases, the decisions are taken by the remaining members of the BoD, and in the event that the inability to vote applies to so many members that the remaining ones do not form a quorum, the other members of the BoD, regardless of their number, must convene a general meeting for the sole purpose of taking this decision.

Members of the BoD are permitted to carry out transactions on their own account, but only to the extent that such transactions are not contrary to the corporate interest.

However, if there is a conflict of interest between the member and the Company, the obligation to disclose the situation applies, in accordance with the above. It is also noted that the provisions of articles 99, 100 and 101 of Law 4548/2018 apply, as well as article 66 of the Civil Code.

2.12. Prohibition of competition

The members of the Board of Directors who participate in any way in the management of the Company, as well as its executives, are prohibited from carrying out, without the permission of the general meeting or a relevant provision of the articles of association, on their own account or on behalf of third parties, acts subject to the purposes of the Company, as well as to participate as general partners or as sole shareholders or partners in companies that pursue such purposes.

In the event of culpable violation of the prohibition of the previous paragraph, the Company is entitled to claim compensation. However, instead of compensation, it may require that, for transactions performed on behalf of the member or the executive himself, to consider that these transactions were performed on behalf of the Company, and that for transactions performed on behalf of a third party, to pay to the Company the fee for the mediation or to assign to it the relevant claim.

These claims are written off after one (1) year from the time the above transactions were announced at a meeting of the BoD or notified to the Company. The statute of limitations period, however, occurs five (5) years after the prohibited act was carried out.

2.13. Operation of the Board of Directors

The Board of Directors is convened by the chairperson or the vice chairperson replacing him/her, and meets at the headquarters of the Company, or through teleconference, in accordance with the provisions of Law 4548/2018 that are in effect, at least once a month. In order to achieve the maximum possible quorum, the Board of Directors sets at the end of November of each year the dates of its scheduled meetings for the following year. The Board of Directors has the flexibility to meet whenever deemed necessary.

The Board of Directors can legally meet outside its headquarters in another location, either in the country or abroad, provided that at the meeting all of its members are present or represented, and no member is opposed to holding the meeting and to taking decisions.

The Board of Directors has a quorum and is legally in session when one half plus one of the members is present or represented; however, the number of members that are present cannot be less than three (3). In order to calculate the number necessary for the quorum, any fractional remainder is discarded.

When the Board of Directors meets by teleconference, the members that participate in the teleconference are considered to be physically present.

The decisions of the Board of Directors are taken by an absolute majority of those present and represented, unless the law or the articles of association stipulate otherwise.

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In the meetings of the Board of Directors that have as an item the drafting of the financial statements of the Company, or in which the agenda includes items, for the approval of which Law 4548/2018 provides for a decision by the General Meeting with an increased quorum and majority, the Board of Directors is in quorum when at least two independent non-executive members are present.

A member of the Board of Directors may be represented at the meetings only by another member of the Board of Directors, authorized in writing (including email, telegram or telefax addressed to the Board of Directors). Independent members of the Board of Directors are represented only by other independent members.

Drafting and signing minutes by all members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if no meeting had previously taken place.

The discussions and decisions of the Board of Directors are recorded in summary form in a special ledger which may be kept electronically. At the request of a member of the Board of Directors, the chairperson is obliged to record in the minutes an exact summary of the member’s opinion. In this ledger, a list of members present or represented at the meeting of the Board of Directors is recorded.

The chairperson presides over the BoD, chairs its meetings and when he/she is absent or unable, is replaced by the vice chairperson of the BoD and the latter by another member appointed by decision of the BoD. The chairperson is responsible for the agenda and for ensuring that there is adequate time for the discussion of all items on it, and access by the non-executive members of the Board of Directors to all necessary information for the effective exercise of their supervisory and decisive work.

In addition, the chairperson is responsible for promoting a culture of honesty and dialogue among members facilitating the active participation of non-executive members and ensuring constructive relationships between executive and non-executive members.

According to the articles of association, the duties of Secretary of the BoD are performed by one of its members or any third non-member appointed by the BoD. The BoD has assigned by a decision the support of its work to a competent, specialized and experienced secretary, who attends its meetings. The responsibilities of the Secretary of the Board of Directors include ensuring the proper flow of information in the framework of the Board of Directors as well as between senior management and non-executive members of the Board of Directors and supporting the Board of Directors in governance matters.

The Secretary of the Board of Directors is responsible for ensuring that the procedures of the Board of Directors comply with legislation binding on the Company. The Secretary provides advice and services to all members of the Board of Directors. In carrying out his/her duties, the Secretary of the Board of Directors reports to the Board of Directors.

In 2023, the BoD of the Company met sixteen (16) times.

The table below shows the participation of members of the BoD and its committees in their meetings.

Board of Directors

Audit Committee

Risk Committee

Nomination & Compensation Committee

Strategic Planning Committee

IT Advisory Committee

Average participation

Total # of meetings

Average participation

Total # of meetings

Average participation

Total # of meetings

Average participation

Total # of meetings

Average participation

Total # of meetings

Average participation

Total # of meetings

98%

16

95%

13

86%

4

100%

11

89%

7

85%

5

Name

Participation

# of meetings during the term of office

Participation

# of meetings during the term of office

Participation

# of meetings during the term of office

Participation

# of meetings during the term of office

Participation

# of meetings during the term of office

Participation

# of meetings during the term of office

George Handjinicolaou

100%

16/16

-

100%

11/11

100%

7/7

-

John Costopoulos (1)

89%

8/9

86%

6/7

100%

2/2

-

100%

3/3

-

Yianos Kontopoulos*

100%

16/16

-

100%

7/7

-

Konstantinos Vassiliou

94%

15/16

-

100%

11/11

57%

4/7

-

Dimitrios Dosis

100%

16/16

-

86%

6/7

60%

3/5

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2.14. Remuneration of members of the Board of Directors – Remuneration Policy

A key requirement for continuous, long-term growth, as well as for ensuring the constant presence and sustainability of the company in the market, is the alignment of the goals and motives of the members of the BoD, executives and in general all employees of the business with the aims of shareholders as well as with overall market conditions.

The Company establishes, maintains and applies the key principles and rules in relation to the remuneration of the Members of the Board of Directors and executives (hereinafter “ Remuneration Policy ”) that contribute to the corporate strategy, the long-term interests and sustainability of the Company.

The Remuneration Policy was approved in accordance with article 110 of Law 4548/2018 by the decision dated 02.06.2022 of the Ordinary General Meeting and was registered on 06.07.2022 in the Hellenic Business Registry. The Remuneration Policy went into effect following its approval by the general meeting and applies for fiscal years 2022-2025.

The purpose of the Remuneration Policy is to maximize the value of the Company, by supporting a culture of continuous improvement, development, high performance and commitment to the achievement of goals and interests of all stakeholders. The Remuneration Policy also sets the guidelines that the Human Resources & Administration Support Division should take into consideration for the remuneration strategy that is applied at the Group.

The BoD formulates a proposal that is submitted to the general meeting concerning the remuneration of its members for the services provided. This proposal is drafted in compliance with the legal and regulatory framework to which the Company is subject, based on the Remuneration Policy and best practices in the sector, in a manner that adequately reflects the time and effort that members are expected to make in order to contribute to the work of the Board of Directors and its Committees, but at the same time promote the efficiency of the work of the Board of Directors.

Non-executive members of the Board of Directors receive annual base pay for their participation in the BoD, the time devoted to meetings of the BoD and the performance of duties assigned to them.

The non-executive chairperson receives annual base pay for performing his/her duties.

Non-executive members receive an additional fixed amount for supplementary responsibilities, such as the chairing of and participation in committees, which is approved by the general meeting.

Giorgos Doukidis

100%

16/16

100%

13/13

100%

4/4

-

100%

7/7

100%

5/5

Polyxeni Kazoli

100%

16/16

92%

12/13

-

100%

11/11

100%

3/3

-

Theano Karpodini

94%

15/16

100%

13/13

100%

4/4

100%

11/11

67%

2/3

100%

3/3

Nicholaos Krenteras

100%

16/16

100%

13/13

-

100%

3/3

-

Spyridoula Papagiannidou

100%

16/16

-

100%

4/4

100%

11/11

100%

7/7

-

Thomas Zeeb (2)

100%

9/9

-

0%

0/2

-

33%

1/3

50%

1/2

Alexios Pilavios (3)

100%

7/7

-

100%

2/2

-

100%

4/4

-

Ioannis Emiris (3)

100%

7/7

-

100%

2/2

-

100%

4/4

-

Ioannis Kyriakopoulos (3)

100%

7/7

100%

6/6

-

100%

3/3

Pantelis Tzortzakis (3)

86%

6/7

-

100%

4/4

100%

3/3

(1) Mr. John Costopoulos was elected as a member of the BoD, the Audit Committee and the Strategic Planning Committee on 8.6.2023.

(2) Mr. Thomas Zeeb was elected as a member of the BoD, the Audit Committee, the Risk Committee and the Strategic Planning Committee on 8.6.2023.

(3) Mr. Alexios Pilavios, Mr. Ioannis Emiris, Mr. Ioannis Kyriakopoulos and Mr. Pantelis Tzortzakis have ceased being members of the Board of Directors and of the Committees of the Company in which they participated on 8.6.2023.

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The remuneration of Non-executive members is paid in cash and is subject to the deductions provided for by tax and social security legislation in effect. The amount payable takes into consideration the time commitment and the active participation of the member in meetings of the Board of Directors and committees.

Non-executive members do not participate in any pension scheme, fringe benefits or long-term incentives, and do not receive any bonuses, stock options or other performance-related remuneration.

The remuneration of non-executive members of the Board of Directors for their participation meetings of the Board of Directors and its committees for fiscal year 2023 which were pre-approved by the General Meeting of 2023 was the following:

Annual base pay for participation in the BoD

2023

Non-executive chairperson of the BoD

€70,000.00

Non-executive member of the BoD

€40,000.00

Supplementary to annual base pay for participation in Committees

2023

Committee

Chairperson

Member

Audit Committee

€7,000.00

€5,000.00

Nomination & Compensation Committee

€7,000.00

€5,000.00

Risk Committee

€5,000.00

€2,000.00

Strategic Planning Committee

€5,000.00

€2,000.00

IT Advisory Committee

€5,000.00

€2,000.00

All of the abovementioned amounts are gross before taxes and other fees, including third-party fees.

More specifically, the remuneration paid to non-executive members of the Board of Directors for their participation in the Board of Directors and its committees in 2023 was as follows:

Name

Board of Directors

Strategic Planning Committee

Risk Committee

IT Advisory Committee

Nomination & Compensation Committee

Audit Committee

Total gross remuneration

George Handjinicolaou

70,000.00

5,000.04

80,000.04

Alexios Pilavios (1)

17,424.23

871.23

19,166.69

Konstantinos Vassiliou

40,000.00

2,000.04

5,000.04

47,000.04

Dimitrios Dosis

40,000.00

2,000.04

44,000.04

Giorgos Doukidis

40,000.00

2,000.04

5,000.04

57,000.12

Ioannis Emiris (1)

17,424.23

871.23

19,166.69

Polyxeni Kazoli

40,000.00

1,128.81

6,999.96

5,000.04

53,128.77

Theano Karpodini

40,000.00

1,128.81

2,000.04

871.23

6,999.96

51,000.00

Nicholaos Krenteras

40,000.00

1,128.81

5,000.04

51,128.85

Ioannis Kyriakopoulos (1)

17,424.23

871.23

2,178.05

20,473.51

Spyridoula Papagiannidou

40,000.00

2,000.04

5,000.04

49,000.08

Pantelis Tzortzakis (1)

17,424.23

871.23

19,166.69

John Costopoulos (2)

22,575.74

1,128.81

2,821.99

27,655.35

Thomas Zeeb (2)

22,575.74

1,128.81

25,962.17

GROSS TOTAL

464,848.08

21,257.94

13,000.20

10,742.58

27,000.12

563,849.04

(1 ) End of term of office 07.06.2023

(2) Beginning of term of office 08.06.2023

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57

The remuneration of Mr. Yianos Kontopoulos, executive member of the Board of Directors, for fiscal year 2023 amounts to €300,000 in fixed remuneration; for the same fiscal year he is also expected to receive variable remuneration (bonus), which will be determined in April 2024 and analyzed in the Annual Remuneration Report.

The aforesaid remuneration of Mr. Yianos Kontopoulos covers his services to all the companies of the Group.

As regards the remuneration of the executive members of the Board of Directors, the following apply:

• The Remuneration Policy of the Company as approved above, for positions of a similar level with those held by the members of the Board of Directors in question; and

• the terms of their individual employment contracts.

The remuneration structure for executive members of the Board of Directors which do not receive remuneration for their participation in the Boards of Directors of the companies of the Group, includes a fixed and an ancillary part, as follows:

• Annual base pay and representation expenses

• Ancillary benefits (in the form of additional benefits), always in accordance with their position in the Company hierarchy, the corresponding corporate policies, and in accordance with the terms of their indefinite term employment contracts.

In particular:

Annual base pay is the fixed part of the remuneration for executive members of the Board of Directors, and is included in their individual employment contracts, taking into consideration the level of their position in the organization, the importance of their position, their duties and responsibilities as well as market data on comparable positions of a similar level.

As far as other additional benefits are concerned, executive members of the Board of Directors receive ancillary benefits, which are provided without exception to all personnel of the Group, are part of the overall policy of the Company and do not provide any incentive for assuming risk. Such benefits are for example health insurance.

2.15. Assessment of the structure, the size, the composition and the effectiveness of the Board of Directors

The Company assesses the way the Board of Directors and its Committees function and carry out their duties. Locating and assessing the strengths and weaknesses is a prerequisite for the improvement of the effectiveness of the BoD.

In order to assess the Board of Directors, the provisions of article 46 of Law 4514/2018 “Markets in financial instruments and other provisions”, 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, are applied by the Nomination and Compensation Committee, and, additionally, the Hellenic Corporate Governance Code, as applicable, which makes provision for a general principle on the regular self- assessment by the Board of Directors of its effectiveness in carrying out its duties, as well as that of its chairperson and committees.

In addition to the above self-assessment of the Board of Directors, every two years an assessment of the Board of Directors is carried out by an independent specialized consultant.

The Nomination and Compensation Committee oversees the assessment process, and plans and coordinates the regular assessment process of the Board of Directors and its members, the committees of the Board of Directors, the chairperson of the Board of Directors and the Chief Executive Officer, ensuring that it is carried out adequately. The Nomination and Compensation Committee assesses periodically and at least annually:

(a) the suitability of the structure, the size, the composition and performance of the Board of Directors and its committees and submits proposals to it related to potentially required changes,

(b) the knowledge, abilities and experience of the members of the Board of Directors individually and the Board as a whole and submits the relevant reports,

(c) the performance of the chairperson of the Board of Directors and its committees,

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(d) the performance of the Chief Executive Officer on the current fiscal year always in conjunction with the goals of the approved budget and prevailing market conditions.

The assessment of effectiveness takes place with the use of an electronic platform by means of a questionnaire that covers the overall requirements/expectations as foreseen by the regulatory framework. Apart from the questionnaire, the Committee may gather any additional material it deems useful to the process, carry out personal interviews with the members of the Board of Directors and/or senior executives of the Group who do not participate in it but are in contact with members of the Board of Directors and others. The range and criteria of the evaluation are defined by the Nomination and Compensation Committee and include, without limitation, the structure (composition, diversity, skills set, experience, etc.), dynamics and functioning (frequency and procedures of meetings, availability and adequacy of information, etc.), understanding and contribution to the Company's operations, level of honesty, impartiality, transparency and other behaviours within the Board of Directors. The specific parameters and criteria may vary from year to year depending on the aspects emphasized each time.

The Nomination and Compensation Committee summarizes in a report the results of the assessment, which following a discussion among its members, are presented and discussed at the Board of Directors of the Company where the appropriate remedial measures are proposed and decided to resolve any identified weaknesses.

In 2023, the annual collective self-assessment of the BoD was carried out on the basis of an electronic questionnaire, which covered a wide range of evaluation topics such as strategy and business plan, risk governance, internal audit, regulatory compliance, strategic human resources issues, Board function and dynamics, information flow, the performance of the Chairman, the interaction of the Board with management and the effectiveness of all Board Committees.

At the same time, in the framework of board succession planning in cooperation with an external consultant, in view of the expiration of the term of office of the current BoD on 30.5.2023, the assessment of the skills set at collective and individual level of the members of the BoD was also carried out. The overall feedback is positive, indicates a BoD which, even though it is carrying out its duties in demanding circumstances, is effective, with good structures, procedures, relationships and dynamics. Board members are committed to their role, work well together and provide appropriate supervision. Among the strengths highlighted by the evaluation are the highly effective cooperation between the CEO and the Board of Directors, the excellent execution of his duties by the Chairman, the recognition that the CEO is appropriately equipped to execute the strategy and agenda agreed by the Board of Directors, and the good and open line of communication between the Board of Directors and the senior management. The smooth functioning of the Board of Directors Committees and their effective role in supporting the Board of Directors was also highlighted.

The assessment also highlights the following key areas on which the Board of Directors will focus its attention:

• The BoD, in collaboration with the senior management team, must ensure that the Company’s social purpose is in line with the new strategy and communicate it effectively to major shareholders/investors and other stakeholders in order to ensure that the Company’s corporate purpose is clearly understood.

• Given the increased global focus on ESG issues, the BoD must commit further to the integration of environmental, social and governance (ESG) factors into the long-term strategy and business model of the Company so that it may serve as a benchmark in this field.

• The rapidly changing environment is creating needs for further training of the members of the Board of Directors and the provision of access to educational and vocational training programs so that they may improve and/or maintain their skills.

2.16. Induction and training policy for Members of the Board of Directors

Each member of the BoD must be able to remain competent in the performance of his duties, including among others through continuous education. In order to ensure that new Board of Directors members are provided with all the information and training required for their appropriate contribution to the Board of Directors' functions from the moment of their election and for the fulfilment of its mission, the Company has adopted and applies an induction and training program for the newly-elected members of the BoD, contributing to the improvement of their knowledge, skills and abilities, through the various educational activities that the Company deems appropriate for this purpose.

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The Company ensures the availability of the necessary financial and human resources for the implementation of appropriate induction and educational programs on a continuous and personalized basis in order to ensure that the members of the Bod are suitable and can perform their duties according to their specific responsibilities and their participation in the committees.

The objectives of the induction and training programs provided to the members of the Board of Directors are to:

• facilitate the Board of Directors to clearly understand the structure of the Group and the Company, the business model, the risk profile, the governance arrangements as well as the role of the members in relation to the above,

• facilitate a clear understanding by the Board of Directors of the financial and regulatory developments in the financial sector at the international, European and national level, as well as their impact on the Company,

• increase the awareness of the Board of Directors regarding the benefits of diversity to the Board of Directors and the Company; and

• improve the skills, knowledge or competencies of the members of the Board of Directors in order to carry out their duties on an ongoing basis and on a case-by-case basis.

2.17. Review by the Board of Directors of the fulfilment of the independence requirements by the independent non-executive members of the Board of Directors

The Board of Directors, having considered relevant recommendation of the Nomination & Remuneration Committee regarding the review of the fulfilment of the independence criteria by the independent non-executive members of the Board of Directors, in accordance with the "Disclosure Procedure regarding the existence of dependency relationships of independent non-executive members of the Board of Directors", confirmed that the independence requirements of the independent non-executive members of the Board of Directors, as defined in the applicable framework, including the requirements for independence of Article 9 of Law 4706/2020, have been met prior to the publication of this Annual Financial Report.

2.18. Other professional commitments of the members of the BoD

In accordance with article 46 of law 4514/2018 and 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 members of the BoD are required to confirm in writing that they comply with the limitations on the number of positions that a member of the BoD may hold.

The members of the current Board of Directors have notified the Company about the following professional commitments (including significant non-executive commitments to corporations and non-profit organizations):

BoD member

Professional commitment

George Handjinicolaou

- Independent Chairman of the BoD of the subsidiary companies Athens Exchange Clearing House and Hellenic Central Securities Depository

- Non-executive Chairman of the BoD of Piraeus Financial Holdings

- Non-executive Chairman of the BoD of Piraeus Bank

- Non-executive member of the BoD of the Energy Exchange Clearing House

- Non-executive member of the BoD of Hellenic Energy Exchange

- Chairman of the BoD of the Piraeus Bank Group Cultural Foundation

- Vice Chairman of the Executive Committee of the Council on competitiveness of Greece

- Etolian Capital Management LLC, Partner

- The George & Judith Handjinicolaou Foundation, Trustee

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BoD member

Professional commitment

John Costopoulos

- Independent member of the BoD of the subsidiary company Athens Exchange Clearing House S.A.

- Member of the Supervisory Board and Chairman of the Nomination and Compensation Committee of Austriacard Holdings

- Non-executive member DMEP Holdco Ltd and DMEP (UK) Ltd

Yianos Kontopoulos

- Chief Executive Officer and executive member of the BoD of the subsidiary companies Athens Exchange Clearing House and Hellenic Central Securities Depository

- Member of the BoD of the Hellenic-American Chamber of Commerce

- Member of the BoD of the Hellenic Council on Competitiveness

- Chairman of the Working Committee of the Federation of Euro-Asian Stock Exchanges (FEAS)

Konstantinos Vassiliou

- Executive member of the BoD and Deputy Chief Executive Officer of Eurobank Ergasias Services & Holdings

- Executive member of the BoD and Deputy Chief Executive Officer of Eurobank S.A.

- Non-executive Vice Chairman of the BoD of Eurolife FFH Insurance Group Holding

- Non-executive Vice Chairman of the BoD of Eurolife FFH General Insurance

- Non-executive Vice Chairman of the BoD of Eurolife FFH Life Insurance

- Chairman of the BoD of Eurobank Factors Single-Member S.A.

- Non-executive member of the BoD of Eurobank Equities Single-Member S.A.

- Member of the BoD of Marketing Greece

Dimitrios Dosis

- President Eastern Europe, Middle East & Africa at MasterCard

Giorgos Doukidis

- Independent member of the subsidiary companies Athens Exchange Clearing House and Hellenic Central Securities Depository

- Non-executive Vice Chairman of the BoD of Alumill

- Member of the BoD of the Aluminium Association of Greece

- Member of the Scientific Committee of the Research Institute of Retail Consumer Goods (IELKA)

- Professor at the Athens University of Economics and Business (AUEB)

Polyxeni Kazoli

- Independent member of the BoD of the subsidiaries Athens Exchange Clearing House and Hellenic Central Securities Depository

- Member of the BoD of the Hellenic Corporate Governance Council

- Member of the Supervisory Board of the Hellenic Corporation of Assets and Participations (HCAP)

- Member of the BoD of the non-listed company VLACHAKIS

- Independent member of the BoD of Auto Hellas

- Independent member of the BoD of DIMAND

Theano Karpodini

- Independent member of the BoD of the subsidiaries Athens Exchange Clearing House and Hellenic Central Securities Depository

- President of the National Organization for the Provision of Health Services (EOPYY)

Nicholaos Krenteras

- Business Consultant

Spyridoula Papagiannidou

- Independent Member of the BoDs of the subsidiary Hellenic Central Securities Depository

- Director of Payment and Settlement Systems at the Bank of Greece

Thomas Zeeb

- Independent BoD Vice President of the subsidiary Athens Exchange Clearing House S.A. & Hellenic Central Securities Depository S.A.

- Member of the executive Council of Finstreet Ltd (Abu Dhabi)

- BoD Member of Obligate Ag

- Chairman of the Advisory Committee of Fintica AI

It is noted that no member of the Board of Directors of the Company participates in the Boards of Directors of more than five (5) listed companies.

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2.19. Ownership of shares of the Company by BoD Members and senior executives

Data on 31.12.2023

Shareholder

No. of shares (direct holdings)

% of the share capital of the Company

George Handjinicolaou - Chairman of the BoD

15,000

0.025%

Yianos Kontopoulos - Chief Executive Officer

75,000

0.124%

Nikolaos Porfyris - Chief Operating Officer (COO)

3,000

0.005%

Georgia Mourla – Chief Internal Audit Officer

1,200

0.002%

Lilian Georgopoulou – Deputy Chief Issuer Relations Officer

4,312

0.007%

3. Committees of the Board of Directors

The following Committees operate at the Board of Directors level:

3.1. Audit Committee

Composition of the Committee

Chairwoman Theano Karpodini, independent non-executive member of the BoD

Members 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

Ioannis Kyriakopoulos, independent non-executive member of the BoD (until 07.06.2023)

John Costopoulos, independent non-executive Vice Chairman of the BoD (since 08.06.2023)

Governance - Operation

The Audit Committee consists of five (5) non-executive Members of the Board of Directors of which at least three (3) are independent within the meaning of article 9 of Law 4706/2020, who are not involved in the operation of the Company in any way, in order to make objective and free of conflict-of-interest judgments.

The members of the Audit Committee as a whole have sufficient knowledge in the field in which the Company operates, while at least one member, who also has sufficient knowledge and experience in accounting / auditing, is always present at the meetings of the committee concerning the approval of the financial statements.

The Audit Committee meets regularly at least four times a year, i.e. every quarter, or ad hoc if necessary, at the invitation of the chairperson. In particular, the Audit Committee has the express right to convene as often as it deems necessary in order to carry out its duties.

At the meetings of the Audit Committee, besides the members, other persons may participate – without the right to vote - such as the Chief Executive Officer, chief officers, the Director of Financial Management, external auditors etc. All executives of the Company and the Group are obliged to appear before the Audit Committee if so requested.

At least two (2) times per year, the Audit Committee must meet with the external auditors without the presence of management.

The Audit Committee has a quorum and is legally in session if the majority of its members are present, either in person or through a written authorization to another member of the Audit Committee. The participation of a member of the Audit Committee at a meeting through a video or audio link is to be considered valid for this

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purpose. In order for the Audit Committee to take a valid decision, a majority of members must be present. If a decision on any matter is not unanimous, the views of the minority shall be recorded in the minutes.

The Audit Committee reports to the Board of Directors on its activity at least once every quarter, either through minutes, or through written reports, and submits to the Board of Directors an annual report for the general meeting.

Roles and responsibilities

The Audit Committee functions as a supervisory committee supporting the Board of Directors of the Company in order to supervise the quality and integrity of the accounting and auditing mechanisms, as well as the processes by which the financial statements are produced.

In carrying out its duties, the Audit Committee supervises (i) the financial information process, (ii) the external audit process, (iii) the effectiveness of the internal audit systems, and (iv) the evaluation of the operation of the Internal Audit Division, and reports directly to the Board of Directors of the Company.

The main responsibilities of the Audit Committee are:

Supervision of the Internal Audit Division

• Examine and recommend to the Board of Directors the approval of the Internal Audit Regulation, and any amendments thereto, in order to assure that it complies with International Internal Audit Standards as well as in the sense of article 9, Law 4706/2020.

• Propose to the Board of Directors the appointment and dismissal of the Chief Internal Audit Officer based on the criterion, inter alia, of ensuring the independence and objectivity of the Internal Audit Division.

• Assess the Chief Internal Audit Officer.

• Monitor and inspect the operation of the Internal Audit Division, including the professional conduct of its officers, in accordance with Greek and European laws and regulations, as well as International Standards and the Code of Conduct of the Institute of Internal Auditors (IIA) and evaluate the work, adequacy and effectiveness, without affecting its independence.

In particular, it assesses the staffing, including the professional competence of officers, and the organizational structure of the Internal Audit Division and identifies any weaknesses. If it deems appropriate, it submits proposals to the BoD in order to ensure that the Executive Division has the necessary means, is adequately staffed with personnel having sufficient knowledge, experience and training, there are no restrictions on its work, and it has the independence envisaged.

Is informed about the annual audit schedule of the Internal Audit Division before it is carried out and assesses it, taking into consideration the core business and financial risk sectors, as well as the results of previous audits. In this context, the committee examines whether the annual audit schedule (in conjunction with any mid-term and short-term schedules) covers the main audit areas and systems that are subject to financial information and approves the short-term, mid-term and long-term plan of the Division and any possible amendments.

It has regular meetings with the Chief Internal Audit Officer to discuss matters within his/her competence, as well as any issues that may have arisen from the internal audits. The Audit Committee is informed about the work of the Internal Audit Division and of its regular and ad-hoc reports, and informs the Board of Directors about their content. In this context it examines and assesses the audit reports of the Internal Audit Division as well as management comments.

• Receives key reports and audit findings at least on a quarterly basis and examines whether senior management executives take the necessary corrective measures on time in order to deal with audit weaknesses and other significant matters that are discovered by the Internal Audit Division and informs the Board of Directors.

• Assigns to the Internal Audit Division the audit of any activity of the Company for which there is suspicion of fraud, and immediately informs the Board of Directors of important cases.

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• Is briefed on the self-assessment of the Internal Audit Division, which is carried out on a yearly basis. An annual assessment is also conducted when a periodic assessment is carried out by an external consultant.

• Decides the periodic assignment – at least once every five years and in accordance with International Standards for the Professional Practice of Internal Auditing – of the assessment of the Internal Audit Division to third parties having the necessary experience for this task.

• Approves the annual financial budget of the Internal Audit Division and informs the Management and Board of Directors of the Company.

• Informs the Board of Directors on other internal audit matters of the Company, in accordance with applicable procedures.

Supervision of External Auditors

• Examines and submits recommendation to the Board of Directors, in accordance with article 16 of Regulation (EU) 537/2014, the provisions of Law 4449/2017 and Law 4706/2020 and in general the legal and regulatory framework in effect, on the submission of a proposal to the General Meeting concerning the appointment, reappointment and recall of the certified auditors, as well as their terms of employment and their fee.

• Preapproves the remuneration of the certified auditor in accordance with the legal and regulatory framework in effect on the regular audit of the annual and six-moth financial statements and submits a proposal to the Board of Directors.

• Performs an annual assessment of the effectiveness, independence and objectivity of the certified auditor and oversees the periodic rotation of both the certified auditor and the key collaborators of the audit firm that carry out the audit.

• Is informed by the certified auditor on the annual mandatory audit schedule before it is implemented, assesses it and ensures that the annual mandatory audit schedule will cover the most significant audit areas, taking into consideration the key business sectors and financial risk of the Company. In addition, the Audit Committee submits proposal on other important issues, whenever deemed necessary.

• Monitors the submission of the reports by the certified auditors for the Company and is informed about them.

• Informs the Board of Directors that the work of the certified auditors, insofar as the scope and the quality are concerned, is correct and adequate.

• Requests that the certified auditor reports in writing (Management Letter) about any problems and weaknesses that have been located by the Internal Audit System during the audit of the annual financial statements of the Company, as well as any other material observations by submitting relevant suggestions, and is responsible and ensures that all necessary actions are made for submitting the Management Letter to the Board of Directors.

• Discusses with the certified auditor any material auditing differences that arose from the audit, irrespective of whether they were resolved.

• Informs the Board of Directors about the results of the financial audit and explains through the report submitted by the certified auditor, how the financial audit contributed to the integrity of the financial information and the role of the Committee in the process.

• Submits proposals to the Board of Directors about the special areas where additional audits may be required by the auditors.

• Proposes to the Board of Directors about the periodic assignment, at least once every three years, of assessing the adequacy of the Internal Audit System of the Company to third parties, excluding the regular auditors, who must have the required experience for the task. The auditing firm assuming the work must not undertake more than two consecutive assessments.

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Supervision of Financial Statements

• Monitors the procedure and conduct of the statutory audit of the separate and consolidated financial statements and especially its performance and effectiveness and assists the Board of Directors in ensuring that the financial statements of the Company are reliable and in accordance with accounting standards, tax principles and the law.

• Ensures the existence of an effective process for providing financial information, monitoring, examining and evaluating this process, i.e. the mechanisms and production systems, the flow and dissemination of financial information produced by the organizational units of the Company, taking into consideration other public information (announcements, press releases etc.), compared to the financial information. In this context it submits to the Board of Directors recommendations or proposals to improve this process and ensure its integrity.

• In cases of significant disagreements between management and the certified auditor, it takes all necessary actions and recommendations in order to resolve them.

• Intervenes in order to resolve critical matters that may arise during the audit process, such as a potential difference of opinion between the auditor and those being audited.

• Is informed about the written assurances that the certified auditor requires from management, receives the Management Letter from the certified auditor which it subsequently submits to the Board of Directors.

• Informs the Board of Directors regarding matters about which the certified auditor has expressed strong concern.

• Examines the financial statements as to their content, before they are submitted to the Board of Directors for approval, in order to evaluate their completeness and consistency in relation to the information given to it and the accounting principles applied by the Company, and expresses its opinion to the Board of Directors on the financial statements.

Supervision of Auditing Mechanisms

• Monitors, examines and assesses the adequacy and effectiveness of the policies, processes and safeguards that comprise the Internal Audit System, ensuring the quality and risk management concerning the financial information of the Company without breaching its independence.

• Reviews the published information as to the Internal Audit System and the main risks and uncertainties in conjunction with financial information.

• In this framework, it evaluates the methods used by the Company to identify and monitor risks, address the biggest ones through the Internal Audit System and the Internal Audit Division, and disclose them in the published financial statements in the proper manner.

• Informs the Board of Directors on its findings regarding the adequacy and systematic review of the Company's audit and risk management mechanisms, which ensure the effectiveness, adequacy, as well as the saving of resources in terms of the proper functioning of the Company and its subsidiaries as well as the Company's compliance with the laws and regulations concerning the integrity of the financial information process, and submits proposals for improvement if deemed necessary.

• Participates in the process of monitoring the implementation of the audit recommendations for improvements in control mechanisms and in the production process, in order to examine the implementation progress of the recommendations and any problems that arise in the relevant action plans.

• Submits proposals to the Board of Directors for dealing with weaknesses that have been identified, and follows-up on the implementation of measures decided.

• Is informed by the Chief Internal Audit Officer on all important findings, for which management has decided to assume the risk of non-compliance, either due to the cost involved, or due to specific

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conditions. In these instances, it informs the Board of Directors, which is responsible for taking decisions on these matters.

• Submits to the Board of Directors reports for cases that have been reported to it of conflicts of interest in the transactions of the Company with related parties.

• Supports the Board of Directors in obtaining sufficient information in order to take decisions on matters of related party transactions.

• Ensures the existence of procedures in accordance with which Company staff may, confidentially, express its concerns about potential breaches of the law and irregularities in the gathering, processing and publishing of financial information, including complaints concerning matters of accounting, auditing, or concerning the operation of internal audit or other matters that concern the operation of the business.

• Assigns the conduct of an internal audit on any activity of the Company and its subsidiaries that it deems necessary.

• Directs both the certified as well as the internal auditors to audit projects, for which there is suspicion of fraud.

• Determines the terms for selecting and assigning to certified auditors, excluding the regular auditors, to assess the adequacy of the Internal Audit System and submits a proposal to the Board of Directors for the selection and the remuneration of the selected auditing firms to assess the Internal Audit System of the Company in accordance with the legal and regulatory framework. The assignment of such an assessment project must be made periodically and at least once every three years.

• Monitors the progress of assessment work and compliance with agreed terms and takes delivery of the summary and detailed Assessment Report. Submits without delay to the Hellenic Capital Market Commission and certainly by no later than three (3) months from the reporting date of the Assessment Report, the summary of the Report and, if necessary, the entire Report.

In 2023, the Audit Committee held thirteen (13) meetings and all its decisions were taken unanimously. During each meeting, the examination and settlement of all items on the agenda was completed, after the required information documents had been distributed and, as the case may be, the relevant managers, the statutory auditors and other experts had participated.

The participation of members in meetings of the Audit Committee is shown in the Table of the Members of the Board of Directors at the meetings of the BoD and the Committees (Section 2.13).

The Audit Committee during the meetings above, dealt with all matters under its competence, as determined by the relevant provisions, with the most important ones being to:

• brief the Board of Directors on the result of the statutory audit, recommending to the Board of Directors the approval of the annual financial statements on an individual and consolidated basis before their publication based on the accounting principles being followed,

• monitor and assess the adequacy and effectiveness of the policies, procedures and safeguards of the Internal Audit System, quality assurance and risk management regarding the financial information of the company without violating its independence,

• submit a recommendation for the appointment by the General Meeting of the certified public accountants as well as their remuneration and the terms of their employment without influence by third parties,

• examine and assess the audit reports of the Internal Audit Division, as well as the comments by Management,

• monitor progress on the findings of the internal audit as well as the findings of the audit of IT systems,

• approve the annual report and activities of the Internal Audit Division for fiscal year 2022,

• be informed on the annual audit program of the Internal Audit Division,

• approve the budget of the Internal Audit Division,

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• select and assign the assessment of the adequacy of the Internal Audit System and submit a recommendation to the Board of Directors on the assignment and size of the fee of the auditing firm selected to assess the Internal Audit System of the Company in accordance with the applicable legal and regulatory framework.

• monitor the progress of ongoing assessment work.

The Audit Committee provided regular reports to the Board of Directors on the manner with which it carried out its duties. In addition, in 2023, the Audit Committee met three (3) times with the certified auditors of the Company, without the presence of management of the Company. During the abovementioned meetings, but also during its meetings with the presence of the competent executives of the Company, the Audit Committee ascertained the effectiveness of the audit procedure.

Assessment: The results of the assessment (see Section 2.15) demonstrated an effective Audit Committee. The Audit Committee effectively examines the integrity of the financial statements of the ATHEX Group as well as other important disclosures and effectively monitors and evaluates the annual internal audit both at the autonomous company level and at the Group level and informs the BoD. The Audit Committee ensures that the Internal Audit Division has the capabilities and know-how to assess the effectiveness of the Company’s corporate governance system, the risk management framework and the Internal Audit System, with particular emphasis on emerging risks that may negatively affect the Company. The Audit Committee annually reviews the independence, objectivity, adequacy and operational efficiency of the Internal Audit Division at the Group level.

Information on the current composition of the Audit Committee, its operation and responsibilities is available on the Company's website.

3.2. Nomination and Compensation Committee

Composition of the Committee:

Chairwoman Polyxeni Kazoli, independent member of the BoD

Members George Handjinicolaou, independent non-executive Chairman of the BoD

Konstantinos Vassiliou, independent member of the BoD

Nicholaos Krenteras, independent member of the BoD

Spyridoula Papagiannidou, independent member of the BoD

Governance - Operation

According to its Rules of Procedure, the committee is composed of five (5) non-executive members of the Board of Directors, of which at least three (3) are independent members. The members of the committee are appointed, dismissed and replaced by the Board of Directors of the Company. The duties of chairperson are assigned by the Board of Directors to one of the independent non-executive members of the committee who must have served on the committee as a member for at least one year.

The members of the committee must collectively possess sufficient knowledge, expertise and experience in the business activity of the Company in order to be able to evaluate the appropriate composition of the Board of Directors and to propose candidates to fill vacant positions of the Board of Directors.

The members of the committee are selected on the basis of their qualifications and experience in matters of corporate governance and should, in any event, meet the eligibility criteria, as set by the applicable legal and regulatory framework, while the size and collective trading of the committee should be appropriate to the business model and functions of the Company.

The committee should be formed in such a way that it can exercise its competent and independent judgment on remuneration policies and practices in a way that promotes sound and effective risk management without creating incentives to relax the risk standards of the Company.

Participation in the committee does not exclude the possibility of participating in other committees of the Company.

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The term of office of the members of the committee is three (3) years and may be renewed without limitation. The members of the committee are appointed, dismissed and replaced by the Board of Directors. Loss of the status of member of the Board of Directors automatically entails the loss also of the status of member.

The committee meets at the invitation of the chairperson as many times as is deemed necessary in order to perform its duties, but no less than once every calendar year. Each member of the committee has the right to request, in writing, the convocation of the committee, in order to discuss specific matters.

The committee has a quorum and is legally in session if the majority of its members are present, either by physical presence or by written authorization to another member. The participation of a member of the committee in a meeting using visual or acoustic technological means is considered valid for this purpose. In order for the committee to validly decide, a majority of members must be present. If the decision on any matter is not unanimous, the minority views are recorded in the minutes.

Besides its members, other persons may be invited to the meetings of the committee, without the right to vote, if deemed necessary, such as any member of the BoD, the Chief Executive Officer, the Chief Officers, the Director of Human Resources, executives or advisors of the Company etc. When executive members of the Company or subsidiary of the Group are invited, the Committee informs the Chief Executive Officer of the Company. All executives of the Company and the Group are required to appear before the Committee if so requested.

The presence, participation and voting of a member of the committee when discussing a matter that concerns it directly and personally, or has a conflict of interest, is not allowed. The above prohibition does not apply to decisions concerning the determination of policies, programs, terms or criteria for benefits or remuneration or other matters that have general application.

The committee is assisted in carrying out its work by the departments of the Company and is allowed to hire outside consultants and to determine the terms of engagement with them; these expenses will be borne by management’s budget.

The committee reexamines its rules of operation and either adds to or revises them with those amendments it deems useful.

Roles and Responsibilities

The main responsibilities of the Committee are to:

• Identify, search, assess and propose to the Board of Directors person or persons appropriate to succeed the chairperson, the Chief Executive Officer and the other members of the Board of Directors, in case of resignation or permanent inability to carry out their duties for any reason during their term of office.

• Identify, search, assess and propose to the Board of Directors or the General Meeting for approval a list of persons appropriate for election by the General Meeting as members of the Board of Directors of the Company.

• Appraise the suitability of the structure, size, composition and performance of the Board of Directors and its committees, and submit proposals to it concerning any required changes.

• Assess the combination of knowledge, skills and experience of the members of the Board of Directors individually and as a whole, and submit relevant reports to the Board of Directors

• Assess the effectiveness of executive management members during each fiscal year, always in conjunction with the targets of the approved budget and the conditions that are prevalent in the market.

• Design and further development of principles and policy rules concerning the system of remuneration (e.g. Remuneration Policy) of the members of the Board of Directors, including the executive members of the Board of Directors and senior executives in a manner that ensures compliance with the principles of transparency and corporate governance.

In 2023, the committee met a total of eleven (11) times, and all decisions were taken unanimously. During each meeting, the examination and resolution of all the items on the agenda was completed, after the required information documents had been distributed and, as the case may be, the relevant executives and other experts had participated.

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The participation of members in meetings of the committee is shown in the table of the Members of the Board of Directors at the meetings of the BoD and the Committees.

At its meetings, the committee dealt with all matters within its competence as defined by the existing provisions and its Rulebook of Operation, the most important of which are:

Governance issues

• Conducting the collective and individual evaluation of the members of the Board of Directors and its Committees and reviewing the results,

• Reviewing and ensuring that there is no conflict of interest between BoD members and the Company,

• Assessment of the independence criteria of the BoD members,

• Assigning to a qualified consulting firm the task of drafting the Board Succession Plan.

• Assigning to a qualified consulting firm the task of searching for new candidates to fill vacancies on the Board of Directors, taking into account the strengthening of the Board of Directors’ skills and the improvement of its diversity, in view of the general meeting which elected a new Board of Directors.

• Submission of a proposal to the Board of Directors for approval by the general meeting for the reduction of the number and term of office of the members of the Board of Directors,

• Submission of a proposal to the Board of Directors of the Company for the election of a new Board of Directors.

Remuneration issues

• Review and submission of a positive recommendation to the Board of Directors to obtain approval of the Board of Directors members' remuneration for 2022 and the advance payment of remuneration for 2023, in view of the General Meeting.

• Review and submission of a positive recommendation to the Board of Directors for the Remuneration Report 2022, which was submitted to the Ordinary General Meeting for approval.

• Review of the Remuneration Policy and submission of a recommendation to the Board of Directors for its revision.

• Submission of a proposal to the BoD on the recommendations of the Chief Executive Officer for the senior managers remuneration and the granting of a bonus to the senior Managers and the supervisory executives of the Company for the year 2022 in the context of the audit of its alignment with the approved Remuneration Policy.

Assessment: The results of the assessment (see Section 2.15) showed an effective Nomination & Compensation Committee. The Committee is well guided to ensure that priorities are relevant and that it performs its duties and role effectively and has the required mix and depth of knowledge, skills, competencies and experience and makes clear recommendations with the necessary documentation to the BoD. The Nomination and Compensation Committee ensures that the Remuneration Policy and the relevant procedures are in compliance with the legal and regulatory framework and the long-term goals of the Group and effectively oversees the policy for attracting, retaining, utilizing and developing executives of high professional level and moral caliber, having created a meritocratic framework of objective evaluation and fair reward for performance.

Information on the current composition of the Nomination and Compensation Committee, its operation and responsibilities is available on the Company's website.

3.3. Strategic Planning Committee

Composition of the Strategic Planning Committee:

Chairman George Handjinicolaou, Chairman of the BoD, non-executive member

Members Yianos Kontopoulos, executive member of the BoD

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Spyridoula Papagiannidou, independent non-executive member of the BoD

Konstantinos Vassiliou, independent non-executive member of the BoD

Pantelis Tzortzakis, independent non-executive member of the BoD (until 07.06.2023)

Dimitrios Dosis, independent non-executive member of the BoD

Giorgos Doukidis, independent non-executive member of the BoD

John Costopoulos, independent non-executive Vice Chairman of the BoD (since 08.06.2023)

Thomas Zeeb, independent non-executive member of the BoD (since 08.06.2023)

Polyxeni Kazoli, independent non-executive member of the BoD (since 08.06.2023)

Theano Karpodini, independent non-executive member of the BoD (since 08.06.2023)

Nicholaos Krenteras, independent non-executive member of the BoD (since 08.06.2023)

Alexios Pilavios, non-executive member of the BoD (until 07.06.2023)

Ioannis Emiris, non-executive member of the BoD (until 07.06.2023)

Governance - Operation

The Chief Executive Officer is an ex-officio member of the Strategic Planning Committee, chairman of the aforesaid committee is the Chairman of the Board of Directors of the Company and, when the Chairman is absent or unable to, the Chief Executive Officer. In addition to the Chairman and the Chief Executive Officer, the Strategic Planning Committee is composed of members of the Board of Directors and senior executives.

The Strategic Planning Committee meets at least four (4) times per year, or ad hoc when deemed necessary during the year, at the place and with the agenda specified by its chairman in consultation with the Chief Executive Officer.

The Strategic Planning Committee may, by decision of its Chair, meet remotely in real time via teleconference. The Chair may also ask the Committee to take decisions by means of a circular resolution, even if no meeting has previously been held. Taking such decisions requires only an exchange of email messages or letters.

A Strategic Planning Committee member may be represented at meetings only by another member, duly authorized for this purpose by a letter (which may also be sent by e-mail) addressed to the Chair.

The Strategic Planning Committee has a quorum and convenes validly when attended by half plus one of its members are present. The Chairman or the Chief Executive Officer must be one of the participating members. Valid decision making by the Strategic Planning Committee requires a simple majority of members present. In the event of a tie, the vote of the chairman of the committee shall take precedence.

Each member of the Strategic Planning Committee has the right to submit items for discussion within its competence. These items are taken into consideration by the chairman, who includes them in the agenda of the next regular or extraordinary meeting.

After each meeting, the main points of the matters discussed are sent to members.

The Strategic Planning Committee submits regular reports to the Board of Directors and the chairman succinctly informs Board members on the work of the Strategic Planning Committee after each of its meetings. Finally, the above Committee draws up and submits a summary annual report on its work to the Board of Directors.

Roles and Responsibilities

The purpose of the Strategic Planning Committee is to support the executive members of the Board of Directors in formulating and developing the strategy of the Group in decision-making on all matters related to the strategy. and the implementation of strategic objectives. Furthermore, in the framework of its duties and responsibilities, the Strategic Planning Committee shall collaborate with other committees of the Group, where it is deemed appropriate.

In order to fulfil its purpose, the Strategic Planning Committee is tasked with the following responsibilities:

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• Ensuring that the Group develops a well-defined medium-term strategy along with corresponding annual business plans in line with the directions of the Board of Directors. .

• Monitoring and analyzing the above, as well as important matters and initiatives relating to them, and, when required in this context, drafting recommendations to the Board of Directors.

• Examining and regularly reviewing of the Group's key strategic projects and actions, as well as the extent to which they have been achieved.

• Examining and, if necessary, submitting proposals to the Board of Directors on all matters of strategic importance to the Group which are raised by the Chair or the CEO.

• Overseeing and analyzing the Group’s sustainable development strategy with the aim of continuously improving its performance in environmental and social issues, as well as in matters of corporate governance, taking into account the latest developments in the field of ESG, while also submitting proposals to the Board of Directors when this is deemed appropriate.

In 2023, the Strategic Planning Committee met a total of seven (7) times and all decisions were unanimously taken.

At its meetings, the Strategic Planning Committee dealt with matters within its competence as defined by its Rulebook of Operation, the most important of which were as follows:

• Review of 2022 and development of strategic initiatives for 2023.

• It examined the upcoming regulatory changes and their impact on the Group's operations and revenues.

• It explored possible strategic partnerships with international entities and market operators.

• It reviewed the business plans for new products and services.

• It explored actions that would contribute to the further growth of the Group's revenues.

• It reviewed the Group's ATHEX performance in the ESG sector.

• It provided advice on new pricing policies.

• It reviewed the strategy on existing partnerships/clients.

Assessment: The results of the assessment (see Section 2.15) demonstrated an effective Strategic Planning Committee that is well guided to ensure emphasis on the priorities that matter. The Strategic Planning Committee has the required mix and depth of knowledge, skills, competencies and experience. The above committee makes clear recommendations with the necessary documentation to the BoD. The Strategic Planning Committee examines the strategic direction of ATHEX and the Group and supervises and provides guidance to Management for the development of these actions and contributes to the identification of the long-term interests of the Company in the assessment of the products, services and markets in which it operates.

Information on the current composition of the Strategic Planning Committee, its operation and responsibilities, is available on the Group’s website.

3.4. Risk Committee

Composition of the Committee:

Chairman Giorgos Doukidis, independent non-executive member of the BoD

Members John Costopoulos, independent non-executive Vice Chairman of the BoD (since 08.06.2023)

Theano Karpodini, independent non-executive member of the BoD

Spyridoula Papagiannidou, independent non-executive member of the BoD

Thomas Zeeb, independent non-executive member of the BoD (since 08.06.2023)

Alexios Pilavios, non-executive member of the BoD (until 07.06.2023)

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Ioannis Emiris, non-executive member of the BoD (until 07.06.2023)

Governance - Operation

The Risk Committee consists of at least three (3) non-executive members of the BOD with at least 1/3 of those being independent, having sufficient knowledge in the field in which the Company operates as well as sufficient knowledge, abilities and specialization in order to comprehend and monitor the strategy of the Company for assuming risk.

The chairperson of the committee is appointed by the BoD and must be an independent non-executive member who must possess significant experience in the operation of the capital market, risk management, as well as familiarity with the local and international regulatory framework. The chairperson of the BoD may be a member of the Risk Committee, but he/she cannot chair the latter. In addition, the chairperson of the Risk Committee cannot be the chair of the Audit Committee of the Company at the same time.

The committee meets, at the invitation of its chairperson, as many times as it deems necessary to carry out its mission and not less than four (4) times a year. Each member of the committee has the right to request its convening in writing to discuss specific issues. The committee has the right to invite to its meetings as many officers, employees or consultants of the Company as it deems expedient or useful, as well as to assign tasks to internal groups of executives or external consultants, who aim to assist in the more efficient execution of its duties. All officers of the Company and of the Group are obliged to appear before the Risk Committee upon request. The Head of the Risk Management Unit of the Company attends the meetings of the Risk Committee to be briefed on risk management issues.

In order for a decision to be taken, a quorum with the participation of more than 50% of its members is required. Decisions are taken by a majority of 2/3 of members present, including the members who participate remotely through video conferencing or by using other technological means. A member of the committee may participate in the meeting by teleconference or, in case of impediment, authorize another member of the BoD of the Company to represent him/her at a specific meeting of the committee and vote on his/her behalf on the items of the agenda.

The presence, participation and vote of a member of the committee during the discussion of an item on which there is a conflict of interests is not allowed. Decisions concerning the definition of policy, procedures, terms or criteria for risk management or other matters of general application do not fall under the above prohibition. Minutes shall be taken at all meetings of the committee, which are ratified by its chairperson and members.

The committee may delegate specific tasks and responsibilities to one or more of its individual members, to the extent permitted by applicable legislation and provided that there is no conflict of interest.

As part of its responsibilities, the committee presents to the BoD the results of its actions and activities.

Roles and Responsibilities

The Risk Committee operates as a committee supporting the BoD in matters of risk management and is responsible for exercising the duties determined in its Rulebook of operation, in order to be able to assist, advise and support the BoD in its work concerning:

• Developing an appropriate strategy for risk taking and defining acceptable risk-taking ceilings, as well as overseeing their implementation,

• Establishing principles and rules governing risk management with regard to their identification, forecast, measurement, monitoring, control and management.

• Developing an internal risk management system and integrating appropriate risk management policies into business decision making,

• Compliance of the Company, through appropriate measures and procedures, with the institutional framework for the risk management function,

• Ensuring and monitoring the independence, adequacy and effectiveness of the Risk Management Unit.

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• The Board of Directors reserves the right to revise and delegate, subject to the provisions of the applicable legal/regulatory framework, further duties to the Risk Committee, which depending on the circumstances, must be incorporated in its Rulebook.

The main responsibilities of the committee are:

Responsibilities regarding risk management of the Company

In order to fulfill its purpose in overseeing the Company's risk management, the committee has the following duties and responsibilities:

• Formulates the strategy of assuming all kinds of risks and asset management in a way that meets the business objectives of the Company.

• Ensures the development of internal risk management system and its integration in the business decision-making process (e.g. decisions concerning the introduction of new products and services, the risk-adjusted pricing of products and services, as well as the calculation of profitability and the distribution of capital in relation to risk) throughout the range of activities of the Company.

• Defines the principles that should govern risk management in terms of identification, forecasting, measurement, monitoring, control and management, in accordance with the current business strategy and the adequacy of available resources.

• Determines the type, quantity, form and frequency of information it receives on risk issues.

• Evaluates annually, based on the annual report of the Head of the Risk Management Unit and the relevant excerpt of the Internal Audit report:

o the adequacy and effectiveness of the Risk Management at the Company and in particular the compliance with the defined level of risk tolerance.

o the appropriateness of the limits, the adequacy of the provisions and the general adequacy of the equity in relation to the amount and form of the risks undertaken.

• Formulates proposals and suggests corrective actions to the BoD in case it finds inability to implement the strategy that has been shaped for the risk management of the Company or deviations in its implementation.

• Develops the appropriate internal environment, in order to ensure that each executive and employee understands the nature of the risks associated with his/her activities in the performance of their duties, recognizes the need to deal effectively and in a timely manner and facilitates the implementation of internal control procedures set by the Management of the Company.

• Formulates, annually or more frequently if required, revision proposals and corrective actions to the BoD, regarding the Risk Management Strategy and risk appetite, including the assessment of the suitability of the business plan / restructuring plan of the Company within the risk assumption framework.

• Carries out an annual review of the current framework and approves its amendments, in cases where a modification of the approved risk appetite is requested.

• Controls the pricing of the services offered, taking into account the business model and strategy for assuming risk of the Company. When pricing does not accurately reflect the risks according to the business model and the strategy for assuming risk, the committee submits a corrective plan to the BoD.

• In order to contribute to the formation of sound policies and remuneration practices, and without prejudice to the duties of the Nomination and Compensation committee, examines whether the incentives provided by the remuneration system take into account risk, capital, liquidity and projected earnings.

• Takes any other appropriate action for the effective execution of its mission.

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Responsibilities regarding the supervision of the Risk Management Unit

The main responsibility of the committee is the review - continuous monitoring of the activities of the Risk Management Unit (RMU) of the Company. Specifically, the committee is tasked with the following responsibilities regarding the operation of the RMU:

• Ensures that the RMU develops measurement tools and methodologies for the risk-weighted efficiency measurement and pricing of products and services. In addition, the committee, through the RMU, oversees their implementation.

• Approves the recommendations of the RMU to adopt the appropriate risk adjustment techniques to acceptable levels.

• Establishes appropriate strategies and policies for the risk management undertaken by the Company, determining, after the recommendation of RMU, at each time the acceptable maximum risk limits per risk category.

• Establishes and evaluates the effects of the individual controls and risk mitigation measures, following the recommendations of the RMU.

• Approves, upon the recommendation of RMU, the categorization of risks (taxonomy) and the objects of monitoring (universe) risk as well as the mechanisms of continuous deepening and expansion of the risk register in the Company.

• Approves, upon the recommendation of the RMU, the Company's development and maturity plan in matters of risk and the annual objectives broken down by operation.

• Applies administrative measures, in cases of non-compliance by management to the procedure and policy standards, after an escalation of deviation findings from the RMU.

• Is briefed on the proposals of the RMU to the business units, in collaboration with the mechanisms for change management and the promotion of improvements in the Company, the actions that aim at the most effective risk management, along with the more efficient service of the business objectives of the business.

• Monitors the progress of work agreed with the Company's operational structures (1 st Line of Defense), risk control issues and infrastructure issues to improve the quality of management that affect the effectiveness of risk control.

• Approves the RMU budget and the action plan of the organization for dealing with the risk in the Company, for all business functions including the development and improvement projects in the Company.

• Inspects and examines, the consistent support by the operational operation of the Company, the RMU as well as the managerial reporting line of the Risk Management Officer.

• Prepares the Crisis Management Plan and the impact on risk levels under conditions of stress and multiple failures. It is informed by the RMU, monitors and primarily approves potential extraordinary deviations from these limits.

• Approves the recommendations of RMU regarding the planning, documentation, periodic reassessment and monitoring of the implementation of the process of assessment of the adequacy of the internal capital of ATHEX (capital requirements), in relation to the undertaken or potential risks at the Company and Group level and with its operational environment and determines the policies concerning the amount, management and distribution of its capital in relation to the above risks.

• Receives and evaluates the submitted reports of the RMU, informs the BoD on the most important risks assumed, the outline of risks and exposures of ATHEX and assures as to their effective management.

• Ensures that the RMU has access to all activities and organizational units, as well as to all the data and information of the Group that are necessary for the fulfillment of its work.

• Evaluates annually the effectiveness of the RMU as well as the adequacy and appropriateness of its head.

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Responsibilities regarding cooperation with external auditors

The committee is responsible for providing information to the external auditors on matters falling within its responsibilities such as:

• Rulebook of Operation of the Committee - Amendments

• Annual Risk Management Report

• Reports to the Committee and Decisions of the Risk Committee

The committee reexamines its rules of operation and either adds to or revises them with those amendments it deems useful.

In 2023, the Risk Committee met a total of four (4) times and all decisions were taken unanimously. The participation of the members in the meetings of the Risk Committee is reflected in the above Participation Table of the Members of the Board of Directors at the meetings of the BoD and the relevant Committees.

At its meetings, the committee dealt with all matters within its competence as defined by its Rulebook of Operation, the most important of which are to:

• Monitor the activity of the Risk Management Unit with regard to “Enterprise Risk Assessment” procedures to update the Group's Risk Profile, as a result of business and regulatory developments, and provide guidance to it, monitor the activity of the Risk Management Unit with regard to “Enterprise Risk Assessment” procedures to update the Group’s Risk Profile, as a result of business and regulatory developments, and provide guidance to it

• coordinate the development of synergies on issues related to risk management between the companies of the Group,

• to identify areas and develop relevant actions to mitigate the level of risk in the context of the annual risk reassessment, as well as to monitor the implementation plan and the effectiveness of these actions, analyze the reasons for operational failures and the preparation of recommendations for the improvement of the control environment of the corresponding risks,

• examine the modernization of the systems and infrastructure applications of the core services of the Company.

Assessment: The results of the assessment of the Committee (see Section 2.15) demonstrated an effective Risk Committee. The Risk Committee is well guided to ensure that priorities are relevant and that it performs its tasks and role effectively. The Risk Committee has the required mix and depth of knowledge, abilities, skills and experience and makes clear recommendations with the necessary documentation to the BoD. The Risk Committee ensures that the Company has clearly and adequately defined the level of willingness to take risks and the Group's risk-taking strategy, taking into account all types of risks, in accordance with its business strategy, goals, corporate culture and values of Group and that the BoD is sufficiently informed about all issues related to the risk strategy of ATHEX. The Risk Committee monitors the overall effectiveness of risk management, ensuring that there are appropriate frameworks, policies and resources to undertake, manage, monitor and mitigate the risks to which the Group is exposed or may be exposed.

Information on the current composition of the Risk Committee, its operation and responsibilities is available on the Company's website.

3.5. IT Advisory Committee

Composition of the IT Advisory Committee:

Chairman Giorgos Doukidis, independent member of the BoD

Members Dimitrios Dosis, independent member of the BoD

Theano Karpodini, independent member of the BoD (until 07.06.2023)

Ioannis Kyriakopoulos, independent member of the BoD (until 07.06.2023)

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Pantelis Tzortzakis, independent non-executive member of the BoD (until 07.06.2023)

Thomas Zeeb, independent member of the BoD (since 08.06.2023)

Governance - Operation

The IT Advisory Committee consists of members of the Board of Directors or third parties, non-members of the Board of Directors that are appointed and dismissed by the Board of Directors.

All members of the IT Advisory Committee should have a high degree of expertise in specific business operations or technologies and a recognized wide-ranging knowledge of IT issues with emphasis on IT organization and capitalization.

The meetings of the Committee are also attended by the Chief Technology Officer, the Director of the Applications Development Division, the Director of the Technology Operations & Cloud Infrastructure Division, the Director of the Information Security Division, and the Chief of Staff of the Group. The meetings may also be attended by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. The IT Advisory Committee meets at the invitation of the chairperson, who determines the topics of discussion and meets as often as it deems necessary for the effective performance of its duties, but not less than once every three months.

Each member of the IT Advisory Committee, as well as the Chief Technology Officer, has the right to request in writing the convening of the IT Advisory Committee to discuss specific issues as well as to propose issues to be considered in the context of the agenda.

Apart from the members of the IT Advisory Committee, other officers may be invited to attend its meetings, without the right to vote, if this is considered necessary by any IT Advisory Committee member, regardless of whether such attendees are employees of the Group’s companies or officers of external partners, consultants or other specialists. All the officers of the Group’s companies shall be obliged to appear before the IT Advisory Committee whenever so requested.

The IT Advisory Committee may, by decision of its chair, meet remotely in real time via teleconference. The Chair may also ask the IT Advisory Committee to take decisions by means of a circular resolution, even if no meeting has previously been held. The taking of such decisions requires only an exchange of email messages or letters.

An IT Advisory Committee member may be represented at meetings only by another member, duly authorized for this purpose by a letter (which may also be sent by e-mail) addressed to the chair.

The IT Advisory Committee has a quorum and convenes validly when attended by half plus one of its members, either in person or by written authorization to another IT Advisory Committee member. The participation of an IT Advisory Committee member in a meeting remotely in real time via teleconference shall be considered valid for this purpose.

In the framework of fulfilling its responsibilities and duties, the IT Advisory Committee may delegate special tasks and responsibilities to one or more of its members and set up working groups for specific projects, to the extent that this is permitted by applicable legislation and the rules governing the operation of the Group’s companies.

The IT Advisory Committee chair keeps the Chief Executive Officer and the Strategic Planning Committee informed on an ongoing basis and the Board of Directors periodically regarding its activities and the progress in the IT Advisory Committee’s work, the progress made in respect of critical projects underway in the preceding period, as well as the priorities for actions in the coming period.

The IT Advisory Committee prepares and submits to the Board of Directors a summary annual report of its work.

Roles and Responsibilities

The purpose of the IT Advisory Committee is to advise the Board of Directors on matters pertaining to the formulation and implementation of the Group’s strategy on information technology, based on the guidelines of the Board of Directors, international best practices, regulatory requirements, the rulebooks and operations of the Group’s companies, as well as to monitor the implementation of this strategy in practice.

In particular, the purpose of the IT Advisory Committee is:

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1. To provide advice and guidance to the Technology Executive Division regarding:

i. The alignment of its objectives and activities with the strategic goals and business plans of the Group,

ii. The development of a strategic IT plan in line with the Group’s strategy,

iii. IT governance within the Group and the organization of the Group’s respective resources, .

2. To oversee the implementation of each strategic IT plan and the major IT projects in the Group.

In the above framework, the IT Advisory Committee aims to further the technological development of the Group to ensure that:

i. the IT systems, products and services provided by the companies of the Group meet the required quality standards and offer the Group a competitive advantage,

ii. the Group’s systems development program follows best practices, technical standards and methodology so that the constantly changing market demands can be met with flexibility and security,

iii. the Group leads the way in providing innovative digital services.

To fulfil its purpose, the IT Advisory Committee is tasked with the following responsibilities:

i. To examine and evaluate the organization and architecture of the Group’s systems, to review and align the strategic IT plan in accordance with the Group’s overall strategic planning, to monitor its implementation, in collaboration with the competent organizational units.

ii. To monitor developments in new core and emerging technologies both within and outside the sectors in which the Group’s companies are active, examining the impact from their possible implementation by the Group with a strategic and long-term perspective.

iii. To submit proposals concerning the necessary steps and the organization of actions for the modernization of the Group’s central IT systems and in general for the maintenance of the technological quality and competitiveness of the systems.

iv. To promote and support the creation of strategic partnerships and the funding of research agreements with educational institutions, entrepreneurship and innovation centers, and start-ups, so that the Group gains access to innovative technologies and digital applications of interest to the Group or the Greek capital market ecosystem.

v. To review priorities and strategies in the development of the Group’s technology products and services, and to support Management in the assessment of the commercial prospects and risks of their promotion, as well as specific opportunities for the use and/or acquisition of technology.

vi. To provide advice on:

a. the formulation of the main guidelines and parameters for developing the strategic plan for the modernization of the Group’s IT systems and its digital transformation in general,

b. the long-term strategic goals of the Group’s IT and technology investments,

c. support for the strategic objective of the Company’s role as a Provider of IT Services to third parties, with the investigation and advancement of opportunities for the further commercial exploitation of the Group’s technology services, the adoption of a professional commercial approach when reaching out to clients, and the planning of new digital services,

d. highlighting and supporting the Group’s digital innovation,

e. the adoption and integration of technology into the Group’s operations.

In 2023, the IT Advisory Committee met a total of five (5) times and all decisions were taken unanimously.

At its meetings, the IT Advisory Committee dealt with all matters within its competence as defined by its Rulebook of Operation, the most important of which are:

• The review of the main IT projects during the current period in question, analysis of implementation issues, resource issues, schedules and priorities.

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• Monitoring of a strategy and a plan for the modernization of the Group's IT systems with the aim of further developing competitiveness, flexibility to serve the Group's strategic planning.

• Monitoring the data strategy and the transition of systems to the Cloud.

• Highlighting IT Governance issues and following up on the findings of IT auditors.

• Monitoring and advising on cybersecurity issues.

• Formulation of initiatives for the creation, organization and promotion of new digital services.

• Providing support for the information technology reorganization project with a view to more effective implementation of strategic objectives.

Assessment: The results of the assessment (see Section 2.15) demonstrated an effective IT Advisory Committee that is properly guided so as to ensure a focus on priorities of importance. The IT Advisory Committee has the required mix and depth of knowledge, abilities, skills and experience. The IT Advisory Committee makes clear recommendations with the necessary substantiation to the BoD. The IT Advisory Committee advises on the direction of the Group’s technological development in order to ensure that the systems, products and IT services provided have the necessary quality and give the Group a competitive advantage. The IT Advisory Committee provides advice to ensure that the Systems Development Program of the Group follows best practices, technical standards and methodology, so that the constantly changing demands of the market can be satisfied with flexibility. The IT Advisory Committee provides advice to ensure that the Group is at the forefront in the provision of innovative digital services both in and outside Greece.

Information on the current composition of the IT Advisory Committee, its operation and responsibilities is available on the Company's website.

4. Other main Committees

4.1. Stock Markets Steering Committee

The committee was set up in accordance with §7.1.3 of the Athens Exchange Rulebook, to cover the operational needs of the regulated markets that have been set up and are in operation in accordance with the above Rulebook, as well as overall compliance with the Rulebook. The committee has additional responsibilities under the Alternative Market Operating Rules.

It has a minimum of nine (9) and a maximum of thirteen (13) regular members, of which three (3) are chosen among executives of the Company and of the companies of the Group, with those members considered executive, and the remainder chosen among persons that possess guarantees of authority and specialization in capital markets in Greece or abroad. Besides the above members, the committee may also have alternate members. The members of the committee, regular or alternate, are appointed by the Board of Directors.

The members of the committee are checked for eligibility in accordance with the provisions of §3 article 45 of law 4514/2018. The term of office of committee members ends on 30 June of each calendar year, and may be renewed. In any event, the Committee meets and legally decides until the term of office of its members is renewed, or new members are appointed.

During its 1 st meeting, after appointing its members, the committee is formed into a body by electing a chairperson, vice chairperson and appointing a secretary, who may or may not be a member of the committee. The chairperson must be chosen from among executive members. The committee drafts a Rulebook of Operation in which its responsibilities are specified, conflict of interest policies described; the convocation, the quorum and decision making are described; how members forfeit their seats, are absent or unable to attend, how members are replaced, how minutes are kept, as well as other procedural details of its operation are defined. The abovementioned Rulebook of Operation is disclosed to the Board of Directors as well as to the Hellenic Capital Market Commission.

The purpose of the committee is mainly to take decisions on matters concerning market access, trading in markets, listing of financial instruments and classification in segments, notification obligations of listed companies, imposition of sanctions in accordance with Section (6) of the Athens Exchange Rulebook, as well as other matters concerning the operation of the markets and application of the Athens Exchange Rulebook, as

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specified in the Rulebook of Operation of the Stock Markets Steering Committee. Furthermore, the committee is responsible for amending the Rulebook of Athens Exchange and issuing decisions in implementation of the Athens Exchange Rulebook, in accordance with §7.1.3.

The committee may form committees and delegate to them, as well as to other departments, responsibilities regarding the implementation of the provisions of the Rulebook of the Athens Exchange. No responsibilities are delegated which concern amendments to the Athens Exchange Rulebook or the issuance of decisions in implementation thereof, in accordance with §7.1.3 of the Athens Exchange Rulebook.

Wherever in the provisions of the Athens Exchange Rulebook there is mention of a decision or other action of the Company, this decision is in principle taken by the Stock Markets Steering Committee, even if not expressly mentioned. The Stock Markets Steering Committee briefs the Board of Directors quarterly on the events of the previous quarter.

Composition of the committee:

Chairman Yianos Kontopoulos, Chief Executive Officer, executive member

Vice Chairman Nikolaos Porfyris, Chief Operating Officer, executive member

Members Smaragda Rigakou, Director of the Legal, Regulatory & Compliance Division, executive member

Nikolaos Pimplis, Attorney, non-executive member

Tom Arvanitis, Head of Piraeus Financial Markets of the Piraeus Bank Group, non-executive member

Nikolaos Vettas, Director General of the Foundation for Economic & Industrial Research (IOBE) and Professor of Economics at the Athens University of Economics and Business (AUEB), non- executive member

Kimon Volikas, former Chief Executive Officer of Hellenic Auxiliary Pensions Defined Contributions FundA, non-executive member

Athanasios Kouloridas, Attorney, Lecturer of Corporate and Capital Markets Law at the Athens University of Economics and Business (AUEB) and Chairman of the ENEISET [Greek Union of Listed Companies], non-executive member

Theofanis Mylonas, Chairman and Chief Executive Officer of Eurobank Asset Management MFMC and Secretary of the Hellenic Fund and Asset Management Association, non-executive member

Georgios Politis, Chief Executive Officer of Euroxx Securities, non-executive member,

Athanasios Savvakis, President of the Federation of Industries of Northern Greece, non- executive member

All of its members have the necessary knowledge, skills and experience, recognized competence, honesty and integrity, independence of mind, and can devote the time required to perform their role and duties.

The responsibilities of the committee are those mentioned in par. 7.1.3. of the ATHEX Rulebook and the ones granted under the authorization of the ATHEX BoD. In particular, the committee studies, evaluates and decides on improvements and additions to the business operation of the markets, with a view to increasing the usefulness of the market to its users and stakeholders, within the rules laid down by European and national law, such as:

i. market liquidity issues and mechanisms that can be adopted to improve it

ii. creation and promotion of new products and services according to the needs of the parties involved and the local and international trends that are currently in force, such as:

• further developing the bond market

• activating the ETF [Exchange Traded Fund] market

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• adding to the derivatives market of contracts having as underlying securities of interest to the market (e.g. on foreign exchange etc.)

• formulating the conditions for admission to its markets in order to cover the financing needs of companies according to the conditions of the Greek economy (especially start-ups and funds) through the exchange’s markets

• expanding network access to its markets through interconnection or cooperation with other markets (XNET, See-link etc., joint ATHEX-CSE [Cyprus Stock Exchange] platform etc.)

iii. activation of participants for the efficient utilization of the infrastructure managed by the exchange in order to effectively ensure the role of the market in the economy

iv. assessing developments in the economy and the attractiveness of markets to issuers

v. maintaining the credibility of the market as an effective price formation mechanism for investors and its accessibility for transferable securities transactions in accordance with EU rules.

vi. formulating proposals for change at the institutional level, both to the state or the supervisory authority (e.g. the Hellenic Capital Markets Commission) and to the relevant EU bodies in consultation, whenever it considers that they can improve the effective contribution of the market to the economy.

In application of the above, the committee mainly:

• decides on the amendment of the existing Rulebooks that govern the operation of its markets and the infrastructure it provides and the issuance of new ones, where required (indicatively ATHEX Rulebook, ENA Rulebook, XNET Regulatory Framework, in accordance with the authorization of the ATHEX BoD dated 31.7.2017). In addition:

• issues and amends the executive decisions of the Rulebooks

• issues and amends other decisions necessary for the business operation of the markets.

• decides on the establishment of the ATHEX Rulebook Amendment Committee.

Also, by virtue of a relevant decision, the committee appointed, in accordance with par. 7.1.3 (5) of the Athens Exchange Rulebook, article 1 par. 10 of the Rulebook of Operation of the Alternative Market (EN.A.) and the provisions in its Rulebook of Operation, the members of its two sub-committees: The Listings and Market Operation Committee and the Corporate Actions Committee.

The committee meets regularly four (4) times a year and ad hoc as necessary.

The sub-committees meet regularly once (1) a week provided that there are items to decide, and ad hoc as necessary in order to carry out their duties.

The committee is convened at the invitation of its chairperson, which includes the items on the agenda. The invitation is sent to members electronically, by the secretary of the committee, two days before the meeting. All accompanying/supporting documents of the agenda items are sent together with the invitation. Members are bound to keep these documents confidential. In exceptional cases or after prior notification of the members, the invitation and its accompanying material may be sent to members up until the day of the meeting.

The above arrangements apply mutatis mutandis to the convening of the sub-committees.

The committee is in quorum and meets validly if at least six (6) members are present in person or are represented by another member, of which three (3) are executive. In any event, at least four (4) members must be present in person, one (1) of which must be executive.

The Listings & Market Operation Committee is in quorum and meets validly if at least five (5) members are present in person or are represented by another member. In any event, one (1) of the three (3) executive members of the Stock Markets Steering Committee must be present in person.

The Corporate Actions Committee is in quorum and meets validly if three (3) members are present in person or are represented by another member, one (1) of whom is an executive member of the Stock Markets Steering Committee.

A member of the committee and its sub-committees may be represented at meetings only by another member of the committee concerned, authorized by letter (including e-mail) addressed to the committee.

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The meetings, depending on the items of the agenda, may be attended, with the permission of the chairperson, by the respective Chief Officers in each case and other executives of the Group, to support/explain recommendations.

The committee and sub-committees, if all their members so agree, may, until the beginning of the meeting or during the preparation of the minutes by way of circulation, include non-agenda items for discussion and decision-taking.

The members of the committee can submit proposals/recommendations on specific issues, within the framework of its purpose, which can also undertake their support (mentorship).

In the event that the position of a member becomes vacant, in particular because a member of the committee has resigned, forfeited his/her capacity or the capacity on the basis of which he/she was appointed, the committee shall legally meet and decide with its remaining members, provided that there are at least three (3), of whom two (2) are executive, until the completion of its composition by the Board of Directors of the Company.

The provision of the previous paragraph also applies in cases where the position of member of a sub-committee becomes vacant, in particular because a member of the relevant sub-committee has resigned, forfeited his/her capacity or the capacity on the basis of which he/she was appointed. The composition of the sub-committees is completed by the committee.

In order to be assisted in its work, the committee is supported by the Company's business units and is entitled to hire external consultants and to determine the terms of cooperation with them, the remuneration of which will be borne by the Management budget.

The sub-committees brief the committee at least quarterly on developments during the past period.

The Committee briefs the BoD of the Company on a quarterly basis regarding the activities of the previous quarter.

In 2023, the Committee met ten (10) times in the framework of its responsibilities as set out above.

i. Listings & Market Operation Committee

Composition of the committee:

Chairman Yianos Kontopoulos, Chairman of the Steering Committee

Members Nikolaos Porfyris, Chief Operating Officer, executive member

Smaragda Rigakou, Director of the Legal, Regulatory & Compliance Division, executive member

Athanasios Savvakis, non-executive member

Kimon Volikas, non-executive member

Theofanis Mylonas, non-executive member, and

Georgios Politis, non-executive member

The responsibilities of the Listings & Market Operation Committee are, primarily:

a) Deciding on the approval of:

• New Listings / admission to trading of shares, bonds, ETFs, warrants, SFPs, Derivatives, stock repos and any other financial instrument.

• Admission/re-admission to Markets and Trading Categories

• Deletion/suspension of a financial instrument

• Resumption of trading of shares suspended >6 months

• Prospectus for the listing/admission of transferable securities made available through public offering < €5 million

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• Listing/modification of a financial instrument through corporate actions, especially listing of new shares from capital increase of a listed company through cash contributions and Bond listings.

b) Modification of and/or change to the characteristics of existing financial instruments

c) Any other instance of listing/admission to trading which is stipulated by an amendment to the Rules of Procedure of the Steering Committee.

d) Verification of adherence to the ATHEX Rulebook or the Alternative Market Operating Rules, taking measures, imposing penalties, in accordance with the ATHEX Rulebook and the Alternative Market Operating Rules.

e) Forced cancellation of transactions in accordance with article 29 of Law 2579/1998, a responsibility assigned by decision dated 31.7.2017 of the Board of Directors.

f) Forced cancellation of transactions and orders in accordance with the ATHEX Rulebook and the Alternative Market Operating Rules, a responsibility assigned by decision dated 31.7.2017 of the Board of Directors.

g) Suspension of trading for more than one day

h) Setting Market Holidays

i) Acceptance of Alternative Market Advisors

j) Approval, change, resignation of a Member

k) Merger/Absorption of a Member

l) Approval of, withdrawal from, release from, change to obligations relating to Market Making in Financial Instruments

m) Introduction, amendment, abolition of rules on Market Making in Securities

n) Annual audit to verify Member compliance

o) Any other decision or action relating to or in connection with the above which arises from the ATHEX Rulebook or the Alternative Market Operating Rules.

In 2023, the committee met forty-two (42) times in the framework of its responsibilities as set out above.

ii. Corporate Actions Committee

Composition of the committee:

Chairman Yianos Kontopoulos, Chairman of the Steering Committee

Members Nikolaos Porfyris, Chief Operating Officer

Nick Koskoletos, Chief Financial & Issuer Relations Officer

Konstantinos Karanassios, Deputy Chief Post Trading Officer and

Kalliopi Papastavrou, Director of Listings and Issuers

The Corporate Actions Committee has the following responsibilities:

a) Verification of fulfillment of requirements for indirect listings

b) Approval of listing of new transferable securities due to corporate actions:

i. Listing of bonus shares due to a share capital increase (capitalization of reserves or undistributed profits)

ii. Listing of bonus shares (split, reverse split)

iii. Listing of shares from a share capital increase due to merger

iv. Listing of shares from stock options

v. Listing of shares from conversion of bonds

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vi. Listing of shares due to conversion of shares of a different category

vii. Listing of shares from a reinvestment program

viii. Listing of Greek Government Securities or Bank Bonds

ix. Listing of preference rights

c) Notification regarding the following corporate actions:

i. Change in the nominal value of shares due to capital return, offsetting of losses, capitalization of reserves

ii. Change of corporate name or trade name

iii. Cancellation of shares and share capital reduction

iv. Cancellation of bonds

v. Extraordinary transfer to the Low Free Float segment

vi. Any other decision or action relating to or in connection with the above which arises from the ATHEX Rulebook.

In 2023, the committee held thirty-four (34) meetings in the framework of its responsibilities as set out above.

4.2. ATHEX Index Oversight Committee

The establishment of an Index Oversight Committee is provided for in Regulation (EU) 2016/2011 of the European Parliament and Council of 8 June 2016, concerning indices used as benchmarks in financial instruments and financial contracts, or to measure the returns of investment funds (Benchmark Regulation or BMR) and Commission Delegated Regulation (EU) 2018/1637.

The committee is appointed by the Board of Directors of the Company and consists of three (3) members which may have other responsibilities at the Company, but there should not be incompatibility of their duties as members of the Committee, in the sense of having decisive responsibilities in managing indices or access to privileged information.

Composition of the committee:

Chairman Nick Koskoletos, Chief Financial & Issuer Relations Officer

Members Nikolaos Porfyris, Chief Operating Officer

Andreas Daskalakis, Director of New Markets & International Business Development

The members of the committee collectively have sufficient expertise in the management of financial indices as well as in the implementation and monitoring of supervisory and control mechanisms, while their duties with regards to the committee do not conflict with their current responsibilities.

The purpose of the committee is to oversee index methodology and the control framework of the Athens Exchange on the provision of indices, and to review and assess the index provision processes.

2023 Meetings

In 2023, it held four (4) meetings, at which it dealt with the following issues:

10.04.2023 : The committee approved

• Changes to the composition of the ATHEX Advisory Committee for the Management & Calculation of Stock Market Indices

• Changes to the Ground Rules for Management & Calculation of:

o ATHEX Market Indices,

o the ATHEX ESG Index

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• Changes to the text “Terms of Reference” for the ATHEX Advisory Committee for the Management & Calculation of Stock Market Indices.

19.06.2023 : The committee approved

• Changes to the structure of the FTSE/ATHEX Sector Indices following the proposals of the ATHEX Advisory Committee for the Management & Calculation of Stock Market Indices members.

The Committee was informed about:

• The proposed changes relating to the methodology for determining the composition of FTSE/ATHEX indices.

12.07.2023 : The Committee approved:

• Changes to the Ground Rules for Management & Calculation of FTSE/ATHEX Stock Market Indices.

• Changes to the Ground Rules for Management & Calculation of FTSE/ATHEX Indices

• Changes to the composition of the ATHEX Index Team.

21.09.2023 : The Committee approved:

• The new assessment Methodology for Listed Companies relating to ESG Transparency/Disclosure

• Changes to the Ground Rules for Management & Calculation of ATHEX ESG Index

The Committee was informed about:

• The results of the extraordinary meeting of the ATHEX Advisory Committee for the Management & Calculation of Stock Market Indices regarding the optimization of the management and calculation procedures of the ATHEX ESG Index.

II. Compliance procedure concerning transactions with related parties

The Company has established a compliance procedure, which defines in detail the steps for its execution as well as the obligations and responsibilities of the persons involved, regarding the obligations arising from articles 99 to 101 of law 4548/2018, regarding transactions with related parties, and describes the obligations arising from the recognition, monitoring and disclosure of the Company's transactions with its related parties based on the following rules:

• Legislation on the law of public limited companies (Law 4548/2018) and more specifically in Articles 99- 101

• International Accounting Standards / International Financial Reporting Standards and more specifically IAS 24 "Related Party Disclosures" and IAS 27 "Consolidated and Separate Financial Statements"

• The instructions of the Hellenic Capital Market Commission (Circular 45/21.7.2011 "Transactions of a listed company with related parties").

III. Policy of equal opportunity and diversity applied to managerial, administrative and supervisory bodies of the Company

The Athens Exchange Group complies at all levels with the existing regulatory framework for the application of the principle of equal treatment, and is committed to providing equal opportunity to all employees and candidates, at all hierarchy levels, and to operate under fair and legal human resource management processes, independent of gender identity and/or expression, race, ethnicity, national origin, age, origin, special needs, sexual orientation, religion, disability, participation in unions, political beliefs, or other characteristics protected by the law. All decisions concerning employment, including but not limited to those that concern hiring, promotion, appraisal, training, pay and benefits, are based on individual qualifications, performance and adherence to the values and ethical principles upheld by the Group, and every effort is made that they be free of any discrimination.

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The scope of the activities of the Group requires the contribution and combination of abilities, skills, professional- cognitive experiences and personalities of many people with different characteristics at all levels, and as such diversity at the Group is applied in practice and not just in theory.

Placements to the Board of Directors and in administrative, managerial and supervisory bodies and senior positions of responsibility are based on merit and candidates are objectively examined, taking into consideration the advantages of diversification that include, but are not limited to gender, age, educational background, professional experience, individual abilities, knowledge and work experience.

In particular, for the formation of the composition of the BoD of the Company, the priority is to ensure that the Board of Directors has strong leadership and the necessary combination of skills, in order to effectively implement the Group's business strategy, while making the most of the skills, views, skills, qualifications, knowledge, educational background, vocational training, business experience, gender balance, age and other qualities of the members, in order to form a genuinely differentiated Board.

It also ensures that members have strong values and guarantees of honesty and experience, in order to achieve the sound and prudent management of the Company. The members of the BoD are persons who, as a whole, have a variety of views, knowledge, judgment and professional experience, commitment to full participation in the Board of Directors and its committees, elements required to properly carry out their duties and to maintain within the Board of Directors a balanced mix of qualifications that meets corporate objectives.

Furthermore, the structure, the specialized activities and the environment in which the Group operates, the complexity of its operations and its special institutional role and character, the need to have a synthesis and balance between old and new members, gender balance, individual dexterities and proven experience in financial matters, accounting, auditing, risk management and capital management, matters of new technologies and the new digital age, as well as a basic understanding of the legal and regulatory aspects that support the demands of the Group, are all taken into consideration.

Out of the 11 members of the Board of Directors 3 are women, and in the Committees of the Board of Directors the participation of women is 27,27%, on average. The age of the members of the Board of Directors ranges from 51 to 70, with the average age being 58 years.

All members of the Board of Directors are holders of University level academic degrees by Greek and/or foreign institutions, and are also holders of post-graduate and/or doctorate degrees, with studies in various subjects, mainly finance and business administration, as well as law and political science, technology, information technology. In addition, they have extensive and distinguished work careers and business experience, with a long-term involvement in business administration in Groups and companies of the banking and financial sector, business administration, auditing, fund and risk management, financial management and corporate governance.

At the higher levels of management, all middle and senior executives have university level academic qualifications, with studies in various subjects – business administration, computer science and information technology, economics, legal, accounting, mathematics, political science and public administration – and have multi-year experience in their respective fields. Most middle and senior executives have risen through the ranks at the Group, with a smaller percentage coming from the market.

At the higher levels of management, 44,44% of posts are held by women, while 62,50% of top-level officers are women. The age of officers holding higher-level positions ranges from 38 to 59 years (average of 52), while in the case of top-level officers it ranges from 38 to 59 (with an average of 49).

In order to achieve sustainable and balanced development, and with the core principle that for managerial, administrative and supervisory bodies and positions of responsibility, objective qualifications and abilities are the material criteria, and that no automatic advancement takes place, the Group considers that the diversity applied, including gender balance, which is not approached on the basis of mandatory quotas, but based on objectivity and not an end in itself, is a key element for achieving its strategic objectives and maintaining its development, adds value, increases the qualifications pool, the experience and view that the Group possesses for its senior positions, as well as its competitiveness, productivity and innovation, so that in a structurally changing environment, it effectively and reliably improves the provision of core market operation services and adds value both to the capital raising procedures for businesses and to the fund management mechanisms for investors.

The Athens Exchange Group, recognizing the particularly important role that Sustainable Development plays in the world today, significantly develops its actions on ESG (Environmental, Social, Governance) issues and

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participates in the Sustainable Stock Exchanges (SSE) initiative, aiming at promoting sustainable business practices to achieve gender equality and long-term economic value.

As an operator of the Greek capital market, the Athens Stock Exchange has a key role to play in influencing the Greek market and the business world to promote sustainable business practices on gender equality issues that in the long run lead to a competitive advantage for Greek companies, through optimal management and talent utilization for more effective decision making, higher productivity, increased customer satisfaction and attraction, reputation and reliability.

In this framework and attaching particular importance to the issue of gender equality, Athens Exchange Group published a two-year equality plan (2021-2023) and has been certified with the SHARE Equality Label by the Ministry of Labour and Social Affairs.

The Group is among the first 18 enterprises in Greece to be certified with this label, which reflects its strong commitment to the promotion of practices and initiatives in business which are aimed at advancing gender equality.

IV. Description of the main characteristics of the Internal Audit and Risk Management Systems in relation to the Process of Preparing Financial Reports

A primary task of the Company is the development, continuous improvement and upgrading of a Corporate Governance System, in accordance with applicable legislation, which incorporates an adequate and effective Internal Audit System that on an ongoing basis covers every activity and contributes to the secure and efficient operation of the Company and the Group. The IAS has been developed along the following five lines which, inter alia, ensure quality and risk management in the context of financial reporting:

• Control Environment

• Risk Management

• Control Mechanisms and Safeguards

• Information and Communication System

• IAS Monitoring

The IAS is aimed in particular at:

• the consistent implementation of the business strategy of the Company and the Group with efficient use of the available resources,

• the identification and management of assumed or potential risks,

• ensuring the completeness and reliability of the data, which are necessary for the preparation of reliable financial statements in accordance with IFRS and in general for the accurate and timely determination of the financial position of the Company and the Group,

• compliance with the legal and regulatory framework governing the operation of the Company and the Group,

• the carrying out of periodic and/or extraordinary audits by the Group Internal Audit Division to ascertain consistent application of the prescribed rules and procedures by all service units of the Company and the Group.

The Board of Directors, through its committees, has the ultimate responsibility for monitoring and assessing the effectiveness and adequacy of the IAS.

Group Management is responsible for implementing and maintaining an adequate and effective IAS, along with all relevant procedures and practices. Management systematically monitors the adequacy and effectiveness of the existing IAS, implements immediate actions that may be required for the continuous treatment and reduction of inherent risks, while at the same time ensuring the development and continuous upgrading of the IAS at both Company and Group level. In addition, it monitors with appropriate early warning mechanisms, the consistent implementation of the IAS, as well as the full compliance of all involved with the principles and objectives of the IAS.

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With respect to the process of preparing financial statements and financial reports, the safeguards, control mechanisms and risk management mechanisms of the Group are included at all levels of the IAS. The most important of these are described below.

Audit Committee

The Audit Committee has been established by decision of the Board of Directors of the Company and operates in accordance with the International Standards for the Professional Practice of Internal Auditing of the Institute of Internal Auditors, decision 5/204/14.11.2000 of the Hellenic Capital Market Commission, Law 4706/2020 on corporate governance and Law 4449/2017.

The Audit Committee assists the Board of Directors in overseeing the quality and integrity of the financial information and the financial statements, in assessing the effectiveness of internal audit and risk management systems, and in monitoring the statutory audit of the annual and consolidated financial statements of the Company.

The Audit Committee of the Company has an important role concerning financial information. Among other duties, it:

• Monitors, examines and evaluates the adequacy and effectiveness of the policies, procedures and safeguards that comprise the Internal Audit System , including quality assurance and risk management with respect to the financial information of the Company, while also overseeing the operation of the Internal Audit Division, without compromising its independence.

• Reviews the disclosed information regarding the Internal Audit System and the main risks and uncertainties in relation to the financial information.

• Informs the Board of Directors about its findings regarding the compliance of the Company with the laws and regulations concerning the integrity of the financial information process and submits proposals for improvement if deemed appropriate.

• Reviews the existence of procedures according to which the Company's staff may, confidentially, express its concerns about possible infringements and irregularities in the process of collecting, processing and disclosing financial information, including complaints concerning accounting, auditing or matters related to the operation of internal financial audits or for other issues related to the operation of the business.

Internal Audit Division

The function of Internal Audit is exercised in the Group exclusively by the Internal Audit Division ( IAD ) of the Company. The Internal Audit Officers ( IAO ) of the other subsidiaries of the Group have distinct Operating Rulebooks, adapted to the requirements of the applicable legal and regulatory framework.

The main mission of the IAD is to provide a reasonable, objective and independent documented view on the adequacy and effectiveness of the Internal Audit System in the Group. In addition, it contributes to the protection and enhancement of the financial value of the organization and to the achievement of its objectives, by adopting a systematic and professional approach to evaluating and enhancing the effectiveness of the governance framework, risk management processes and control mechanisms.

The IAD carries out all kinds of audits in all units, activities and providers of essential activities of the Company, in order to form a reasonable, objective, independent and documented view on the adequacy and effectiveness of the IAS.

The IAD bears full responsibility for the entire internal audit function in the Company and its other subsidiaries. In this context, the IAD is responsible for supervising and coordinating the activity of the Internal Audit Officers of the respective subsidiary companies.

The IAD operates in the manner prescribed by the Code of Ethics and the International Professional Practices Framework (IPPF) of the Institute of Internal Auditors.

The Head of the IAD (Chief Audit Officer) periodically informs Management and the Audit Committee regarding the compliance of the Internal Audit Division with the Code of Ethics and the applicable Standards. The Head of

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the IAD reports functionally to the Audit Committee and through it to the BoD of the Company and is administratively subordinated to the Chief Executive Officer.

The IAD is administratively independent from the other units of the Group, abstains from any kind of executive and operational responsibilities, and has full-time and exclusive staff who are not hierarchically subordinated to another service unit of the Group.

The IAD assesses, inter alia, whether:

• the risks related to the achievement of the strategic goals are recognized and managed in accordance with the framework and the risk management policies of the Company,

• staff actions are in compliance with the established policies, procedures as well as the applicable laws, the regulatory framework and the governance framework,

• the execution of the various functions is done in accordance with the Group's standards and best practices,

• financial or non-financial information and the means used to identify, measure, analyze, classify and report this information are reliable and complete.

Management is appropriately briefed on the results of the audits and, in particular, regarding any findings of deviations from the standards and procedures, the proposals for the strengthening of the control environment and the governance framework, as well as for the improvement of the efficiency of the risk management and control procedures.

In addition, the Head of the IAD submits reports at least every three (3) months to the Audit Committee, which cover the most important issues and proposals relating to the tasks of the IAD, which the Audit Committee presents and submits together with its observations to the Board of Directors.

The Audit Committee of the Company, the BoD and Management must ensure:

• the independence of the Internal Audit and the resolution of issues related to its independence, and

• the adequate and immediate information and briefing of the Internal Audit through relevant procedures and mechanisms, especially in cases of the appearance of significant problems and emergencies.

Internal auditors:

• have unhindered access to all activities, units and premises, as well as to all types and forms of data and information of the Group,

• communicate freely with any of the executives, collective bodies and staff of the Group using any available means (meeting with physical presence, e-mail, video conference),

• request and receive from any source (staff, systems, physical records, etc.) all the information, data and clarifications, which are necessary to fulfill their mission in the context of checks carried out, using any available means. In the event of extremely confidential or sensitive information, only the Head of the IAD is made aware.

The Boards of Directors, the Audit Committees and the Managements of the Group's subsidiaries ensure the immediate provision of the required information by the individual units to the auditors.

At the invitation of Management, the internal auditors may participate during various stages of the process of developing procedures and activities, IT systems or communications, and may submit their proposals for the continuous improvement and implementation of an adequate IAS. The results of their participation in such projects are not considered an audit task.

The planning of IAD audit projects is based on a risk assessment process and focuses mainly on high-risk areas. IAD prepares an Annual Action Plan, which is approved by the BoD of the Company upon the recommendation of the Audit Committee.

The Annual Action Plan includes the objectives of IAD, the planned audits related to the Company's activities and the activities of suppliers in key areas, human resource needs, travel costs, training programs and related expenses, as well as evaluation of the coverage of the Group's activities. The Annual Action Plan takes into account possible, unplanned, audit projects and the requirements of Management.

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Internal auditors must operate in accordance with the Group’s Code of Conduct and International Standards for Internal Auditors. Faithful implementation of the operating framework contributes to achieving consistency, coherence, stability and reliability in the operation of Internal Audit.

Regulatory Compliance

Regulatory Compliance operates independently of the other functions of the Group, with clear reporting lines that are separate from those of its other activities, ensures compliance with the letter and above all the spirit of laws, institutional and supervisory rules and principles, codes of conduct, and best market practices, in order to minimize the risks of institutional and supervisory sanctions, financial loss or reputational damage which the Group may suffer as a result of the failure to comply with a rule. Regulatory Compliance falls administratively within the scope of the Legal, Regulatory & Compliance Division and reports to the Board of Directors of the Company.

The main responsibilities of Regulatory Compliance are described in detail in the Regulatory Compliance Rulebook and may be summarized as follows:

• Monitoring and supervision of the Company's compliance with the institutional and supervisory framework, with the exception of institutional frameworks where the auditing and supervision of compliance have been assigned to other functions of the Company/companies of the Group.

• Planning for the harmonization of the institutional functions of the Group’s companies with the respective EU regulations and international recommendations and practices and, in this framework, the provision of opinions regarding the manner of harmonization and adaptation.

• Participation in committees or working groups or consultations within or outside the Group or the organization of such committees and groups in connection with the institutional functions of the Company and the Group, especially for the needs of implementing Company and Group projects and the regulatory adjustments relating to the Group’s operations.

• Monitoring and implementing compliance actions through the adoption of regulations, policies and enforcement measures and procedures, and ensuring that Management and personnel are kept constantly informed about developments in the regulatory framework which are relevant to their responsibilities, as well as about policies relating to their duties.

• Providing information and briefing the Board of Directors through its annual reports on regulatory compliance issues, and in particular regarding any significant violation of the applicable regulatory framework or any major deficiencies in the fulfilment of the obligations imposed by it.

• Adopting and implementing appropriate policies and procedures to ensure that the regulatory compliance program is implemented in the Company effectively and in such a way as to prevent, detect and correct any non-compliance with applicable rules and regulations.

• Monitoring compliance risk, assessing and addressing the impact of any instances of non-compliance and formulating proposals for risk mitigation measures.

• Managing instances of non-compliance in cooperation with the competent units in order to avoid adverse effects on the Group and market participants.

• Designing and implementing actions and controls for the systematic monitoring of compliance by the Company and the other companies of the Group with the applicable institutional and regulatory framework.

• Providing updated guidance to the Company's Units and subsidiaries regarding the adaptation of policies and business procedures in the event of regulatory and operational changes.

Risk Management

One key task of the Group is the management of risk arising from international developments and its own business operation. The Group, as operator of the stock market, has developed a framework for managing the risks to which it is exposed, which is implemented by all companies of the Group, thereby ensuring its viability and growth while contributing to the stability and security of the stock market.

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The Board of Directors has final responsibility and accountability for the handling of the Company’s risk management function. In particular, the Board of Directors defines, determines and documents an appropriate level of risk tolerance and risk bearing capacity for the Company. Moreover, the Board and senior management ensure that the Company’s policies, procedures and controls are consistent with its level of risk tolerance and risk bearing capacity, and that they address how the Company identifies, reports, monitors and manages risks.

The risk strategy of the Group is aligned with its business strategy to provide the appropriate infrastructure that will ensure the reliable, secure and smooth operation of the stock market. According to the Group’s strategy, the risk appetite level is defined in such a way as to correspond with the capital adequacy of the companies of the Group, satisfy market needs, limit costs for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements.

The Risk Management Unit, which also operates independently of the other services of the Group, with clear reporting lines that are separate from those of its other activities, has been constituted with a single organizational structure and functions at Group level. Administratively, it reports to the Chief of Staff and for other matters relating to the day-to-day operation of risk management, reports to the Chief Executive Officer, maintaining a reporting line to the Board of Directors through the Risk Committee. The Head of the Unit also holds the position of Chief Risk Officer of ATHEX.

The Company attaches great importance to the effective monitoring and management of risk at both individual and Group level, with a view to maintaining the stability and continuity of its business activities. In this framework, the competent bodies of the Group take steps to record and regularly reassess its Operating Strategy from the viewpoint of risk assumption, monitoring and management. The competent bodies of the Company’s Group determine the maximum risk limits acceptable from time to time in total for each type of risk, further specify each of the aforesaid limits, set limits for the cessation of harmful activities and take other corrective actions.

The company has adopted an integrated approach to the implementation of risk management principles in order to increase efficiency and value in all activities of the Group. In this framework, it is the purpose of the Unit to plan and implement the risk management specifications for all the actions and functions of the Group and to continuously harmonize them with the institutional adjustments as well as the business and operating developments and changes affecting the Group.

Financial planning and monitoring

The Group’s progress is monitored by means of a detailed budget and goal setting for each company, activity, administrative unit and category of income and expense. The budget is adjusted, whenever necessary, to include changes in the evolution of the Group’s financials. Management monitors developments in the Group’s financials by means of regular reports, comparisons with the budget and explanation of any deviations. It is supported by an integrated Management Information System (MIS) with a communications component, as well as mechanisms, which complement each other and constitute an integrated control system for both the organizational structure and the activities of the Company and Group.

Rulebook of Operation, code of ethics, policies and procedures

The existence of a rulebook of operation, code of ethics, policies, procedures and safeguards, not only at the company and group level but also at the level of business and administrative units and functions, contributes significantly to efficient operation with regard to the process of preparing financial statements and financial reports. In particular, the following play an important role:

Rulebook of operation

The Company’s rulebook of operation, which – inter alia – defines the competences and responsibilities of the key posts, promotes adequate separation of duties within the Company. The approved Rulebook of Operation has been posted on the Company’s website in accordance with par. 2, article 14 of Law 4706/2020. Moreover, the Companies of the Group “Athens Exchange Clearing House S.A. (ATHEXClear)” and “Hellenic Central Securities Depository S.A. (ATHEXCSD)”, as subsidiaries of the Company, have adopted corresponding rulebooks of operation.

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Group code of ethics

The code of business ethics, in combination with the regulations, policies, procedures, standards and manuals, sets out the collective responsibilities pertaining to the conduct of the Group’s business activity in accordance with the highest standards of business ethics as well as all applicable laws and regulations.

For the parent company of the Group, as an undertaking that is listed on a regulated market and is active at the heart of capital markets, but also for the other companies of the Group, the principles of integrity, responsibility, fair treatment, respect and constant improvement, which lead to the establishment of trust and foster innovation, are vitally important for success. All employees of the Group understand these basic principles and values and incorporate them in the way they communicate, work, collaborate, behave and establish their relationships with colleagues, clients and other interested parties.

The Company and its subsidiaries are committed to demonstrating high moral and ethical values by adhering to the Group’s code of ethics and making every effort to uphold principles of integrity with an emphasis on honesty and transparency, and to opposing any act of fraud, corruption and lack of transparency during the exercise of their activities, while all members of their staff are expected to adopt this commitment.

Anti-fraud policy

The Company and its subsidiaries have developed an anti-fraud policy, the purpose of which is to promote transparency, facilitate the definition, the understanding, the prevention and detection of instances of fraud, and to propose procedures that support the investigation of acts of fraud and corruption and address them in a prompt and effective manner. The organizational and administrative arrangements set out in the Policy include the description of instances that constitute or could lead to incidents of fraud, entailing a material risk of damage for the Group, its employees, its partners (suppliers / members / participants / clients / service users) or for society as a whole, as well as measures for the prevention of, detection of and response to incidents of fraud.

Whistleblowing policy

The Company and its subsidiaries have formulated a whistleblowing policy for the early warning and detection of illegalities and irregularities, not only in financial reporting matters but also other issues relating to the operation of the Group.

Personal data protection policy

The Group warrants that the processing of personal data of employees, external partners, investors, clients and other natural persons with whom it interacts, is carried out by legitimate means and in a way that guarantees respect for their privacy, personality, freedom and dignity.

The Group has appointed a Data Protection Officer (DPO) and has put in place policies and procedures for the effective protection of the personal data it processes.

DPO reports for operational matters of his responsibility to the Chief Executive Officer.

IT systems

IT and telecommunication Systems are crucial components for achieving the business goals and strategies of the Company and the Group and make a decisive contribution to the implementation and management of their business functions. The use of networks and systems gives rise to various risks, especially with regard to data security. In order to protect the confidentiality and ensure the availability and integrity of data and systems, the Company has designed and implements a strict and comprehensive Information Security Framework with the aim of managing IT assets. This Information Security Framework, which is implemented throughout the Group, ensures that the appropriate requirements are fulfilled in compliance with regulatory obligations and that their adequacy and effectiveness are monitored on an ongoing basis.

In particular, the Company and the Group face significant IT security risks (including cybersecurity risks) due to the growing dependence on data and integrated information systems. The ever-increasing interactions of systems with clients and third parties, the constant organizational and technological changes imposed by

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business needs, the daily appearance of new technological and other internal and external factors, create a critical environment of threats.

Given that all the functions of the Company and the Group are automated, including the financial reporting processes, these are heavily dependent on the information systems. The Group has taken a number of steps and implements safeguards which are aimed at achieving efficient operation while at the same time ensuring the completeness and accuracy of the financial data and information generated by financial reporting.

Lastly, the Group implements technical solutions by means of which it ensures the provision of IT services even in the event of exceptional circumstances that could cause a loss of system availability (Disaster Recovery).

Financial function and process of preparing financial statements and financial reports

The financial function, including the preparation of financial statements and financial reports, has been designed and is performed in an environment that incorporates specific safeguards, the most important of which relate to:

• the clear organizational structure, reporting roles and lines, delegation of responsibilities and powers with emphasis on the principle of segregation of duties,

• staffing with specialized personnel and the use of tools and methodologies based on international best practices,

• the adoption of uniform accounting policies and principles for the preparation of the financial statements and financial reports of all Group companies of the,

• automatic checks and verifications which are carried out between the various IT systems, and special approvals for accounting treatments of non-recurring transactions.

V. Information re items of article 10 §1 (c), (d), (f), (h), (i) of Directive 2004/25/EC of the European Parliament and of the Council of April 21 st 2004 concerning public offers

• The information required under item (c) of §1 article 10 of Directive 2004/25/EC is already included in another section of the Annual Financial Report that refers to the additional information of article 4 §7 of law 3556/2007.

• With regards to the information required under item (d) of §1 article 10 of Directive 2004/25/EC, there are no securities of the Company that confer special control privileges to their holders.

• With regards to the information required under item (f) of §1 article 10 of Directive 2004/25/EC, there is no restriction of any kind on voting rights.

• With regards to the information required under item (h) of §1 article 10 of Directive 2004/25/EC, the provisions of the Articles of Association of the Company concerning the appointment and replacement of members of the Board of Directors and modifications of the Company’s Articles of Association do not deviate from the provisions in law 4548/2018.

In particular, in accordance with the provisions of the articles of association, the members of the Board of Directors can be nine (9) up to thirteen (13) and are elected by the general meeting, which also decides on their number. Their term of office is three years, beginning on the day of election by the general meeting and ending at the ordinary general meeting that is convened in the year during which the three-year term since the election has already been completed.

If a member of the Board of Directors resigns, dies, or forfeits his office in any way, or is declared forfeit by a decision of the Board of Directors due to unjustified absence from the meetings, the Board of Directors may continue to manage and represent the Company without replacing these members, provided that the remaining members are at least nine (9).

If the number of members of the Board of Directors drops below nine (9), and provided that the remaining members are at least three (3), the Board of Directors is obliged to elect replacements for the remainder of the term of office for the members being replaced, at least up until the ninth (9 th ) member. If elected by the Board of Directors as an interim member to replace another member, the election is announced to the

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General Meeting immediately following (ordinary or extraordinary), which may replace the members thus elected even if such an item has not been included in the agenda of the General Meeting in question.

Already, by decision of the General Meeting, the members of the Board of Directors are eleven (11).

The members of the Board of Directors can always be reelected, and are recalled at any time by the General Meeting of shareholders.

• The information required under item (i) of article 10 §1 of Directive 2004/25/EC is already included in another section of the Annual Financial Report that refers to the additional information of article 4 §7 of law 3556/2007.

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TRANSACTIONS WITH RELATED PARTIES OF THE ATHENS EXCHANGE GROUP

In accordance with the provisions of Article 2 of Law 3016/2002 on “Corporate governance, payroll issues and other provisions”, a report on transactions with associated companies of the Hellenic Exchanges-Athens Stock Exchange SA Group (ATHEX) has been prepared for the fiscal year 01.01.2023 - 31.12.2023.

Transactions with companies associated with the Group concern the following categories:

Dividends

These are the dividends which ATHEX receives from its subsidiaries, based on the participation percentages.

Invoicing of services

Intra-Group transactions concern:

• the fee for settlement services from ATHEXCSD to ATHEXClear,

• market data rebroadcast services from ATHEX to ATHEXCSD,

• the provision of administrative support services between the companies of the Group, as well as

• other services.

Intra-Group transactions are invoiced at prices comparable to those between third parties.

Rents

Hellenic Centra Securities Depository (ATHEXCSD) collects rents from the other companies of the Athens Exchange Group, Hellenic Exchanges-Athens Stock Exchange (ATHEX), and Athens Exchange Clearing House (ATHEXClear).

Related party disclosures

The value of transactions and the balances of the Athens Exchange Group with associated parties on 31.12.2023 and 31.12.2022 are analyzed in the following table:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Remuneration of executives and members of the BoD

2,568

2,439

2,084

1,958

Cost of social security

457

391

364

298

Other compensation

0

658

0

658

Total

3,025

3,488

2,448

2,914

At the Hellenic Exchanges-Athens Stock Exchange S.A. (ATHEX) Group, intra-Group transactions between the following associated companies are included:

• Hellenic Exchanges-Athens Stock Exchange S.A. (ATHEX)

• Hellenic Central Securities Depository (ATHEXCSD)

• Athens Exchange Clearing House (ATHEXClear)

The intra-Group balances on 31.12.2023 and 31.12.2022, as well as the intra-Group transactions of the companies of the Group on 31.12.2023 and 31.12.2022 are shown below:

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INTRA-GROUP BALANCES 31.12.2023

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Claims

0

66

0

Liabilities

0

4

0

ATHEXCSD

Claims

4

0

576

Liabilities

66

0

2

ATHEXCLEAR

Claims

0

2

0

Liabilities

0

576

0

INTRA-GROUP BALANCES 31.12.2022

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Claims

0

71

0

Liabilities

0

2

0

ATHEXCSD

Claims

2

0

502

Liabilities

71

0

2

ATHEXCLEAR

Claims

0

2

0

Liabilities

0

502

0

INTRA-GROUP REVENUES-EXPENSES 01.01 - 31.12.2023

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Revenue

0

462

122

Expenses

0

373

0

Dividend Income

0

4,815

0

ATHEXCSD

Revenue

373

0

7,793

Expenses

462

0

ATHEXCLEAR

Revenue

0

Expenses

122

7,793

0

INTRA-GROUP REVENUES-EXPENSES 01.01 - 31.12.2022

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Revenue

0

457

75

Expenses

0

422

0

Dividend Income

0

4,013

0

ATHEXCSD

Revenue

422

0

6,761

Expenses

457

0

ATHEXCLEAR

Revenue

0

Expenses

75

6,761

0

For the affiliated company HELLENIC ENERGY EXCHANGE, the table of claims and revenue (including provisions) for 2023 and 2022 follows below:

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Claims

31.12.2023

31.12.2022

ATHEX

1,063

614

ATHEX CSD

351

78

ATHEX Clear

28

9

Revenue

01.01 -31.12.2023

01.01 -31.12.2022

ATHEX

1,079

867

ATHEX CSD

349

267

ATHEX Clear

23

30

In 2023 the Group received from the HELLENIC ENERGY EXCHANGE dividends of €116 thousand, and €105 thousand for 2022.

For the affiliated company EnEx CLEARING HOUSE, the table of claims and revenue (including provisions) for 2023 and 2022 follows below:

Claims

31.12.2023

31.12.2022

ATHEX

521

37

ATHEX CSD

133

20

ATHEX Clear

9

3

Revenue

01.01 -31.12.2023

01.01 -31.12.2022

ATHEX

528

491

ATHEX CSD

116

66

ATHEX Clear

8

10

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REPORT IN ACCORDANCE WITH ARTICLE 4 OF LAW 3556/2007

The present explanatory report of the Board of Directors contains information in accordance with article 4 §7 of Law 3556/2007 and will be submitted to the Annual General Meeting of shareholders, in accordance with the provisions of article 4 §8 of Law 3556/2007.

Share capital structure

The share capital of the Company is €25,346,160.00 and is divided into 60.348.000 shares, with a par value of €0.42 each. All shares are listed for trading in the Main cash market of Athens Exchange. The Company’s shares are common registered with a voting right.

Restrictions on the transfer of shares of the Company

The transfer of shares of the Company takes place in accordance with the Law and there are no restrictions on their transfer in the Company’s Articles of Association.

Significant direct or indirect participations in accordance with the provisions of Law 3556/2007

The following shareholders on 31.12.2023 possessed, directly and indirectly, more than 5% of the share capital of the Company:

Shareholder

% of the share capital of the Company

THE CAPITAL GROUP COMPANIES INC – SMALL CAP WORLD FUND (Indirect participation - % based on the notification by the shareholder on 9.7.2021)

5.09%

No other physical or legal entity possesses more than 5% of the share capital of the Company.

Shares that provide special control rights

No shares of the Company exist that confer on their holders special control privileges.

Voting right restrictions

No voting right restrictions are foreseen in the Articles of Association of the Company.

Agreements between shareholders of the Company

No agreement between its shareholders has been made known to the Company that implies restrictions in the transfer of its shares or in the exercise of voting rights of the Company’s shares.

Rules for appointing and replacing members of the Board of Directors and modifying the Articles of Association, provided that they deviate from the provisions of Law 4548/2018

Beyond the special provision regarding the continuation of the representation and management of the Company in case of resignation, death, or in any other way loss of the capacity of Member of the BoD, without replacement of the missing members provided that the remaining members are at least nine (9) in number, the provisions of the Articles of Association concerning the appointment and replacement of the members of the Board of Directors and the modification of the Articles of Association do not deviate from the provisions of Law 4548/2018.

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Responsibility of the Board of Directors or specific BoD members regarding the issuance of new shares or the purchase of own shares in accordance with article 49 of Law 4548/2018

In accordance with the provisions of article 24 par. 1(b) and (c) of Law 4548/2018, the Board of Directors is granted the right, following a relevant decision of the General Meeting, for a period not exceeding five years, to increase the share capital of the Company, in part or in whole, by issuing new shares, with a decision taken by a majority of at least two-thirds (2/3) of all its members. In this case, the share capital may be increased by an amount not exceeding three times the existing capital, on the date the Board of Directors is granted the relevant authority. The above authority of the Board of Directors may be renewed by the General Meeting for a period not exceeding five years for each renewal. No such decision has been taken by the General Meeting of shareholders.

In accordance with the provisions of article 113 of Law 4548/2018, the General Meeting, by its decision taken with an increased quorum and majority and submitted to the public, may authorize the Board of Directors to establish a share allocation program, under the conditions of the law, possibly increasing the capital by issuing new shares, in order to implement stock option plans approved by the General Meeting, whereby beneficiaries obtain Company shares, under the specific terms and procedures that are foreseen in the provisions of the law. There is no provision in the Articles of Association of the Company contrary to the above.

In accordance with the provisions of article 49 of Law 4548/2018, the Company may, following the approval of the General Meeting, obtain own shares up to the amount of 1/10 of the paid-in share capital, under the specific terms and procedures foreseen by article 49 of Law 4548/2018. There is no provision in the Articles of Association of the Company contrary to the above.

The General Meeting on 08.06.2023 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 period not to exceed twenty-four (24) months, at a minimum price of €0.42 and a maximum price of €6.00 per share. The maximum number of own shares acquired will not exceed 10% of the paid-in share capital, including the already existing own shares that have been acquired and are 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, as part of which the Company has acquired a total of 2,498,000 shares.

More information about the own shares that have been possessed by the Company are provided above in the section concerning the information under article 50 par. 2 of law 4548/2018.

Important agreement concluded by the Company, coming into effect, modified or expiring, in case there is a change of control of the Company following a public offer, and the effects of any such agreement

No such agreement exists.

Agreements that the Company has concluded with members of its Board of Directors or with employees, which foresee the payment of compensation in case of resignation or termination without cause, or termination of the term of office or employment, as a result of a public offer

There are no agreements between the Company and members of its Board of Directors or employees, which foresee the payment of compensation, especially in case of resignation or termination without cause, or termination of the term of office or employment, as a result of a public offer.

Composition of the BoDs of the companies of the Group

On the publication date of the Financial Report, the composition of the Boards of Directors of the Companies of the Group was the following:

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HELLENIC EXCHANGES - ATHENS STOCK EXHANGE S.A. HOLDING

Name

Position

George Handjinicolaou

Chairman, independent non-executive member

John Costopoulos

Vice Chairman, independent non-executive member

Yianos Kontopoulos

Chief Executive Officer, executive member

Konstantinos Vassiliou

Independent non-executive member

Dimitrios Dosis

Independent non-executive member

Giorgos Doukidis

Independent non-executive member

Polyxeni Kazoli

Independent non-executive member

Theano Karpodini

Independent non-executive member

Nicholaos Krenteras

Independent non-executive member

Spyridoula Papagiannidou

Independent non-executive member

Thomas Zeeb

Independent non-executive member

ATHENS EXCHANGE CLEARING HOUSE S.A

Name

Position

George Handjinicolaou

Chairman, independent non-executive member

Thomas Zeeb

Vice Chairman, independent non-executive member

Yianos Kontopoulos

Chief Executive Officer, executive member

Giorgos Doukidis

Independent non-executive member

Polyxeni Kazoli

Independent non-executive member

Theano Karpodini

Independent non-executive member

John Costopoulos

Independent non-executive member

HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.

Name

Position

George Handjinicolaou

Chairman, independent non-executive member

Thomas Zeeb

Vice Chairman, independent non-executive member

Yianos Kontopoulos

Chief Executive Officer, executive member

Giorgos Doukidis

Independent non-executive member

Polyxeni Kazoli

Independent non-executive member

Theano Karpodini

Independent non-executive member

Spyridoula Papagiannidou

Independent non-executive member

On 08.06.2023 the General Meetings of shareholders elected the above Boards of Directors, with a three-year term of office, and determined the independent members thereof.

2023 ANNUAL FINANCIAL REPORT

99

Significant events after 31.12.2023

There is no event that has a significant effect in the results of the Group and the Company which has taken place or was completed after 31.12.2023, the date of the 2023 annual financial statements and up until the approval of the financial statements by the Board of Directors of the Company on 27.03.2024.

Athens, 27 March 2024

The Board of Directors

2023 ANNUAL FINANCIAL REPORT

100

Alternative Performance Measures

An Alternative Performance Measure (APM) is an adjusted financial measurement of past or future financial performance, financial position or cash flows that is different from the financial measurement defined in the applicable financial reporting framework. In other words, an APM on the one hand is not exclusively based on financial statement standards, and on the other it provides material supplementary information, excluding items that may potentially differentiate from the operating results or the cash flows.

Transactions with a non-operational or non-cash valuation that have a significant effect in the Statement of Comprehensive Income are considered items that affect the adjustment of the indices to APMs. These, non- recurring in most cases, items may arise among others from:

• Asset impairments

• Restructuring measures

• Consolidation measures

• Sale or transfer of assets

• Changes in legislation, compensation for damages or legal claims

APMs must always be taken into consideration in conjunction with the financial results that have been drafted based on IFRS, and in no instance should they be considered as replacing them. The Athens Exchange Group used APMs for the first time in fiscal year 2016, in order to better reflect the financial and operational performance related to the activity of the Group as such in the fiscal year in question, as well as the previous comparable period.

The definition, analysis and calculation basis of the APMs used by the Group is presented below.

Items affecting the adjustment

In accordance with the financial statements for 2023, the items that affect the adjustment of the indices used by the Group in order to calculate APMs is the valuation the participation in Boursa Kuwait and the Belgrade Stock Exchange, as well as the change in the value of the real estate, due to an appraisal, as shown in detail in the table below:

in € thousand

01.01- 31.12.2023

01.01- 31.12.2022

Plot of land valuation gain

(170)

(71)

Total

(170)

(71)

Other Comprehensive Income

Gain from properties assessment

(732)

(420)

Share valuation

1,494

(483)

Total

762

(903)

Grand total

592

(974)

1. EBITDA

=

Earnings Before Interest, Taxes, Depreciation & Amortization

-

items affecting the adjustment

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

EBITDA

19,013

12,482

52%

2023 ANNUAL FINANCIAL REPORT

101

2. EBIT

=

Earnings Before Interest & Taxes

-

items affecting the adjustment

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

EBIT

15,191

8,728

74%

3. Adjusted EBT

=

Earnings Before Taxes

-

items affecting the adjustment

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

EBT

16,862

10,418

62%

Plot of land valuation gain

(170)

(71)

139%

Adjusted EBT

16,692

10,347

61%

Deviation %

(1)%

4. Adjusted EAT

=

Earnings After Taxes

-

items affecting the adjustment

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

EΑT

13,001

8,214

58%

Plot of land valuation gain

(170)

(71)

139%

Adjusted EΑT

12,831

8,143

58%

Deviation %

(1)%

5. Adjusted Cash flows after investments

(cash flows before financial activities in the Statement of Cash Flows)

6. =

Net cash flows from operating activities

-

Net cash flows from investment activities

-

items affecting the adjustment

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

Net cash flows from operating activities

18,240

8,644

111%

Net cash flows from investment activities

(6,364)

(3,298)

93%

Cash flows after investment activities

11,876

5,346

122%

Items affecting the adjustment

(170)

(71)

139%

Adjusted cash flows from investment activities

11,706

5,275

122%

Deviation

(1)%

Earnings After Taxes – items affecting the adjustment

6. Adjusted Return on Equity (ROE), %

=

Total Equity (average)

x 100

2023 ANNUAL FINANCIAL REPORT

102

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

Return on Equity

12.44%

8.11%

54%

Net earnings for the period

13,001

8,214

58%

Items affecting the adjustment

(170)

(71)

139%

Total

12,831

8,143

58%

Average total Equity

104,492

101,342

3%

Adjusted Return on Equity

12.28%

8.04%

53%

Deviation %

(1)%

Total Equity – items affecting the adjustment

7. Adjusted Degree of Financial Self-Sufficiency

=

Total Balance sheet – third party cash assets

x 100

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

Degree of Financial Self-Sufficiency

80%

85%

(6)%

Total Equity

104,492

101,342

3%

Items affecting the adjustment

592

(974)

(161)%

Total (a)

105,084

100,368

5%

Total Balance Sheet - Third party cash and cash equivalents (b)

130,832

119,454

10%

Adjusted Degree of Financial Self-Sufficiency (a/b)

80%

84%

(5)%

Deviation %

0%

(1)%

Net Earnings attributable to the owners of the parent Company – items affecting the adjustment

8. Adjusted EPS

=

Average number of shares during the period

x 100

€ thousand

01.01- 31.12.2023

01.01- 31.12.2022

Deviation %

EPS

0.211

0.159

33%

Other comprehensive income

12,188

9,368

30%

Adjustment items

592

(974)

(161)%

Net adjusted other comprehensive income

12,781

8,394

52%

Average number of shares during the period

57,850,000

59,089,164

(2)%

Adjusted EPS

0.221

0.142

56%

Deviation

5%

(11)%

2023 ANNUAL FINANCIAL REPORT

103

3. AUDIT REPORT BY THE INDEPENDENT CERTIFIED AUDITORS ACCOUNTANTS

Independent Auditors' Report

(This report has been translated from Greek original version)

To the Shareholders of “HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA”

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of the company “HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA” (the Company), which comprise the separate and consolidated statement of financial position as at December 31st, 2023, the separate and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as the notes to financial statements that include material accounting policies.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of December 31st, 2023, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been transposed in Greek Legislation. Our responsibilities under those standards are described in the “Auditor’s responsibilities for the audit of the separate and consolidated financial statements” section of our report. During our entire appointment, we remained independent of the Company and its consolidated subsidiaries, in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current annual period. These matters in line with the related risk of material misstatement were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Revenue recognition

Group's revenue arises from various sources of income (trading, post trading, listing, data services, IT & Digital Services and other ancillary services). For the financial year 2023, Group’s and Company’s total revenue stood at € 45.2 mil. and € 21.1 mil. respectively.

The Group uses various information systems for the revenue recognition, while - at the same time – numerous processes and controls are implemented to support the high volume of transactions and facilitate the revenue recognition in the appropriate period. Furthermore, based on the requirements of IFRS 15 "Revenue from Contracts with Customers", revenue recognition requires the Management to exercise judgments and make estimates, especially for revenues related to initial listings and changes in share capital, that are recognized over time and allocated during the time that the company remains listed on Athens Stock Exchange.

Considering the significance of revenues to the separate and consolidated financial statements, the large volume of transactions, the information systems involved in revenue recognition, the estimates, judgments and multiplicity of policies required for various revenues’ sources, we consider revenue recognition as one of the key audit matters.

Group’s and Company’s disclosure of the accounting policy regarding revenue recognition is included in Notes 5.3.8, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13 and 5.31 to the financial statements.

Our audit approach included, among others, the following procedures:

• We obtained an understanding of the internal controls designed by management relating to revenue recognition and IT systems involved in revenue recognition. In this context, we evaluated the design effectiveness of IT general controls used by the Group and the Company for revenue recognition purposes.

• We examined, on a sample basis, the transfer of data from the relevant IT systems to the general ledger.

• We assessed, on a sample basis, the appropriateness of revenue recognition and allocation to the correct period through (a) tracing transactions back to underlying data, including invoices, contracts and proof of collection, (b) reperforming relevant revenue calculations.

• We assessed reasonableness of management's assumptions and estimates used to determine the timing of revenue recognition relating to initial listings and other corporate acts.

• We assessed whether the accounting policies and the methodology applied by management is appropriate and complies with IFRS 15 "Revenue from Contracts with Customers".

• We assessed the adequacy of related disclosures in compliance with the requirements of IFRS in the separate and consolidated financial statements in respect of this matter.

Other information

Management is responsible for the other information. The other information is included in the Board of Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the Representations of the Board of Directors, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there is a material misstatement therein; we are required to communicate that matter. We have nothing to report in this respect.

Responsibilities of Management and Those Charged with Governance for the separate and consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee (Art. 44, Law 4449/2017) of the Company is responsible for overseeing the Company’s and the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as they have been transposed in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.

As part of an audit in accordance with ISAs as they have been transposed in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company and the Group. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

Report on Other Legal and Regulatory Requirements

1. Board of Directors’ Report

Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2 (part B) of Law 4336/2015, we note the following:

a. The Board of Directors’ Report includes the Corporate Governance Statement which provides the information required by Article 152 of Law 4548/2018.

b. In our opinion the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150-151 and 153-154 and paragraph 1 (cases c’ and d’) of Article 152, Law 4548/2018 and the content of the Board of Directors’ report is consistent with the accompanying separate and consolidated financial statements for the year ended 31/12/2023.

c. Based on the knowledge we obtained during our audit about the Company “HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA” and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report.

2. Additional Report to the Audit Committee

Our audit opinion on the accompanying separate and the consolidated financial statements is consistent with the Additional Report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.

3. Non-audit Services

We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article 5, EU Regulation No 537/2014 or other non-prohibited non-audit services.

4. Auditor’s Appointment

We were appointed as the Company’s statutory auditors for the first time by the Regular General Meeting of shareholders held on 02/06/2022. Since then, our appointment has been continuously renewed for a total period of 2 years based on the decisions made by the Annual General Meeting of shareholders.

5. Operating Regulations

The Company has in place Operating Regulations in accordance with the content provided by the provisions of article 14, Law 4706/2020.

6. Assurance Report on financial statements in European Single Electronic Format (ESEF)

We examined the digital records of HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA (hereinafter the Company and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF) requirements defined in the Delegated Regulation of the European Commission (EU) 2019/815, as amended following the Regulation (EU) 2020/1989 (hereinafter ESEF Regulation). We also examined the digital records, as well as those, including the separate and consolidated financial statements of the Company and the Group for the

year ended as of December 31st 2023, in XHTML format, as well as the projected XBRL file (“549300GSRN07MNENPL97-2023-12-31-en.zip”) with the appropriate mark-up, on the aforementioned consolidated financial statements, including the other explanatory information (Notes to financial statements).

Regulatory framework

The digital records of the European Single Electronic Format (ESEF) are prepared in accordance with the ESEF regulation and the Commission Interpretative Communication 2020/C379/01 as of November 10th 2020, in compliance with the provisions of Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (hereinafter "ESEF regulatory framework"). In summary, this framework includes, inter alia, the following requirements:

• All the annual financial statements shall be prepared in a valid XHTML format.

• For all consolidated financial statements prepared in accordance with IFRS, the financial reporting included in the Statement of Comprehensive Income, in the Statement of Financial Position, in the Statement of Changes in Equity and in the Statement of Cash Flows as well as the financial reporting included in explanatory information shall be marked-up with XBRL ‘tags’ XBRL (XBRL ‘tags’ and “‘block tag”’), according to the effective ESEF Taxonomy. The technical specifications for ESEF, including the relevant classification, are set out in the ESEF Regulatory Technical Standards.

• The requirements set out in the current ESEF regulatory framework constitute the appropriate criteria for reaching a conclusion with reasonable assurance.

Responsibilities of Management and those Charged with Governance

Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended as at December 31st , 2023 in accordance with the requirements defined in the ESEF Regulatory Framework and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities

Our responsibility is to design and conduct this assurance engagement in accordance with no. 214/4 / 11-02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines on the auditors’ involvement and assurance report in European Single Electronic Format (ESEF) on of issuers with a regulated market listed securities" as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate and the consolidated financial statements of the Company and the Group prepared by the management in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.

We conducted our audit in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and we have fulfilled our ethical obligations for independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.

The assurance engagement we conducted restrictively covers the items included in the ESEF Guidelines and was carried out in accordance with the International Standard on Assurance Engagements (ISAE) 3000, “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Reasonable assurance is a high level of assurance, but is not a guarantee that our audit will always detect a material misstatement regarding non- compliance with the requirements of the ESEF Regulation.

Conclusion

Based on the procedures we performed and the evidence we obtained, we conclude that the separate and consolidated financial statements of the Company and the Group for the year ended as of December 31st , 2023, in XHTML format, as well as the projected XBRL file (“549300GSRN07MNENPL97-2023-12-31-en.zip”) with the appropriate mark-up, on the above consolidated financial statements including the other explanatory information have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework.

Athens, March 27 th 202 4

Certified Public Accountant

Thanasis Xynas

Vasiliki Tsipa

Registry Number SOEL 34081

Registry Number SOEL 58201

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 110

4. 2023 ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

for the period 1 January 2023 to 31 December 2023

In accordance with the International Financial Reporting Standards

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 111

4.1. Annual Statement of Comprehensive Income

Group

Company

01.01

Notes

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Revenue

Trading

5.8

8,626

5,890

8,626

5,886

Post trading

5.9

20,247

15,036

0

Listing

5.10

5,744

4,997

3,730

3,269

Data services

5.11

3,812

3,586

3,466

3,278

ΙΤ, Digital and Other Services

5.12

7,397

7,072

5,093

4,628

Ancillary services

5.13

1,309

1,266

894

871

Total turnover

47,135

37,847

21,809

17,932

Hellenic Capital Market Commission fee

5.14

(1,961)

(1,388)

(726)

(497)

Total revenue

45,174

36,459

21,083

17,435

Expenses

Personnel remuneration and expenses

5.15

15,284

12,389

8,671

7,060

Third party remuneration and expenses

5.16

1,654

1,949

1,281

1,615

Maintenance / IT support

5.17

2,175

2,137

1,800

1,656

Building / equipment management

5.18

708

737

153

123

Utilities

5.19

1,488

1,921

446

399

Other operating expenses

5.20

3,410

3,326

2,327

2,388

Taxes

5.21

1,442

1,518

889

908

Total operating expenses before depreciation

26,161

23,977

15,567

14,149

Earnings before Interest, Taxes, Depreciation & Amortization (EBITDA)

19,013

12,482

5,516

3,286

Depreciation

5.22, 5.23

(3,822)

(3,754)

(2,297)

(2,142)

Earnings Before Interest and Taxes (EBIT)

15,191

8,728

3,219

1,144

Capital income

722

52

222

31

Dividend income

5.25, 5.27

395

306

5,211

4,319

Income from participations

5.25

430

698

430

698

Income from tax returns

5.37

0

625

0

625

Gains / (losses) from measuring real estate at fair value

5.24

170

71

90

0

Financial expenses

(46)

(62)

(81)

(83)

Earnings Before Tax (EBT)

16,862

10,418

9,091

6,734

Income tax

5.37

(3,861)

(2,204)

(970)

(462)

Earnings after tax (ΕΑΤ)

13,001

8,214

8,121

6,272

Certain amounts of the previous fiscal year have been changed (See note 5.45).

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 112

Group

Company

01.01

Notes

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Earnings after tax (A)

13,001

8,214

8,121

6,272

Items that are not later reclassified in the results:

Gains / (losses) from the reassessment of real estate values

5.24

939

538

0

Financial assets at fair value through other income - Valuation profits / (losses) during the period

5.27

(1,916)

619

(1,916)

619

Actuarial gains / (losses) from staff termination provision

5.33

(65)

322

(50)

180

Income tax effect

5.37

229

(325)

433

(176)

Other comprehensive income / (losses) after taxes (B)

(813)

1,154

(1,533)

623

Total other comprehensive income after taxes (A) + (B)

12,188

9,368

6,588

6,895

Distributed to:

2023

2022

Company shareholders

12,188

9,368

Profits after tax per share (basic and diluted; in €)

0.211

0.159

Weighted average number of shares

57,850,000

59,089,164

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

The notes in chapter 5 form an integral part of the annual financial statements of 31.12.2023.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 113

4.2. Annual Statement of Financial Position

Group

Company

Note

31.12.2023

31.12.2022

31.12.2023

31.12.2022

ASSETS

BS1

BS2

BS3

BS4

Non-Current Assets

Tangible owner-occupied assets

5.22

22,153

20,490

1,620

948

Right of use assets

5.23

484

235

1,523

Real Estate Investments

5.24

6,356

6,187

2,990

2,900

Intangible assets

5.22

7,144

7,128

4,967

4,859

Deferred tax

5.30

63

48

0

Participations & other long-term receivables

5.25

7,143

6,821

52,083

51,760

Financial assets at fair value through other income

5.27

8,081

9,996

8,081

9,996

51,424

50,905

71,264

71,986

Current Assets

Trade receivables

5.26

3,542

3,953

2,431

2,229

Other receivables

5.26

9,423

3,987

3,472

1,169

Financial assets valued at amortized cost

5.27

3,116

0

3,116

0

Third party balances in Group bank accounts

5.29

265,503

244,677

0

Cash and cash equivalents

5.28

63,327

60,609

11,630

15,842

344,911

313,226

20,649

19,240

Total Assets

396,335

364,131

91,913

91,226

EQUITY & LIABILITIES

Equity & Reserves

Share capital

5.32

25,346

Treasury stock

5.32

(8,333)

Share premium

5.32

157

Reserves

5.32

37,108

44,195

26,833

34,954

Retained earnings

5.32

50,214

39,977

35,338

29,669

Total Equity

104,492

101,342

79,341

81,793

Non-current liabilities

Contractual obligation

5.31

1,583

1,498

620

480

Deferred tax

5.30

3,260

3,344

1,381

1,719

Lease liabilities

5.23

367

173

1,400

1,421

Benefit liabilities to employees

5.33

1,973

1,794

1,225

1,106

Other provisions

181

60

40

0

7,364

6,869

4,666

4,726

Current liabilities

Trade and other payables

5.34

9,205

4,771

5,287

2,716

Contractual obligation

5.31

1,660

2,132

541

879

Income tax payable

5.37

2,398

32

830

60

Taxes payable

5.35

4,980

3,547

638

371

Social Security

5.36

614

696

387

491

Lease liabilities

5.23

119

65

223

190

Third party balances in Group bank accounts

5.29

265,503

244,677

0

284,479

255,920

7,906

4,707

Total Liabilities

291,843

262,789

12,572

9,433

Total Equity & Liabilities

396,335

364,131

91,913

91,226

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

The notes in chapter 5 form an integral part of the annual financial statements of 31.12.2023.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 114

4.3. Annual Statement of Changes in Equity

4.3.1. Group

Share Capital

Treasury Stock

Share Premium

Reserves

Retained Earnings

Total Equity

Balance 01.01.2022

25,346

(854)

157

62,107

21,751

108,507

Earnings distribution to reserves

0

301

(301)

0

Share buyback

0

(7,479)

0

(7,479)

Transfer of real estate revaluation reserve to retained earnings

0

(12,477)

12,477

0

Dividends paid

0

(6,638)

(2,414)

(9,052)

Transactions with shareholders

0

(7,479)

0

(18,814)

9,762

(16,531)

Earnings for the fiscal year

0

8,214

Actuarial gains / (losses) from defined benefit pension plans

0

251

Revaluation of real estate

0

420

0

420

Gains / (losses) from valuation of financial assets at fair value through other comprehensive income

0

483

0

483

Other comprehensive income

0

903

251

1,154

Total comprehensive income after taxes

0

903

8,465

9,368

Balance 31.12.2022

25,346

(8,333)

157

44,195

39,977

101,342

Earnings distribution to reserves

0

301

(301)

0

Reserve from distribution of bonus shares to staff

0

14

0

14

Dividends paid

0

(6,638)

(2,414)

(9,052)

Transactions with shareholders

0

(6,323)

(2,715)

(9,038)

Earnings for the fiscal year

0

13,001

Actuarial gains / (losses) from defined benefit pension plans

0

(51)

Revaluation of real estate

0

733

0

733

Gains / (losses) from valuation of financial assets at fair value through other comprehensive income

0

(1,495)

0

(1,495)

Other comprehensive income

0

(762)

(51)

(813)

Total comprehensive income after taxes

0

(762)

12,950

12,188

Balance 31.12.2023

25,346

(8,333)

157

37,108

50,214

104,492

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

The notes in chapter 5 form an integral part of the annual financial statements of 31.12.2023.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 115

4.3.2. Company

Share Capital

Treasury Stock

Share Premium

Reserves

Retained Earnings

Total Equity

Balance 01.01.2022

25,346

(854)

157

53,586

13,192

91,427

Share buy back

0

(7,479)

0

(7,479)

Stock sales reserve

0

(12,477)

12,477

0

Dividends paid

0

(6,638)

(2,414)

(9,052)

Transactions with shareholders

0

(7,479)

0

(19,115)

10,063

(16,531)

Earnings for the fiscal year

0

6,272

Actuarial profit/ (loss) from defined benefit pension plans

0

140

Profits/(losses) from valuation of financial assets at fair value through other comprehensive income

0

483

0

483

Other comprehensive income

0

483

140

623

Total other comprehensive income after taxes

0

483

6,412

6,895

Balance 31.12.2022

25,346

(8,333)

157

34,954

29,669

81,793

Reserve from distribution of bonus shares to staff

0

14

0

14

Dividends paid

0

(6,638)

(2,414)

(9,052)

Transactions with shareholders

0

(6,624)

(2,414)

(9,038)

Earnings for the fiscal year

0

8,121

Actuarial profit/ (loss) from defined benefit pension plans

0

(38)

Profits/(losses) from valuation of financial assets at fair value through other comprehensive income

0

(1,495)

0

(1,495)

Other comprehensive income

0

(1,495)

(38)

(1,533)

Total other comprehensive income after taxes

0

(1,495)

8,083

6,588

Balance 31.12.2023

25,346

(8,333)

157

26,833

35,338

79,341

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

The notes in chapter 5 form an integral part of the annual financial statements of 31.12.2023.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 116

4.4. Annual Cash Flow Statement

Group

Company

Notes

01.01- 31.12.2023

01.01- 31.12.2022

01.01- 31.12.2023

01.01- 31.12.2022

Cash flows from operating activities

Earnings before tax

16,862

10,418

9,091

6,734

Plus / (minus) adjustments for

Depreciation

5.22, 5.23

3,822

3,754

2,297

2,142

Staff retirement obligations

5.33

206

67

147

59

Other provisions

135

0

49

0

Revaluation of real estate

5.24

(170)

(71)

(90)

0

Interest Income

(722)

(52)

(222)

(31)

Dividend income

5.39

(395)

(306)

(5,211)

(4,319)

Income from affiliates

5.40

(430)

(698)

(430)

(698)

Interest and related expenses paid

46

62

81

83

Income from tax returns

5.37

0

(625)

0

(625)

Plus/ (minus) adjustments for changes in working capital accounts or concerning operating activities

Reduction/(Increase) in receivables

(5,031)

(54)

(2,521)

451

(Reduction)/Increase in liabilities (except loans)

5,324

(1,236)

2,475

(1,549)

Total adjustments for changes in working capital

19,647

11,259

5,666

2,247

Interest and related expenses paid

(35)

(52)

(20)

(18)

Return of taxes from previous fiscal years

5.39

0

625

0

625

Taxes paid

5.39

(1,372)

(3,188)

(100)

0

Net inflows / outflows from operating activities (a)

18,240

8,644

5,546

2,854

Cash flows from investing activities

Purchases of tangible and intangible assets

5.22

(4,481)

(4,058)

(2,872)

(2,877)

Purchase of financial assets valued at amortized cost

5.27

(5,563)

0

(5,563)

0

Sales of financial assets valued at amortized cost

5.27

2,474

0

2,474

0

Interest received

695

52

195

31

Dividends received

5.25, 5.27

511

708

5,326

4,721

Total inflows / (outflows) from investing activities (b)

(6,364)

(3,298)

(440)

1,875

Cash flows from financing activities

Share buy back

5.32

0

(7,479)

0

(7,479)

Lease payments

5.23

(106)

(67)

(266)

(248)

Dividend payments

5.39

(9,052)

Total outflows from financing activities (c)

(9,158)

(16,598)

(9,318)

(16,779)

Net increase/ (decrease) in cash and cash equivalents from the beginning of the period (a) + (b) + (c)

2,718

(11,252)

(4,212)

(12,050)

Cash and cash equivalents at start of period

5.28

60,609

71,861

15,842

27,892

Cash and cash equivalents at end of period

5.28

63,327

60,609

11,630

15,842

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

The notes in chapter 5 form an integral part of the annual financial statements of 31.12.2023.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 117

5. NOTES TO THE 2023 ANNUAL FINANCIAL STATEMENTS

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 118

5.1. General information about the Company and its subsidiaries

The Company “ HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX) ” with the commercial name “ ATHENS STOCK EXCHANGE ” was founded in 2000 (Government Gazette 2424/31.3.2000) and has General Electronic Commercial Registry (GEMI) No 003719101000 (former Companies Register No 45688/06/Β/00/30). Its head office is in the Municipality of Athens at 110 Athinon Ave, Postal Code 10442 . The shares of the Company are listed in the Main Market segment of the Athens Exchange cash market.

The Company is the parent company of the Group that supports the operation of the Greek capital market. The parent company and its subsidiaries operate the organized cash and derivatives markets, carry out trade clearing, settlement and safekeeping of securities, provide comprehensive technology solutions to the Greek capital market, provide support services of other organized markets in Greece and abroad as well as other ancillary services, and promote the development of capital markets culture in Greece .

The duration of the Company is set at two hundred (200) years and commences as of the recording in the relevant Company Register by the competent supervisory authority of the administrative decision to issue a license for the incorporation of the Company and the approval of its articles of association.

The 2023 annual financial statements of the Group and the Company have been approved by the Board of Directors on 27.03.2024, and are subject to final approval by the Annual General Meeting of Shareholders. The annual financial statements have been published on the internet, at

www.athexgroup.gr

. The interim and the

annual financial statements of the subsidiaries of the Group ATHEXCSD and ATHEXClear have been published at

www.athexgroup.gr

.

The following table lists the companies being consolidated by ATHEX on 31.12.2023, their headquarters, activity, direct and indirect participations of the Company in their share capital, as well as the consolidation method:

Company

Headquarters

Activity

Direct participation %

Indirect participation %

Total participation %

Consolidation method

Hellenic Exchanges-Athens Stock Exchange (ATHEX)

Greece

Exchange

Parent company

ATHEX subsidiaries

Athens Exchange Clearing House (ATHEXClear)

Greece

Clearing of transactions

100%

-

100%

Full consolidation

Hellenic Central Securities Depository (ATHEXCSD)

Greece

Depository

100%

-

100%

Full consolidation

ATHEX affiliate

Hellenic Energy Exchange (HenEx)

Greece

21%

-

21%

Equity

HenEx subsidiary

EnEx Clearing House (EnExClear)

Greece

-

21%

Equity

5.2. Basis of presentation of financial statements and key estimates

5.2.1. Basis of presentation of financial statements

The company and consolidated financial statements for fiscal year 2023 have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB) and their interpretations as issued by the International Financial Reporting Interpretations Committee

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 119

(IFRIC) of IASB and adopted by the European Union and are mandatory for fiscal years starting on 1.1.2023. There are no standards and interpretations of standards that have been applied their effective date.

The attached financial statements have been drafted on the basis of historical cost (except owner-occupied assets, investments in real estate and financial assets through other income, which are valued at fair value) and the principle of “going concern”, which assumes that the Company and its subsidiaries will be able to continue their operations as going concerns for the foreseeable future. In particular, the Management of the Group and the Company, considering the current and projected financial position of the Group and the Company and their liquidity levels (including the observance of medium-term budgets) estimates that the use of the going concern principle when drawing up the attached interim of condensed financial statements is appropriate.

5.2.2. Key estimates and judgements

The preparation of financial statements in accordance with the International Financial Reporting Standards requires that the Management of the Group make important assumptions and accounting estimates that affect the balances of the Asset and Liability accounts, the disclosure of contingent claims and liabilities on the preparation date of the Financial Statements, as well as the revenues and expenses presented in the period in question. Despite the fact that these estimates are based on the best possible knowledge of the management of the Company as regards the current conditions, actual results may differ from these estimates in the end.

Estimates and judgments are continuously evaluated, and are based on empirical data and other factors, including anticipation of future events that are to be expected under reasonable conditions.

The following are the most significant judgements made by management in the preparation of the accompanying financial statements that have the most significant effect on the financial statements.

Capitalization of development expenses

The separation of the research and development phases and the determination of whether the criteria for recognizing expenses incurred in the development phase are met requires management judgement. Information systems development costs are capitalized only if the development costs can be measured reliably, the product or process is producible, technically and commercially feasible, future economic benefits are expected, the Group and the Company has the intention, while having sufficient resources available, to complete the development and to use or sell the asset.

After initial recognition, the Group's management assesses whether events and circumstances exist that indicate that the carrying amount may not be recoverable.

Revenue from new listings and changes in share capital

In the context of IFRS 15, revenue from new listings at ATHEX as well as other corporate actions, is recognized based on estimates, which are based on an analysis of historical data concerning the time companies remain listed on ATHEX. This estimate has a significant degree of uncertainty as to the accuracy of calculating the length of time companies remain listed at ATHEX and depends on factors which are not under the control of the Company.

Based on historical data, the analysis of the average duration of a company listing on the stock exchange in relation to all listed companies and its experience, the Group's management determines the estimated average period of a company's listing on the stock exchange within which it will continue to provide its services. The estimate obviously contains an element of uncertainty in relation to the duration of the listing as it considers factors beyond the Group's control. The estimate of the length of time for which the Athens Stock Exchange will provide services is regularly recalculated to be as close to reality as possible.

Income tax

Current tax obligations, both for the current as well as for previous fiscal years, are calculated based on the amounts that are expected to be paid to the tax authorities, using the tax rates that have been legislated up until the date of the Statement of Financial Position. Income tax in the income statement includes the tax for the current year, as expected to be declared in the income tax declaration, as well as estimated additional taxes that

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 120

may be imposed by the tax authorities during the auditing of the unaudited fiscal years. These assumptions take into consideration experience and an analysis of current facts and circumstances. As such, the final income tax settlement may deviate from the income tax booked in the financial statements.

If the final tax is different than the amount initially recognized, the difference will affect the income tax in the fiscal year the determination of the tax differences takes place (note 5.37).

Expected credit losses for commercial and other claims

Management applies the simplified approach of IFRS 9 for the calculation of expected credit losses, whereby the provision for impairment losses is calculated based on expected credit losses over the lifetime of the customer receivables. The determination of expected credit losses under this approach is based on historical data adjusted to reflect projections of the future economic environment. The correlation between historical data, future economic conditions and expected credit losses requires significant judgement. The level of expected credit losses depends to a large extent on changes in circumstances and projections of future economic conditions.

Useful lives of tangible and intangible assets

Management makes certain estimates regarding the useful lives of tangible and intangible assets with finite useful lives. The useful lives for each category of such assets are reviewed periodically and at least annually to assess whether they continue to be appropriate. This process considers, among others, the expected use of each asset, its current condition, etc.

Defined benefits plans

The present value for the defined benefits plans is calculated using actuarial estimates, which use assumptions about the discount rates, the rate of salary increases, and mortality rates. Due to the long-term nature of these plans, these assumptions are subject to significant uncertainty.

Fair value measurement of non-financial instruments

The Group measures its owner-occupied land and buildings and investment properties at fair value after initial recognition. The determination of the fair value of the above non-financial instruments requires the adoption of accounting estimates and assumptions in applying the valuation techniques, which are primarily related to expected future market rents and rental yields (detailed assumptions are set out in note 5.43).

Contingent liabilities

The existence of contingent liabilities requires that management constantly make assumptions and value judgments regarding the possibility that future events may or may not occur, as well as the effect that these events could have on the activity of the Group (note 5.41).

5.3. Material Accounting Principles

The material accounting principles adopted by the Group and the Company for the preparation of the attached financial statements are as follows.

5.3.1. Basis for consolidation

(a) Subsidiaries

The Consolidated Financial Statements include the Financial Statements of the Group and its subsidiaries. Subsidiaries are all companies whose operation the Group controls. The Group controls a company when it is

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 121

exposed to, or has rights to, various returns of the company due to its participation in it, and has the ability to affect these returns through its control over the company.

Subsidiaries are fully consolidated from the date that control is transferred to the Group and cease being consolidated from the date control no longer exists.

The Group uses the acquisition method to account for business combinations. The acquisition price for a subsidiary is calculated as the sum of the fair values of the assets transferred, liabilities assumed, and participation titles issued by the Group. The consideration of the transaction also includes the fair value of the assets or liabilities that arise from a contingent consideration agreement.

In a business combination the costs related to the acquisition are expensed. The identifiable assets acquired, the liabilities and contingent liabilities are measured at fair value on the acquisition date. In case of a non-controlling participation, the Group either recognizes it at fair value, or at the equity share value of the company acquired.

If an acquisition takes place in stages, the book value of the assets of the company that is acquired and possessed by the Group on the acquisition date is revalued at fair value. The profit or loss from the revaluation at fair value is recognized in the Statement of Comprehensive Income.

Each contingent consideration provided by the Group is recognized at fair value on the acquisition date. Subsequent changes in the fair value of the contingent consideration, which is considered an asset or a liability, are recognized either in accordance with IAS 39, in the profit and loss statement, or as a change in other comprehensive income. The contingent consideration that is classified as an asset is not revalued and subsequent arrangements take place in equity.

Goodwill initially recognized in the acquisition cost is the excess amount from the total consideration that was paid and the amount recognized as a non-controlling participation, against the net assets that were acquired and the liabilities assumed. Provided that the fair value of the assets is greater than the total consideration, the profit from the transaction is recognized in the Statement of Comprehensive Income.

Following initial recognition, goodwill is measured at cost minus accumulated impairment losses. For the purposes of an impairment test, goodwill created from company acquisitions is distributed after the acquisition date to each cash generating unit of the Group that is expected to benefit from the acquisition, irrespective of whether the assets or liabilities of the acquired firm are transferred to that unit.

If goodwill is allocated to a cash generating unit and part of the activity of that unit is sold, goodwill associated with that part of the activity is included in the book value when determining profit and loss from the sale. In that case, goodwill sold is calculated based on the relative values of the activity sold and the part of the cash flow generating unit that is maintained.

Any losses are allocated to non-controlling participations, even if the balance becomes negative.

In the Statement of Financial Position of the Company, investments in subsidiaries are shown at the acquisition value minus any impairment losses. The acquisition value is adjusted in order to incorporate the changes in the consideration from the changes in the contingent consideration.

The financial statements of the subsidiaries are prepared on the same date and use the same accounting principles as the parent Company. Intra-group transactions, balances, and accrued profits/ losses in transactions between the companies of the Group are eliminated.

(b) Changes in the participation in subsidiaries without change in control

Transactions with non-controlling participations that result in control of a subsidiary by the Group being maintained are considered equity transactions i.e., transactions between owners. The difference between the fair value of the consideration paid and the part of the book value of the net assets of the subsidiary company that has been acquired is also recognized in equity.

(c) Sale of interest in subsidiaries with change in control

When the Group ceases to have control, any remaining participation is re-measured at fair value, while any differences that arise compared to the book value are recorded in the results. Then the asset is recognized as an associate company, joint venture, or financial asset at that fair value.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 122

In addition, relevant amounts previously recognized in other comprehensive income concerning that company, are accounted using the same method that the Group would have used in case the assets or liabilities had been sold i.e., they may be transferred to the results.

(d) Participation in affiliates

Affiliates are the companies in which the Group exercises material influence under the provisions of IAS 28 but does not exercise control. In general, material influence arises when the Group holds between 20% and 50% of the voting rights. The existence and influence of potential voting rights that are directly exercisable or convertible is taken into consideration in the assessment of the exercise of material influence by the Group.

Investments in affiliated companies are valued using the equity method. Investments in affiliated companies are initially recorded in the Statement of Financial Position at cost, which is increased or decreased by the proportion of the Group in the results of the affiliated company after the acquisition date. The Group checks on each reporting date, whether there is an indication that an investment in an affiliate is impaired. If there is such an indication, an impairment test is performed, comparing the recoverable amount of the investment with the book value of the investment. If the book value of the investment exceeds its recoverable value, the book value is reduced to the recoverable value.

Impairment losses recognized in previous fiscal years, may be reversed only if there is a change in the assumptions used to determine the recoverable amount of the investment, since the last time that an impairment loss was recognized. In that case, the book value of the investment is increased to the recoverable amount and the increase is a reversal of the impairment loss.

The share of the Group in the results of the affiliated company is recognized in the consolidated Statement of Comprehensive Income and the share in the reserves is recognized in the reserves of the Group. The accumulated changes in the reserves / results adjust the book value of the investment in the affiliated company. When the share of the Group in the losses of an affiliated company is equal to, or exceeds the participation amount in it, the Group does not recognize any further losses, unless it has incurred obligations, or made payments on behalf of the affiliated company.

Significant gains and losses from transactions between the affiliated company and the Group are eliminated by the percentage the Group holds in it.

Gains or losses from the sale of stakes in affiliated companies are recognized in the Consolidated Profit and Loss Statement. If there is a loss of substantial influence in an affiliated company, the Group measures at fair value any remaining investment in the affiliated company. The difference between the book value of the investment and the fair value on the date material influence was lost is recognized in the results. The fair value of the company that ceases being affiliated, is the fair value that was determined when the investment was recognized as a financial asset.

5.3.2. Tangible assets

Investments in real estate

Investments in real estate are those assets which are owned either for rental income or for capital gains or both. Only plots of land and buildings are considered investments in real estate.

Investments in real estate are initially measured at cost. Initial cost includes transaction expenses: professional and legal expenses, transfer taxes and other direct costs.

After initial measurement, investment properties are measured at fair value, which is determined by independent appraisers. Any gain or loss arising from a change in the fair value of investment property is recognized in profit or loss in the period in which it arises.

Transfers of real estate from investments in real estate are made only when there is a change in use of the property, as demonstrated by the start of its owner-occupation by the Group or the start of its development with the intent to sell.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 123

When an asset is retired or sold, the related carrying amount is de-recognized and the related gain or loss arising from the difference between the current carrying amount and the net selling price is recognized in the Statement of Comprehensive Income.

Tangible owner-occupied assets

Real estate (plots of land – buildings) belonging to fixed assets are recorded at their adjusted values, during the initial application of IFRS, and subsequently at fair value, which is based on appraisals made by independent appraisers, less future building depreciation. Appraisals are made regularly in order for the fair value of the adjusted asset not to differ significantly from its accounting value.

Other tangible owner-occupied assets are recorded in the financial statements at acquisition cost minus accumulated depreciation and any value impairment provisions. The acquisition cost includes all the direct expenses for the acquisition of the assets.

Later expenses are recognized as an increase in the book value of the tangible fixed assets or as a separate asset only if it is probable that future financial benefits will flow to the Group, and the cost can be reliably measured.

The cost of repairs and maintenance is recognized in the Statement of Comprehensive Income when incurred.

Depreciation of other tangible assets (except plots of land which are not depreciated) is calculated using the straight-line method during their useful life.

The useful lives of tangible assets are shown below:

Useful life

Buildings and construction

50 years ή 2%

Machinery

5 years ή 20%

Means of transportation

6.25 years ή 16%

Other equipment

5-10 years ή 20-10%

The useful life of tangible assets and their salvage values are revised at least annually. When the book value of the fixed assets exceeds their recoverable value, the difference (impairment) is recognized as an expense in the Statement of Comprehensive Income.

When tangible assets are retired or sold, the associated cost and the accumulated depreciation are eliminated from the relevant accounts at the time the asset is retired or sold, and the associated profits or losses are recognized in the Statement of Comprehensive Income.

5.3.3. Intangible assets

Intangible assets include software licenses and IT development costs, which are initially measured at cost and, after initial recognition, at cost less accumulated amortization and any accumulated impairment losses. Maintenance of software programs and information systems is recognized as an expense when incurred. Conversely, expenditures that improve or prolong the performance of software programs or information systems are included in the cost of the intangible asset if they can be measured reliably. Depreciation is calculated using the straight-line method over the useful life of these assets, which is estimated at 5 years. When an intangible asset is sold or retired, the gain or loss is determined as the difference between the net realizable value and its carrying amount is recognized in the profit or loss for the year at the time of sale/retirement.

5.3.4. Impairment testing of non-financial assets

The Company and the Group assess at each financial statement date whether there is any indication of impairment of non-financial assets. The Company's intangible/intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When the carrying value of an asset exceeds its recoverable amount, an impairment loss is

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 124

recognized in the income statement. The recoverable amount is calculated as the higher of fair value less costs to sell and value-in-use.

The fair value less sale expenses is the amount that results from the sale of an asset in an independent transaction between informed and willing parties, after subtracting all direct additional sale expenses, while the value-in-use is the present value of the estimated future cash flows that are expected to occur from the continuous use of the asset and its disposal at the end of its useful life. To evaluate the impairment, assets are grouped at the lowest level for which there are discrete recognizable cash flows.

5.3.5. Financial instruments

A financial instrument is any contract that simultaneously creates a financial asset for one financial entity and a financial liability or participatory title for another financial entity.

Initial recognition and subsequent measurement of financial assets

Financial assets are classified, on initial recognition and subsequently measured at amortized cost, at fair value through other comprehensive income or at fair value through profit or loss. The classification of financial assets at initial recognition is based on the contractual cash flows of the financial assets and the business model within which the financial asset is held.

Excluding client claims, the Group initially values a financial asset at fair value plus transaction costs, in case of a financial asset that is not valued at fair value through results. Client claims are initially valued at transaction cost as specified by IFRS 15.

To classify and value a financial asset (excluding equity securities) at amortized cost or at fair value through other comprehensive income, cash flows must constitute “solely principal and interest payments” on the outstanding balance of capital. This assessment is known as SPPI ("Solely Payments of Principal and Interest") criterion and is made at the level of the individual financial instrument.

Following initial recognition, financial assets are classified in three categories:

• At amortized cost

• At fair value through other comprehensive income

• At fair value through results

The Group and the Company do not possess assets that are valued at fair value through results or through other comprehensive income on 31 December 2023.

Financial assets and financial liabilities at amortized cost

Financial assets and financial liabilities that are carried at amortized cost are subsequently measured using the Effective Interest Rate method. Financial assets are subject to impairment testing. Gains and losses are recognized in profit or loss when the financial asset or financial obligation ceases to be recognized, modified or when the financial asset is impaired.

The Group and the Company recognize as financial assets at amortized cost cash and cash equivalents, clients and other receivables, Greek Government Bills, and third-party accounts in the Group's bank accounts and as financial liabilities suppliers and other liabilities and third-party cash in bank accounts of the Group.

The Group and the Company recognize third party cash as a financial asset because they are deposited in ATHEXClear bank accounts with the Bank of Greece and as a financial liability at the same time, as after the completion of the clearing transactions there is a contractual obligation to return them to the counterparty.

Financial assets and related financial liabilities are initially recognized at fair value and measured at amortized cost. Their carrying amount at each reporting date approaches their fair value due to their short-term nature as the effect of discounting is not significant.

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Financial assets classified at fair value through comprehensive income

At initial recognition, the Group can choose to irrevocably classify equity investments as equity investments at fair value through comprehensive income when they fulfil the definition of equity position in accordance with IAS 32 Financial instruments: Presentation, and are not held for trading. Classification takes place for each financial instrument individually.

Profits and losses from these financial assets are never recycled in profits or losses. Dividends are recognized as other revenue in the profit and loss statement when the right to payment has been established, unless the Group benefits from that revenue to recuperate part of the cost of the financial asset, in which case this income is recognized in the statement of comprehensive income. Equity instruments identified at fair value through comprehensive income are not subject to an impairment test.

The Group chose to classify the listed company shares it possessed in this category. In addition, the participation in Boursa Kuwait and the participation in the Belgrade Stock Exchange are classified in this category.

Impairment of financial assets

The Group and the Company evaluate at each financial statement reporting date information concerning whether the value of a financial asset or a group of financial assets has been impaired as follows:

For client claims and contractual assets, the Group and the Company apply the simplified approach to calculate expected credit losses. Therefore, on each reporting date, the Group and the Company measure the loss provision for a financial asset in an amount equal to the expected credit losses for the life of the asset. See Risk Policies and Management in note 5.42.

Derecognition of financial assets

A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized when:

• The rights to the inflow of cash resources have expired,

• The Group or the Company retains the right to receive cash flows from the financial asset, but has also assumed the obligation to pay them to third parties in full, without substantial delay, in the form of a transfer agreement, or

• The Group or the Company has transferred the right to receive cash flows from the asset and at the same time has either (a) essentially transferred all risks and benefits from it, or (b) has not essentially transferred all risks and benefits, but has transferred control of the asset.

When the Group or the Company transfers the cash inflow rights from an asset or concludes a transfer contract, it assesses the extent to which it retains the risks and benefits of ownership of the asset. When the Group neither transfers nor substantially retains all risks and benefits of the asset being transferred and retains control of the asset, then the asset is recognized to the extent that there is continuous participation of the Group in that asset. In that case, the Group also recognizes a related obligation. The transferred asset and the related liability are measured on a basis that reflects the rights and commitments that the Group or the Company have retained.

Initial recognition and subsequent measurement of financial obligations

All financial liabilities are initially valued at fair value less transaction costs in the case of loans and obligations payable.

Derecognition of financial obligations

A financial obligation is deleted when the commitment resulting from the obligation is cancelled or expires. When an existing financial obligation is replaced by another one by the same creditor but with substantially different conditions, or the conditions of an existing obligation are substantially altered, this exchange or amendment is treated as a derecognition of the original obligation and a recognition of a new obligation. The difference in the corresponding accounting values is recognized in the income statement.

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Offsetting financial claims and obligations

Financial claims and liabilities are offset and the net amount is shown in the statement of financial position only when the Group or the Company has a legal right to do so and intends to offset them on a net basis between them or claim the asset and settle the obligation at the same time. The legal right must not depend on future events and must be enforceable in the ordinary course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

5.3.6. Current and deferred income tax

Current and deferred tax is calculated based on the Financial Statements in accordance with the tax laws in effect in Greece. Income tax is calculated based on the earnings of each company as restated in their tax declarations, additional income tax assessed by the tax audits of the tax authorities, and from deferred income taxes based on the statutory tax rates.

Deferred income tax:

• is determined using the liability method and arises from the temporary differences between the book value and the tax basis of the assets and liabilities.

• is not recognized when it arises at the initial recognition of an asset or a liability from a transaction that is not a business combination and at the time of the transaction it affects neither the accounting nor the taxable result (profit / loss).

• is determined using the tax rates (and tax laws) that have been implemented or effectively implemented until the date of the Financial Statements and are expected to be implemented when the asset in question is recovered or the liability settled.

• is determined on the temporary differences that arise from investments in subsidiaries and affiliates, unless the reversal of the temporary differences is controlled by the Group and it is likely that the temporary differences will not be reversed in the foreseeable future.

Deferred tax claims are recognized to the extent that there will be a future tax gain for the offset of the temporary difference that creates the deferred tax claim.

Deferred tax claims and liabilities are offset when there is a legally enforceable right to offset current tax claims and liabilities, and when the deferred tax claims and liabilities concern income tax that is imposed by the same tax authority either to the same taxable entity or to different taxable entities when there is the intention to settle the balances on a net basis.

The tax rate of 22% was used in the annual financial statements for 2023 and 2022.

5.3.7. Employee benefits

Current benefits

Current benefits to employees in cash and in kind are recognized as an expense when they accrue.

Staff retirement obligations

Staff retirement obligations include both defined contributions plans as well as defined benefits plans.

Defined contribution plan

Under the defined contributions plan, the obligation of the company (legal) is limited to the amount agreed to be contributed to the organization (social security fund) which manages the contributions and grants the benefits (pensions, health care etc.).

The accrued cost of the defined contributions schemes is recognized as an expense in the corresponding period.

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Defined benefits plan

The Group's defined benefit plan relates to its legal obligation to pay a lump-sum indemnity to employees upon retirement. The amount of the indemnity paid depends on the years of service, the level of remuneration and the method of separation from service (dismissal or retirement). Eligibility for participation in these schemes is usually based on the years of service up to retirement.

The liability recognized in the statement of financial position for this plan is the present value of the obligation for the defined benefit, depending on the employees' accrued entitlement and the timing when the benefit is expected to be paid.

The present value of the defined benefit obligation is calculated by discounting the future cash outflows at a discount rate equal to the interest rate on long-term highly rated corporate bonds with a duration approximately equal to the pension plan. The present value of the defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method.

The actuarial profits or losses that arise from the adjustments based on historical data are recorded in Other Comprehensive Income.

Granting bonus shares of the parent company of the Group

Based on the existing Remuneration Policy, approved by the General Meeting of Shareholders, it is envisaged that variable remuneration will be granted to executives of the Company and the Group in the form of, among others, bonus shares. The fair value of the award, determined at the date of grant, is recognized as staff remuneration (expense) with a corresponding increase in equity reserve during the period in which the related services are provided by the staff. Where no vesting conditions exist, the service is deemed to have been rendered. Conversely, where there are vesting conditions associated with the provision of the service, the expense is recognized as the related services are provided.

Any conditions that are not, however, vesting conditions are considered in valuing the benefit. The total amount to be charged to profit or loss over the vesting period is determined by reference to the fair value of the shares granted and includes estimates relating, among other things, to the number of shares expected to be issued free of charge at the end of the vesting period. These estimates are subsequently revised if there are indications that the number of shares expected to be granted free of charge at the end of the vesting period differs from previous estimates, and any adjustment resulting from a revision of the estimates is recognized in the current period.

At the time the shares are registered in the accounts of the beneficiaries, any difference between the acquisition cost of the treasury shares allocated and the established reserve used is recognized in the retained earnings account.

5.3.8. Revenue Recognition

Revenue includes the fair value of the transactions, net of any taxes recovered, rebates and returns. Intragroup revenue within the Group is eliminated in full. Revenue is recognized to the extent that it is possible that the economic benefits will flow to the Group and the relevant amounts can be reliably measured.

The Group and the Company recognize revenue, excluding interest income, dividends and any other source derived from financial instruments (which are recognized based on IFRS 9), to the extent that they reflect the consideration which the Company is entitled to from the transfer of the goods and services based on a five-step approach:

• Recognition of client contracts

• Recognition of the terms of the contracts

• Determination of the consideration of the transaction

• Allocation of the consideration of the transaction according to the terms of the contracts

• Revenue recognition when the Company fulfills the terms of the contracts

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Clients are invoiced based on the agreed-upon payment timeframe and the consideration is paid when invoiced. When the invoice time differs from the fulfilment time of the obligation, the Group recognizes contractual assets and contractual obligations (see note 5.31).

The following specific recognition criteria must also be satisfied when revenue is recognized:

Revenue from shares, bonds, ETFs (Trading, Clearing and Settlement)

Concerns Member subscriptions based on trades in the cash market.

Revenue from stock, bond etc. trading is recognized at the time the transaction is concluded and clearing and settlement take place on the Exchange.

Collection for trading in the cash market takes place on the day following trade settlement or the third working day of the following month, provided the Member submits such a request.

Revenue from derivative products

Concerns Member subscriptions based on trades in the derivatives market.

Revenue from the derivatives market is recognized at the time the transaction is cleared at Athens Exchange through ATHEXClear, the transactions clearing entity.

Collection for trading in the derivatives market takes place on the day following settlement.

Revenue from Members (fees)

Concerns other subscriptions and services to Members.

Revenue is recognized when the Members are invoiced at the end of each month or quarter in question.

Revenue from listed companies

Revenue concerns one-off fees, company listings, rights issues, and HERMES System services. In addition, subscriptions are included which are recognized as revenue at the beginning of each quarter.

As part of IFRS 15, revenue from new listings at ATHEX, as well as from rights issues and other changes on them are recognized and allocated to the duration that the company remains listed at ATHEX, during which the service is expected to be provided. As such, a “Contractual Obligation” is recognized for future fiscal years in the Statement of Financial Position.

Revenue from market data vendors

Revenue from this source is recognized at the time of invoicing, together with the completion of the provision of that service.

IT support services

Revenue from IT support services is recognized at the time the service provided is completed.

Other services

Revenue from other services concern education, rents, and the provision of support services, and, depending on its nature, is recognized at the time the service provided is completed or the time the service is provided.

Interest income

Interest income is recognized on an accrual basis and with the use of the real interest rate. When there is an impairment indication about claims, their carrying value is reduced to their recoverable amount, which is the

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present value of the expected future cash flows, discounted by the initial real interest rate. Next, interest is assessed at the same interest rate on the impaired (new carrying) value.

Dividends

Dividend income is recognized when the right to collect by the shareholders is finalized, i.e., when approved by the General Meeting.

5.3.9. Research and development

Expenditures for research activities that take place with the intent that the Group acquire new technical knowledge and expertise are recognized in the Statement of Comprehensive Income as an expense when they occur. Development activities presuppose the drafting of a study or a plan for the production of new or significantly improved products, services and IT systems. Development costs are capitalized only when the cost of development can be reliably measured, the product or the process is productive, feasible technically and commercially, future financial benefits are expected, and the Group has the intention, having at the same time sufficient means at its disposal, to complete the development and use or sell the asset.

The capitalization of expenditures includes the cost of direct expenses and direct work. Other development costs are recognized in the Statement of Comprehensive Income as an expense when they occur.

Development costs that have been capitalized are valued at the acquisition cost less accumulated depreciation and accumulated impairment losses. On 31.12.2023 there were no impairment indications.

Subsequent expenditures are capitalized only when they increase the expected future economic benefits that are incorporated in the specific asset to which they refer. All other expenditures are recognized in the Statement of Comprehensive Income.

5.3.10. Provisions and contingent liabilities

Provisions are recognized when:

• the Company has a current commitment (legal or inferred) as a result of a past event;

• it is likely that an outflow of resources incorporating financial benefits will be required to settle the commitment and it is possible to reliably estimate the amount of the commitment.

Provisions are re-examined on the preparation date of the financial statements and are adjusted to reflect the best possible estimates.

If the effect of the time value of money is significant, provisions are recognized on a discounted basis by using an interest rate before taxes that reflects current market estimates about the time value of money and the risks associated with the liability. When provisions are discounted, the increase in the provision due to the passage of time is recognized as a borrowing cost.

Contingent liabilities are not recognized in the financial statements, but are published, unless the possibility of an outflow of resources which incorporate financial benefits is minimal. Contingent claims are not recognized in the financial statements but are published provided the inflow of economic benefit is likely (note 5.41).

5.3.11. Leases

The Group as lessee:

For each new contract entered, the Group assesses whether the contract is, or contains a lease. A lease is or contains a lease if the contract conveys the right to control the use of a recognized asset for a time-period and for a specified consideration.

Leases are recognized in the statement of financial position as an asset right-of-use and a lease liability on the date that the leased asset becomes available for use.

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Asset right-of-use

The Group recognizes right-of-use assets at the start of the lease (the date when the asset is available for use). The asset rights-of-use are measured at cost, reduced by accumulated depreciation and value impairment adjusted during the measurement of the corresponding lease obligations.

The cost of the asset right-of-use consists of the amount of initial measurement of the lease liability, any lease payments on the start date of the lease period or earlier, any initial direct costs incurred by the lessee and the costs incurred by the lessee to disassemble and remove the underlying asset at the termination of the lease, if there is such an obligation.

The asset rights-of-use are depreciated using the straight-line method at the earlier between the useful life of the asset and the duration of the lease. When in estimating the present value, it is assumed that an option to purchase the underlying asset will be exercised, then the asset right-of-use is depreciated during its useful life.

The right-of-use assets are subject to an impairment test.

Lease liabilities

At the start of the lease the Company recognizes lease liabilities equal to the present value of the lease payments for the duration of the lease contract. Leases include:

• The fixed lease payments (including substantially fixed payments)

• The variables leases which depend on an index or interest rate

• The amounts expected to be paid by the Group based on guaranteed residual values

• The exercise price on a call option, if it is almost certain the Group will exercise this right, and

• The termination penalty for early termination of the lease, if the duration of the lease reflects the exercise of the right by the Group to terminate the lease.

To estimate the present value of the payments, the Company uses the incremental borrowing rate on the start day of the lease, if the real interest rate is not directly determined by the lease contract. Following the start of the lease, the amount of the lease liabilities is increased by interest expense and reduced by the lease payments that take place.

The Group as lessor:

Leases of assets to third parties where the Group does not transfer all the risks and rewards of ownership of an asset are treated as operating leases and the lease payments are recognized as income in the statement of comprehensive income on a fixed basis over the lease term.

Initial direct costs incurred by lessors in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as lease income.

5.4. Other accounting principles and new standards

Other accounting principles adopted by the Group and the Company for the preparation of the attached financial statements are as follows.

5.4.1. Other long-term claims

Other long-term claims may include rent guarantees, guarantees to utilities (OTE, PPC etc.) and other long term duration amounts. Other long-term claims are valued at book value using the real interest rate method.

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5.4.2. Cash and cash equivalents

Cash and cash equivalents include cash at hand, sight deposits and short term (up to 3 months) investments, having high liquidity and low risk.

For the purposes of preparing the Statement of Cash Flows, cash assets consist of cash and bank deposits, as well as cash equivalents as described above.

5.4.3. Third party balances in ATHEXClear bank accounts

In order to comply with the corporate governance framework defined by Regulation (EU) 648/2012 of the European Parliament and Council (EMIR Regulation), the Company keeps all cash collateral that are being managed by the Company and concern the cash market and the derivatives market, as well as its own cash balances, in an account that it maintains at the Bank of Greece as a direct participant over the internet to the TARGET2-GR Express Transfer of Capital and Settlement System in real time (TARGET2-GR).

Therefore, its own cash balance and the balances of third parties (margins) are deposited in the same account that ATHEXClear maintains at the Bank of Greece, and as a result a separation of the assets is necessary for the collateral that ATHEXClear collects to be shown separately in the current assets on 31.12.2023 and 31.12.2022. In the Statement of Financial Position of 31.12.2023 and 31.12.2022, they are reported as equal amounts in both current assets and short-term liabilities as “third party balances at the bank account of the company” and concern exclusively the margins in the derivatives market that were deposited in the bank account maintained by ATHEXClear at the BoG on 31.12.2023 and 31.12.2022 respectively.

5.4.4. Share Capital

Share capital includes the common stock of the Company that has been issued and is in circulation.

Treasury stock is the EXAE shares that are purchased, through the Exchange, by the Company or a subsidiary of the Group, following the decision of the Annual General Meeting of shareholders.

The acquisition cost of treasury stock is shown as reducing the equity of the Company, until the treasury stock is sold or cancelled.

5.4.5. Government grants

Government grants related to the subsidy of tangible assets are recognized when there is reasonable assurance that the grant will be collected and that the Company will comply with the terms and conditions attached to its payment. When government grants are related to an asset, the fair value is recorded in long term liabilities as deferred revenue and is transferred to the Statement of Comprehensive Income in equal annual installments based on the expected useful life of the relevant asset that was subsidized. When the grant is related to an expense, it is recognized as revenue in the fiscal year required for the grant to correspond on a systematic basis to the expenses it is intended to compensate. Grant depreciation is recorded in “Other Revenue” in the Statement of Comprehensive Income.

5.4.6. Commercial and other liabilities

Supplier balances and other liabilities are recognized at the cost associated with the fair value of the future payment for the purchase of services provided. Commercial and other short-term liabilities are not interest bearing and are usually settled within 60 days by the Group and the Company.

5.4.7. Expenses

Expenses are recognized in the Statement of Comprehensive Income on an accrued basis.

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5.4.8. Dividend distribution

The distribution of dividends to shareholders is accounted directly to equity, net of any relevant income tax benefit (until the approval of the financial statements) and is recorded as a liability in the financial statements when distribution is approved by the General Meeting of shareholders.

5.4.9. Earnings / (losses) per share

Basic earnings / (losses) per share are calculated by dividing the net earnings / (losses) that correspond to the shareholders of the parent company by the average weighted number of shares that are in circulation during each year, excluding the average of the common stock that was acquired by the Group as treasury stock.

Adjusted earnings / (losses) per share are calculated by dividing the net earnings that are distributed to Parent company shareholders (after it is adjusted for the effects of all potential shares that dilute participation) by the weighted average number of shares in circulation during the year (adjusted for the effect of all potential shares that dilute participation), excluding the average of the common stock that was acquired by the Group as treasury stock.

5.4.10. Conversion of foreign currency

Functional and presentation currency

The data in the Financial Statements of the companies of the Group are measured in the currency of the financial environment in which each company functions (functional currency). The consolidated Financial Statements are presented in euro, the functional currency of the parent company.

Transactions and balances

Transactions in foreign currency are converted to the functional currency using the exchange rates in effect on the date of the transactions. Profits and losses that arise from the settlement of transactions in foreign currency, as well as from the valuation, at the end of the fiscal year, of the currency assets and liabilities that are expressed in foreign currency, are booked in the Statement of Comprehensive Income. Foreign exchange differences from non-currency assets that are valued at fair value are considered part of the fair value and are therefore booked just like differences in fair value.

5.4.11. New standards, amended standards and interpretations

New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2023. The Group’s estimate of the effect of these new standards, amendments to standards and interpretations is presented below.

IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01.01.2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 was first issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The amendments do not affect the Financial Statements. The above have been adopted by the European Union with an effective date of 01.01.2023.

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Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on or after 01.01.2023)

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Group has made appropriate adjustments to its Financial Statements, distinguishing material accounting policies from other accounting policies. The above have been adopted by the European Union with an effective date of 01.01.2023.

Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates” (effective for annual periods starting on or after 01.01.2023)

In February 2021, the IASB issued narrow-scope amendments that clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The amendments do not affect the Financial Statements. The above have been adopted by the European Union with an effective date of 01.01.2023.

Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction” (effective for annual periods starting on or after 01.01.2023)

In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognize both an asset and a liability. In specified circumstances, companies are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognize deferred tax on such transactions. The amendments do not affect the Financial Statements. The above have been adopted by the European Union with an effective date of 01.01.2023.

Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information” (effective for annual periods starting on or after 01.01.2023)

In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative information presented when applying IFRS 17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time. The amendment aims to improve the usefulness of comparative information for the users of the financial statements. The amendments do not affect the Financial Statements. The above have been adopted by the European Union with an effective date of 01.01.2023.

Amendments to IAS 12 “Income taxes”: International Tax Reform – Pillar Two Model Rules (effective immediately and for annual periods starting on or after 01.01.2023)

In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income Taxes”: International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes and b) targeted disclosure requirements for affected entities. Companies may apply the temporary exception immediately, but disclosure requirements are required for annual periods commencing on or after 1 January 2023. The amendments do not affect the Financial Statements. The above have been adopted by the European Union with an effective date of 01.01.2023.

Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after 01.01.2024)

In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the

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transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with an effective date of 01.01.2024.

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01.01.2024)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October 2022, the IASB issued an additional amendment that aim to improve the information companies provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting date. However, a company’s ability to do so is often subject to complying with covenants. The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with an effective date of 01.01.2024.

New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of Standards have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.

Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or after 01.01.2024)

In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued Supplier Finance Arrangements to require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial statements with information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and cash flows and to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective for annual periods starting on or after 01.01.2025)

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 135

currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability. The amendments to IAS 21 are effective for accounting periods on or after 1 January 2025. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

5.4.12. Rounding

Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.

5.4.13. Adjustments

During the current fiscal year, adjustments of accounts took place. See note 5.45, Adjustments.

5.5. Capital Management

The primary aim of the capital management of the Group is to maintain its high credit rating and healthy capital ratios, in order to support and expand the activities of the Group and maximize shareholder value.

There were no changes in the approach adopted by the Group concerning capital management in 2023.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Trade and other payables

9,205

4,771

5,287

2,716

Leases

486

238

1,623

1,611

Less Cash and cash equivalents

(63,327)

(60,609)

(11,630)

(15,842)

Net borrowing (a)

(53,636)

(55,600)

(4,720)

(11,515)

Shareholder equity (b)

104,492

101,342

79,341

81,793

Equity and net borrowing (a + b)

50,856

45,742

74,621

70,278

5.6. Segment Information

In accordance with the provisions of IFRS 8, the determination of operating segments is based on a “management approach.” Based on this approach, information that is disclosed for operating segments must be that which is based on internal organizational and managerial structures of the Group and the Company, and in the main accounts of the internal financial reports that are being provided to the chief operating decision makers. The chief business decision maker of the Group is the Chief Executive Officer (Executive member of the BoD).

An operating segment is defined as a group of assets and operations exploited in order to provide products and services, each of which has different risks and returns from other business segments. For the Group, the main interest in financial information focuses on operating segments since the company’s electronic systems – located at its headquarters - are at the disposal of investors irrespective of their physical location.

On 31.12.2023 and 31.12.2022 the core activities of the Group were broken down in the following operating segments:

Revenue in the tables below, for presentation purposes, are net of the Hellenic Capital Market Commission fee attributable to them and adjusted/ increased proportionately by non-organic revenue (dividend income, participations, tax refunds, goodwill from property revaluation).

Group

Segment information on 31.12.2023

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 136

Trading

Post trading

Listing

Data Services

IT and Digital Services

Ancillary services

Total

Revenue

8,075

19,435

5,870

3,896

7,556

1,338

46,170

Capital income

0

722

Expenses

(5,323)

(9,077)

(2,797)

(1,432)

(6,545)

(1,034)

(26,208)

Depreciation

(1,097)

(1,742)

(266)

(190)

(460)

(67)

(3,822)

Taxes

(379)

(1,973)

(643)

(521)

(126)

(219)

(3,861)

Earnings after tax

1,276

6,643

2,165

1,754

425

739

13,001

Tangible and intangible assets

10,373

16,470

2,515

1,792

4,350

637

36,137

Cash and cash equivalents

6,216

32,356

10,543

8,543

2,070

3,599

63,327

Other assets

3,079

281,530

5,222

4,232

1,025

1,783

296,871

Total assets

19,667

330,357

18,281

14,567

7,444

6,019

396,335

Total liabilities

1,307

287,458

1,215

968

495

400

291,843

Group

Segment information on 31.12.2022

Trading

Post trading

Listing

Data Services

IT and Digital Services

Ancillary services

Total

Revenue

5,543

15,010

5,366

3,930

7,007

1,304

38,158

Capital income

0

52

Expenses

(3,600)

(8,202)

(3,075)

(1,646)

(6,456)

(1,060)

(24,038)

Depreciation

(1,078)

(1,711)

(261)

(186)

(452)

(66)

(3,754)

Taxes

(183)

(1,078)

(429)

(444)

(21)

(49)

(2,204)

Earnings after tax

682

4,019

1,600

1,655

78

180

8,214

Tangible and intangible assets

9,771

15,515

2,369

1,688

4,097

600

34,040

Cash and cash equivalents

5,033

29,650

11,806

12,209

574

1,337

60,609

Other assets

2,060

256,812

4,832

4,997

235

547

269,482

Total assets

16,864

301,976

19,007

18,893

4,907

2,484

364,131

Total liabilities

839

259,697

945

940

244

124

262,789

5.7. Overview of the capital market

The Athens Exchange General Index closed on 31.12.2023 at 1,293.14 points, 39.1% higher than the close at the end of 2022 (929.79 points). The average capitalization of the market was €80.7bn, increased by 27.5% compared to 2022 (€63.3bn).

The total value of transactions in 2023 (€27.6bn) is 50.8% higher compared to 2022 (€18.3bn), while the average daily trade value was €111.0m compared to €73.7m in 2022, increased by 50.6%.

In 2023, capital totaling €1.74bn was raised, out of which €600m through bond issues.

5.8. Trading

Revenue from trading is analyzed in the table below:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Shares

7,071

4,843

7,071

4,839

Derivatives

802

543

802

543

Member subscriptions

726

479

726

479

Bonds

22

24

22

24

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 137

ETFs

5

1

5

1

Total

8,626

5,890

8,626

5,886

5.9. Post trading

Revenue from post trading is analyzed in the following table:

Group

31.12.2023

31.12.2022

Clearing - equities

10,828

7,120

Clearing - derivatives

1,896

1,293

Clearing – other (orders-transfers-allocations)

1,756

1,428

Settlement

2,580

2,662

Operator subscriptions

2,539

1,951

Services to operators / participants

530

460

Member subscriptions

118

122

Total

20,247

15,036

The increase in revenue from the clearing of equities is due to the increase in trading activity in 2023 compared with the previous year.

Certain amounts of the previous fiscal year have been changed (see note 5.4 5 ).

5.10. Listing

Revenue from this category include revenue for quarterly subscriptions and corporate actions such as rights issues from ATHEX listed companies.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Listed company subscriptions

2,987

2,593

2,686

2,320

Corporate actions (1)

1,973

1,818

780

727

Initial Public Offers (IPOs)

375

233

193

141

Other services to issuers

165

260

49

55

Greek government securities

169

19

14

15

Bonds

75

74

8

11

Total

5,744

4,997

3,730

3,269

(1) Fees collected from corporate actions by listed companies include rights issues by companies and the listing of corporate bonds. Part of the corporate actions that were invoiced in 2023 concerning rights issues and new listings has been transferred to future fiscal years (See note 5.31, contractual obligations).

Certain amounts of the previous fiscal year have been changed (see note 5.45).

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 138

5.11. Data services

Revenue from this category includes the rebroadcast of Athens Stock Exchange market data, Cyprus Stock Exchange market data, as well as revenue from the sale of statistical information.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Revenue from Market Data

3,098

2,906

3,407

3,217

Revenue from Inbroker

661

625

3

Statistics sales

53

55

56

58

Total

3,812

3,586

3,466

3,278

5.12. IT, Digital and Other Services

Revenue from this category includes revenue from licenses, infrastructure and technological solutions to the Energy Exchange Group, the Cyprus Stock Exchange, and the Albanian Energy Exchange. Revenue from technological solutions include the services provided to Boursa Kuwait. The same category includes revenue from Electronic Book Building [EBB], Axialine, Axia e-Shareholders Meeting, digital certificates, ARM-APA, EMIR TR, SFTR, LEI), as well as revenue from Colocation, ATHEXNet et al.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Digital services

2,826

2,579

1,198

1,066

Infrastructure

2,133

1,987

1,868

1,501

Technological and consulting solutions

1,193

1,182

1,043

999

Licenses

1,244

1,324

983

1,062

Total

7,397

7,072

5,093

4,628

Certain amounts of the previous fiscal year have been changed. See note 5.45.

5.13. Ancillary services

Revenue from ancillary services mainly concerns revenue from supporting the Energy Exchange Group, rents, and other revenue.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Support services

665

483

261

201

Rents

358

376

197

Education

48

65

29

55

Investor services

92

83

0

Grants

54

0

54

0

Other

92

259

353

418

Total

1,309

1,266

894

871

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 139

Certain amounts of the previous fiscal year have been changed (see note 5.45).

5.14. Hellenic Capital Market Commission fee

The Hellenic Capital Market Commission Fee (Ministerial Decree 54138/B’ 2197, Government Gazette 1913/09.12.2010) was €1,961 thousand in 2023 compared to €1,388 thousand in 2022.

For the Company, the HCMC fee in 2023 amounted to €726 thousand compared to €497 thousand in 2022.

5.15. Personnel remuneration and expenses

The change in the number of employees of the Group and the Company, as well as the breakdown in staff remuneration is shown in the following table.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Salaried staff

254

236

126

120

Total Personnel

254

236

126

120

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Personnel remuneration

11,068

9,221

6,318

5,250

Social security contributions

2,069

1,821

1,181

1,032

Other benefits

1,316

1,065

689

537

Termination benefits

612

215

327

182

Defined benefit plans

205

67

147

59

Bonus shares to staff

14

0

9

0

Total

15,284

12,389

8,671

7,060

Based on the existing Remuneration Policy, approved by the General Meeting of Shareholders, it is envisaged that variable remuneration will be granted to executives of the Company and the Group in the form of, among others, bonus shares. In accordance with the current Remuneration Policy, the bonus shares are intended to be ultimately allocated to the beneficiaries - employees of the Company and/or its subsidiaries, provided that the beneficiaries continue to provide salaried services to the Group until the end of the vesting period (3 years). During 2023, the grant of the right to receive a total of 15,011 bonus shares to beneficiaries of the Group with a vesting period (as mentioned above) of 3 years was carried out. The weighted average fair value of the 15,011 shares at the grant date is €5.92 per share.

The closing price of the Company's shares on the grant date was used to measure the fair value of the shares granted at the grant date.

From the implementation of the above plan, for fiscal year 2023 the amount of €13,577 was recognized under "Staff remuneration and expenses" in a reserve credit to equity.

5.16. Third party remuneration and expenses

Third party fees and expenses include remuneration to consultants, auditors, members of the BoD of all the companies of the Group and other fees.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 140

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Fees to consultants

794

1,058

529

828

Remuneration to BoD and Committee members

646

579

588

524

Other remuneration

23

127

21

122

Fees to FTSE

108

107

106

Fees to auditors

83

78

36

35

Total

1,654

1,949

1,281

1,615

Fees to auditors mainly concern auditing services for the financial statements and for the tax certificate.

There are no fees other than the above that were paid in fiscal year 2023 to the statutory auditors of the Group and the Company.

5.17. Maintenance / IT Support

Maintenance and IT support includes expenses for the maintenance of the Group’s technical infrastructure and support for the IT systems (technical support for the electronic trading platforms, databases, DSS [Dematerialized Securities System] etc.).

In 2023 the amount for the Group was €2,175 thousand compared to €2,137 thousand in 2022, increased by 1.8%, while for the Company the corresponding amounts were €1,800 thousand in 2023 vs. €1,656 thousand in 2022, increased by 8.7%.

5.18. Building / equipment management

This category includes expenses such as: security and cleaning services, building and equipment maintenance and repairs, which are analyzed in the table below:

GROUP

COMPANY

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Cleaning and building security services

480

439

128

113

Building- other equip. repair and maintenance

189

214

25

10

Other

39

84

0

Total

708

737

153

123

5.19. Utilities

In this category, the expenses of the Group dropped by 23% due to the reduction in the cost of electricity and are analyzed in the table below. This category mainly concerns electricity, fixed and mobile telephony costs, ATHEXNet leased lines, and water.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Fixed - mobile telephony - internet - water

105

137

59

49

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 141

Leased lines - ATHEXNet

352

298

344

289

Electricity

1,028

1,481

43

61

Water

3

5

0

Total

1,488

1,921

446

399

5.20. Other operating expenses

Other operating expenses of the Group increased by 2.5%, and are analyzed in the table below.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Insurance premiums

739

738

714

720

Subscriptions

491

540

439

491

Promotional expenses

450

254

406

232

Travel

183

100

168

84

Operation support services

0

172

209

Rents

100

112

45

Inbroker / X-NET expenses

232

307

8

30

Dual Listings expenses

210

131

0

LEI - EMIR TR- SFTR expenses

262

225

0

Provisions for doubtful claims

20

262

2

137

Transportation expenses

160

110

122

81

Other

563

547

251

359

Total

3,410

3,326

2,327

2,388

This category includes mainly insurance premiums, promotional expenses, Inbroker, LEI-EMIR TR, SFTR and other expenses (donations-scholarships, BoG expenses for cash settlement - swift, consumable expenses et al.).

5.21. Taxes

The taxes that burden the results of the fiscal year (Property Tax, value added tax, stamp duty etc.) for the Group amounted to €1,442 thousand in 2023 compared to €1,518 thousand in 2022. For the Company, taxes amounted to €889 thousand vs. €908 thousand in 2022.

5.22. Owner occupied tangible and intangible assets

The tangible assets of the Group on 31.12.2023 and 31.12.2022 are analyzed as follows:

ATHEX Group

TANGIBLE ASSETS

Plots of Land

Building and Construction

Machinery and other equip.

Means of Transportation

Furniture fittings and equip.

Total

Acquisition and valuation on 31.12.2021

4,829

32,849

127

168

11,667

49,640

Additions in 2022

0

86

12

13

633

744

Value adjustment due to appraisal by independent appraiser

12

538

0

550

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 142

Transfer to Real Estate Investments

(941)

(2,287)

0

(3,228)

Acquisition and valuation on 31.12.2022

3,900

31,186

139

181

12,300

47,706

Accumulated depreciation on 31.12.2021

0

16,014

127

166

9,754

26,061

Depreciation in 2022

0

418

0

740

1,158

Accumulated depreciation on 31.12.2022

0

16,432

127

166

10,494

27,219

Book value on 31.12.2022

3,900

14,754

12

15

1,806

20,490

ATHEX Group

TANGIBLE ASSETS

Plots of Land

Building and Construction

Machinery and other equip.

Means of Transportation

Furniture fittings and equip.

Total

Acquisition and valuation on 31.12.2022

3,900

31,186

139

181

12,300

47,706

Additions in 2023

0

115

47

0

1,762

1,924

Value adjustment due to appraisal by independent appraiser

254

685

0

939

Acquisition and valuation on 31.12.2023

4,154

31,986

186

181

14,062

50,569

Accumulated depreciation on 31.12.2022

0

16,432

127

166

10,494

27,219

Depreciation in 2023

0

437

5

2

753

1,197

Accumulated depreciation on 31.12.2023

0

16,869

132

168

11,247

28,416

Book value on 31.12.2023

4,154

15,117

54

13

2,815

22,153

The tangible assets of the Company on 31.12.2023 and 31.12.2022 are analyzed as follows:

ATHEX

TANGIBLE ASSETS

Building and Construction

Machinery and other equip.

Means of Transportation

Furniture fittings and equip.

Total

Acquisition and valuation on 31.12.2021

15

103

159

7,977

8,254

Additions in 2022

0

7

273

280

Acquisition and valuation on 31.12.2022

15

103

166

8,250

8,534

Accumulated depreciation on 31.12.2021

2

103

159

6,923

7,187

Depreciation in 2022

1

0

398

399

Accumulated depreciation on 31.12.2022

3

103

159

7,321

7,586

Book value on 31.12.2022

12

0

7

929

948

ATHEX

TANGIBLE ASSETS

Building and Construction

Machinery and other equip.

Means of Transportation

Furniture fittings and equip.

Total

Acquisition and valuation on 31.12.2022

15

103

166

8,250

8,534

Additions in 2023

0

1,094

Acquisition and valuation on 31.12.2023

15

103

166

9,344

9,628

Accumulated depreciation on 31.12.2022

3

103

159

7,321

7,586

Depreciation in 2023

1

0

1

420

422

Accumulated depreciation on 31.12.2023

4

103

160

7,741

8,008

Book value on 31.12.2023

11

0

6

1,603

1,620

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 143

On 31.12.2023 there were no encumbrances on the assets of the companies of the Group.

The intangible assets of the Group on 31.12.2023 and 31.12.2022 are analyzed as follows:

ATHEX Group

INTANGIBLE ASSETS

Internally developed systems

Software

Total

Acquisition and valuation on 31.12.2021

5,821

12,777

18,598

Additions in 2022

727

2,588

3,315

Reclassification

0

1,774

Acquisition and valuation on 31.12.2022

6,548

17,139

23,687

Accumulated depreciation on 31.12.2021

3,174

9,075

12,249

Depreciation in 2022

939

1,599

2,538

Reclassification

0

1,774

Accumulated depreciation on 31.12.2022

4,113

12,448

16,561

Book value on 31.12.2022

2,435

4,691

7,128

ATHEX Group

INTANGIBLE ASSETS

Internally developed systems

Software

Total

Acquisition and valuation on 31.12.2022

6,548

17,139

23,687

Additions in 2023

752

1,808

2,560

Acquisition and valuation on 31.12.2023

7,300

18,947

26,247

Accumulated depreciation on 31.12.2022

4,113

12,448

16,561

Depreciation in 2023

899

1,645

2,544

Accumulated depreciation on 31.12.2023

5,012

14,093

19,105

Book value on 31.12.2023

2,288

4,854

7,144

The intangible assets of the Company on 31.12.2023 and 31.12.2022 are analyzed as follows:

ATHEX

INTANGIBLE ASSETS

Internally developed systems

Software

Total

Acquisition and valuation on 31.12.2021

3,083

9,264

12,347

Additions in 2022

379

2,218

2,597

Acquisition and valuation on 31.12.2022

3,462

11,482

14,944

Accumulated depreciation on 31.12.2021

1,781

6,763

8,544

Depreciation in 2022

452

1,089

1,541

Accumulated depreciation on 31.12.2022

2,233

7,852

10,085

Book value on 31.12.2022

1,229

3,630

4,859

ATHEX

INTANGIBLE ASSETS

Internally developed systems

Software

Total

Acquisition and valuation on 31.12.2022

3,462

11,482

14,944

Additions in 2023

391

1,387

1,778

Acquisition and valuation on 31.12.2023

3,853

12,869

16,722

Accumulated depreciation on 31.12.2022

2,233

7,852

10,085

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 144

Depreciation in 2023

458

1,213

1,671

Accumulated depreciation on 31.12.2023

2,691

9,065

11,756

Book value on 31.12.2023

1,162

3,804

4,967

5.23. Leases

The rights-of-use and the lease liabilities of the Group and the Company are presented in the following tables:

Assets right of use - Group

31.12.2023

31.12.2022

Real Estate

0

15

Means of transport

484

220

Total

484

235

Lease obligations

Long-term lease obligations

367

173

Short-term lease obligations

119

65

Total

486

238

Depreciation - right of use

2023

2022

Real Estate

2

6

Means of transport

80

55

Total

82

61

Interest expense

11

9

Assets right of use - Company

31.12.2023

31.12.2022

Real Estate

1,171

1,331

Means of transport

352

192

Total

1,523

Lease obligations

Long-term lease obligations

1,400

1,421

Short-term lease obligations

223

190

Total

1,623

1,611

Depreciation - right of use

2023

2022

Real Estate

146

151

Means of transport

59

52

Total

205

203

Interest expense

61

66

The future minimum lease payments compared to the present value of the net minimum payments for the Group and the Company on 31.12.2023 and 31.12.2022 are analyzed as follows:

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 145

Group

31.12.2023

31.12.2022

Minimum future payments

Net present value

Minimum future payments

Net present value

Up to 1 year

140

123

73

65

Between 1 year and 5 years

386

362

183

173

More than 5 years

0

Total minimum future payments

526

486

256

238

Less: financial expenses

(41)

0

(18)

0

Total net present value of minimum future payments

486

238

Company

31.12.2023

31.12.2022

Minimum future payments

Net present value

Minimum future payments

Net present value

Up to 1 year

287

227

250

190

Between 1 year and 5 years

1,013

863

894

729

More than 5 years

566

534

750

693

Total minimum future payments

1,866

1,623

1.894

1,612

Less: financial expenses

(243)

0

(282)

0

Total net present value of minimum future payments

1,623

1,612

5.24. Real Estate Investments

The book value of the real estate investments for the Group and the Company on 31.12.2023 and 31.12.2022 is shown in the following table:

Group

REAL ESTATE INVESTMENTS

Athinon Ave - Athens

Katouni St. - Thessaloniki

Mayer St. - Athens

Total

Valuation on 31.12.2021

0

2,900

Transfer from owner occupied assets

2,589

639

0

3,228

Revaluation due to appraisal by an independent appraiser

4

55

0

59

Valuation on 31.12.2022

2,593

694

2,900

6,187

Revaluation due to appraisal by an independent appraiser

(27)

108

90

170

Valuation on 31.12.2023

2,566

802

2,990

6,356

Company

Investment property

Valuation on 31.12.2021

2,900

Valuation on 31.12.2022

2,900

Revaluation due to appraisal by an independent appraiser

90

Valuation on 31.12.2023

2,990

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 146

The Group and the Company in fiscal year 2023 reappraised the fair value of their real estate investments, by assigning the valuation work to an independent real estate appraiser firm. The appraisal of the fair value of the abovementioned real estate investments resulted in an increase of €170 thousand for the Group, which is included in "Gains / (losses) on fair value measurement of real estate" in the Statement of Comprehensive Income.

The revenue of the Group recognized from operating leases of real estate investments amounted to €358 thousand in fiscal year 2023 (compared to €376 thousand in fiscal year 2022) and is included in "Ancillary Services" in the Statement of Comprehensive Income. The corresponding revenue for the Company amounted to €197 thousand for 2023, remaining unchanged compared to 2022.

5.25. Participations and other long-term claims

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Participation in subsidiaries

0

45,300

Participation in affiliates (1)

2,321

2,008

2,321

2,008

Participation in subsidiaries due to bonus shares

0

4

0

Guarantees

101

92

37

31

Dividend tax withheld for offset (2)

4,721

4,421

Total

7,143

6,821

52,083

51,760

1) The participation of the Company in HenEx on 31.12.2023 was €2,321 thousand, increased compared to 31.12.2022 by the contribution of the Group in the earnings of the HenEx Group (which amounted to €430 thousand for fiscal year 2023) and reduced by €116 thousand due to the dividend distributing in fiscal year 2023. The company had initially paid in €1,050 thousand as participation in HenEx’s share capital.

2) Hellenic Exchanges – Athens Stock Exchange and Athens Exchange Clearing House had income (dividends) from their participation in subsidiaries during the period 2009-2013. On those distributions that took place, dividend withholding tax was applied, whose balance is monitored in a claims account on the Greek State in order to offset the dividend tax from the further distribution of this income to the shareholders of the companies of offset / recuperate this amount in any other way.

The receivable is recognized as a tax receivable under IAS 12, which consists of dividend withholding taxes as required by the standard and is measured at the total amount expected to be recovered from the tax authorities. The Company measures current tax assets both initially and subsequently at the amount expected to be recovered from the tax authorities. Management reasonably believes, taking into account the advice received from its legal/ tax advisors, that there is no risk of non-recovery of the receivable, on the one hand, due to the lack of an explicit legislative provision/ decision of an administrative court (or other competent body) on the impossibility of recovering (through repayment or offseting) the claim and, on the other hand, as the impossibility of recovering the above claim due to the change in the legislative regime would constitute a retroactive change in the tax treatment of certain taxable material, in violation of Article 78 par. 2 of the Constitution. At the same time, the Group's Management intends to take further action in the near future to ensure its recovery.

The breakdown of the participations of the parent Company in the subsidiaries of the Group on 31.12.2023 is shown below:

Cost

% of direct participation

Number of shares / total number of shares

31.12.2023

31.12.2022

ATHEXCSD

100

802.60

32,380

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 147

(former TSEC)

ATHEXClear

100

8,500,000

12,920

Total

45,300

In 2023 the Company collected dividend of €6.00 per share from the ATHEXCSD subsidiary for fiscal year 2022, amounting to €4,815,600. Management has assessed at the end of the reporting period whether events or circumstances exist that indicate that the carrying amount of investments in subsidiaries may not be recoverable. This analysis did not result in the need to perform an in-depth impairment test.

5.26. Trade and other receivables

All claims are short term, and no discounting is required on the date of the statement of financial position. The breakdown of clients and other receivables is shown in the following table:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Clients

5,444

5,852

4,078

3,891

Less: expected credit losses

(1,902)

(1,899)

(1,647)

(1,662)

Net commercial receivables

3,542

3,953

2,431

2,229

Other receivables

Tax (0.20%) (1)

3,502

2,606

0

HCMC fee claim

21

Taxes withheld on deposits

89

8

23

5

Contractual claims (2)

3,789

546

1,938

546

Other withheld taxes

23

10

13

10

Prepaid non-accrued expenses (3)

1,961

602

1,433

546

Other debtors

38

194

44

41

Total other receivables

9,423

3,987

3,472

1,169

(1) The sales tax on transactions (0.20%) is turned over by members on T+3, however some members take advantage of their right to turn it over in one tranche to ATHEXCSD on the third working day after the end of the month when the transactions took place.

(2) Contractual claims concern a revenue provision for services provided by the Group until 31.12.2023 which were invoiced at the start of the following year.

(3) Prepaid non-accrued expenses will mainly be expensed in the next fiscal year.

The provisions for expected credit losses are analyzed in the table below:

Expected credit losses

Group

Company

Balance on 31.12.2021

1,637

1,525

Additional provisions in 2022

262

137

Balance on 31.12.2022

1,899

1,662

Provision reversal in 2023

0

(15)

Additional provisions in 2023

3

0

Balance on 31.12.2023

1,902

1,647

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 148

The Group applies the simplified IFRS 9 approach and calculates the expected credit losses for the whole lifetime of its claims.

On each Statement of Financial Position date, the Group performs an impairment check on the claims using a table based on which expected credit losses are calculated. The maximum exposure to credit risk on the Statement of Financial Position date is the book value of each receivables category as stated above.

The table below presents information on the exposure of the Group and the Company to credit risk in 2023 and 2022:

31.12.2023

Group

Not past due

Up to 120 days

121 – 240 days

241 – 360 days

More than 360 days

Expected loss %

1.30%

5.89%

11.68%

52.77%

100.00%

Total claims

3,198

319

75

43

1,810

Expected loss

42

19

9

23

1,810

31.12.2022

Group

Not past due

Up to 120 days

121 – 240 days

241 – 360 days

More than 360 days

Expected loss %

0.93%

2.49%

21.06%

75.33%

100.00%

Total claims

3,580

349

75

30

1,818

Expected loss

33

9

16

23

1,818

31.12.2023

Company

Not past due

Up to 120 days

121 – 240 days

241 – 360 days

More than 360 days

Expected loss %

0.79%

1.72%

9.10%

37.50%

100.00%

Total claims

2,156

233

55

24

1,612

Expected loss

17

4

5

9

1,612

31.12.2022

Company

Not past due

Up to 120 days

121 – 240 days

241 – 360 days

More than 360 days

Expected loss %

0.69%

1.45%

10.77%

65.51%

100.00%

Total claims

1,946

264

34

2

1,646

Expected loss

11

2

1

1,646

The book value of the claims above reflects their fair value.

To estimate the expected credit loss in commercial claims, on 31.12.2023 the Group distributed client receivables to time scales and applied loss rates based on experience at each time scale. This work showed that there was a need to increase expected credit losses by €3 thousand (ATHEX: -€15 thousand; ATHEXCD: €18 thousand) at the Group level for 2023, compared to an increase of €262 thousand (ATHEX: €137 thousand; ATHEXCSD: €126 thousand; ATHEXClear: -€1 thousand) in 2022.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 149

5.27. Financial assets

On 31.12.2023 financial assets at fair value through other income includes the shares that the Group has acquired in Boursa Kuwait as well as in the Belgrade Stock Exchange.

The shares of Boursa Kuwait posted a valuation loss of €1,894 thousand (out of which €41 thousand were exchange rate losses) compared to 31.12.2022 which was accounted in the special securities valuation reserve, from which the corresponding deferred tax of €417 thousand was subtracted.

The GM of Boursa Kuwait decided to distribute dividend for fiscal year 2022. The Company has recognized income of €396 thousand in 2023.

The participation in the Belgrade Stock Exchange posted a valuation loss of €22 thousand compared to 31.12.2022 which was accounted in the special securities valuation reserve, from which the corresponding deferred tax of €5 thousand was subtracted.

The change in the value of the 0.779% participation in Boursa Kuwait and the 10.24% participation in the Belgrade Stock Exchange are analyzed below:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Participation in the Belgrade Stock Exchange

Balance - start of the period

193

155

193

155

Profit / (Loss) from the valuation of the participation recognized in the Statement of Comprehensive Income

(22)

38

(22)

38

Balance - end of period

171

193

171

193

Participation in Boursa Kuwait

Balance - start of the period

9,804

9,223

9,804

9,223

Profit / (Loss) from the valuation of the participation recognized in the Statement of Comprehensive Income

(1,894)

581

(1,894)

581

Balance - end of period

7,910

9,804

7,910

9,804

Grand total

8,081

9,996

8,081

9,996

The financial assets valued at amortized cost category in the amount of €3,116 thousand include Greek Corporate Bonds with a duration of less than a year that were purchased by the Group at a total cost of €5,563 thousand, out of which €2,474 have matured.

5.28. Cash and cash equivalents

The cash at hand and at bank of the Group are invested in short-term interest-bearing instruments in order to maximize benefits, in accordance with the policy set by the Company and the Group.

On 31.12.2023, a significant portion of the cash of the Group is, due to compliance of ATHEXClear with the EMIR Regulation, kept at the Bank of Greece (BoG). Deposits of the Group at the BoG from 18.09.2019 up until 26.07.2022 carried a negative interest rate of 0.5%.

The breakdown of the cash at hand and at bank of the Group is as follows:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Deposits at the Bank of Greece

18,714

14,661

0

Sight deposits in commercial banks

2,101

25,944

1,156

9,840

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 150

Time deposits up to 3 months

42,507

20,000

10,472

6,000

Cash at hand

5

4

2

Total

63,327

60,609

11,630

15,842

5.29. Third party balances in bank accounts of the Group

Third party balances in bank accounts of the Group is a memo account for the margins that ATHEXClear receives from its Members for the derivatives market and the cash market. ATHEXClear manages Member margins, which in accordance with the investment policy for deposits, are placed with the Bank of Greece.

Implementation of the ATHEXClear investment policy begun together with the application of the new clearing model and risk management in the derivatives market on 1.12.2014. The amounts of €265,503 thousand on 31.12.2023 and €244,677 thousand on 31.12.2022 respectively shown below and in the Statement of Financial Position on 31.12.2023 and 31.12.2022 respectively, concern exclusively Member collaterals in the cash and derivatives markets.

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Clearing Fund accounts – Cash Market

16,169

11,155

0

Additional Clearing Fund collaterals – Cash Market

121,141

140,706

0

Clearing Fund accounts – Derivatives Market

22,327

12,827

0

Additional Clearing Fund collaterals – Derivatives Market

105,151

79,176

0

Other (1)

715

813

0

Third party balances

265,503

244,677

0

(1) On 31.12.2023, in accounts with commercial banks of the Group, dormant client balances of the Clearing Fund amounting to €35 thousand were kept, as well as €680 thousand concerning amounts for distribution from bond interest payments and dividends to deceased beneficiaries and amounts from forced sales.

5.30. Deferred Tax

The deferred taxes accounts are analyzed as follows:

Group

Company

Deferred taxes

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Deferred tax claims

1,309

1,243

616

586

Deferred tax liabilities

(4,506)

(4,539)

(1,997)

(2,305)

Total

(3,197)

(3,296)

(1,381)

(1,719)

The gross amounts of tax claims and liabilities are analyzed as follows:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Deferred tax claims

63

48

0

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 151

Deferred tax liabilities

(3,260)

(3,344)

(1,381)

(1,719)

Total

(3,197)

(3,296)

(1,381)

(1,719)

The deferred tax claims and liabilities for the Group are as follows:

Deferred tax claims

Intangible assets

Property plant and equipment

Provisions - Actuarial study and staff retirement obligations

Other provisions

Leases

Total

Balance 01.01.2022

11

0

481

1,160

19

1,670

(Debit) / credit to the results

(11)

0

(14)

(338)

5

(358)

(Debit) / credit to other comprehensive income

0

(71)

0

(71)

Balance 31.12.2022

0

396

822

24

1,243

Deferred tax claims

Intangible assets

Property plant and equipment

Provisions - Actuarial study and staff retirement obligations

Other provisions

Leases

Total

Balance 01.01.2023

0

396

822

24

1,243

(Debit) / credit to the results

0

25

22

5

52

(Debit) / credit to other comprehensive income

0

14

0

14

Balance 31.12.2023

0

435

844

29

1,309

Deferred tax liabilities

Intangible assets

Participations valuation provision

Property plant and equipment

Total

Balance 01.01.2022

0

(1,801)

(2,347)

(4,147)

Debit / (credit) to the results

(20)

0

(117)

(137)

Debit / (credit) to other comprehensive income

0

(137)

(118)

(254)

Balance 31.12.2022

(20)

(1,938)

(2,582)

(4,539)

Deferred tax liabilities

Intangible assets

Participations valuation provision

Property plant and equipment

Total

Balance 01.01.2023

(20)

(1,938)

(2,582)

(4,539)

Debit / (credit) to the results

(22)

0

(160)

(182)

Debit / (credit) to other comprehensive income

0

421

(207)

215

Balance 31.12.2023

(42)

(1,517)

(2,950)

(4,506)

The deferred tax claims and liabilities for the Company are as follows:

Deferred tax claims

Intangible assets

Property plant and equipment

Provisions - Actuarial study and staff retirement obligations

Other provisions

Leases

Total

Balance 01.01.2022

0

297

556

13

867

(Debit) / credit to the results

0

(14)

(233)

6

(241)

(Debit) / credit to other comprehensive income

0

(40)

0

(40)

Balance 31.12.2022

0

243

323

19

586

Deferred tax claims

Intangible assets

Property plant and equipment

Provisions - Actuarial study and staff retirement obligations

Other provisions

Leases

Total

Balance 01.01.2023

0

243

323

19

586

(Debit) / credit to the results

0

15

1

3

19

(Debit) / credit to other comprehensive income

0

11

0

11

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 152

Balance 31.12.2023

0

269

324

22

616

Deferred tax liabilities

Intangible assets

Participations valuation provision

Property plant and equipment

Total

Balance 01.01.2022

0

(1,801)

(248)

(2,051)

Debit / (credit) to the results

(17)

0

(103)

(120)

Debit / (credit) to other comprehensive income

0

(136)

0

(136)

Balance 31.12.2022

(17)

(1,937)

(351)

(2,305)

Deferred tax liabilities

Intangible assets

Participations valuation provision

Property plant and equipment

Total

Balance 01.01.2023

(17)

(1,937)

(351)

(2,305)

Debit / (credit) to the results

(9)

0

(105)

(114)

Debit / (credit) to other comprehensive income

0

421

0

421

Balance 31.12.2023

(26)

(1,516)

(456)

(1,997)

5.31. Contractual obligations

As part of IFRS 15, revenue from new listings at ATHEX, as well as rights issues that take place during the fiscal year are considered to concern not only the fiscal year during which they are paid, but must be recognized and allocated to the duration that the company remains listed at ATHEX, during which the service is expected to be provided.

The contractual obligations by service, on 31.12.2023 and 31.12.2022 for the Group and the Company are analyzed as follows:

31 . 12 .2023

Group

Short-term contractual obligations

Long-term contractual obligations

New listings

226

713

Rights issues

1,435

870

Total

1,660

1,583

Company

Short-term contractual obligations

Long-term contractual obligations

New listings

141

443

Rights issues

400

177

Total

541

620

31.12.202 2

Group

Short-term contractual obligations

Long-term contractual obligations

New listings

232

381

Rights issues

1,900

1,117

Total

2,132

1,498

Company

Short-term contractual obligations

Long-term contractual obligations

New listings

160

146

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 153

Rights issues

719

334

Total

879

480

Short-term are the obligations that are recognized within one year, while long-term contractual obligations are those obligations that are recognized in a time frame of more than one year.

The change in the contractual obligations of the Group is analyzed as follows:

Group

31.12.2023

31.12.2022

Start of the period

3,630

4,614

Revenue recognized in the Statement of Comprehensive Income

(2,397)

(2,074)

New provisions

2,010

1,090

End of the period

3,243

3,630

The change in the contractual obligations of the Company is analyzed as follows:

Company

31.12.2023

31.12.2022

Start of the period

1,359

1,864

Revenue recognized in the Statement of Comprehensive Income

(975)

(855)

New provisions

777

349

End of the period

1,161

1,359

The contractual obligations of the Group are expected to be recognized in future periods after 31.12.2023 as follows:

Group

Up to 1 year

1,660

1 to 3 years

1,298

After 3 years

285

Total

3,243

The contractual obligations of the Company are expected to be recognized in future periods after 31.12.2023 as follows:

Company

Up to 1 year

541

1 to 3 years

446

After 3 years

174

Total

1,161

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 154

5.32. Equity and reserves

a) Share Capital

Number of shares

Par value (€)

Share Capital (€)

Share Premium (€)

Total 01.01.2022

60,348,000

0.42

25,346,160

157,084

Total 31.12.2022

60,348,000

0.42

25,346,160

157,084

Total 31.12.2023

60,348,000

0.42

25,346,160

157,084

b ) Reserves

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Regular Reserve (1)

17,356

23,693

14,839

21,478

Untaxed and specially taxed reserves

10,737

10,281

Treasury stock reserve

(12,669)

Real estate revaluation reserve (2)

8,933

8,201

1,907

Other (3)

5,982

Special securities valuation reserve (4)

5,370

6,866

5,371

6,866

Reserve from stock option plan to employees

1,399

1,385

1,122

1,109

Total

37,108

44,195

26,833

34,954

(1) Part of the excess regular reserve of the Company amounting to €6,638 thousand was distributed to shareholders of the Company, following the decision of the Annual General Meeting.

(2) Real estate revaluation reserve includes the revaluations of the value of the properties which has historically affected the real estate of the Group. In 2023 the revaluation reserves increased by €732 thousand, based on a new assessment of the value of the properties.

(3) Category Other includes a special dividend reserve for 2015 - €5,696 thousand; dividend reserve for 2016 - €247 thousand; and specially taxed reserves - €39 thousand.

(4) The Group has acquired shares in Boursa Kuwait and Belgrade Stock Exchange which it has classified, in accordance with IFRS 9, in financial assets at fair value through comprehensive income. On 31.12.2023 the shares posted a valuation loss of €1,479 thousand and €17 thousand respectively which, following the subtraction of deferred tax, was accounted in the special securities valuation reserve.

c) Share Buyback program

The General Meeting on 31.05.2021 decided to grant 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 period not to exceed twelve (12) months, at a minimum price of €0.49 and a maximum price of €5.00 per share. The maximum number of own shares acquired will not exceed 10% of the paid-in share capital.

The share buyback program began on 3.12.2021 and was completed on 30.11.2022. The Company possesses 2,498,000 shares, at an average acquisition price of €3.336 per share and a total cost of €8.33m; these shares correspond to 4.14% of the voting rights of the Company.

The General Meeting on 08.06.2023 decided to grant 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 period not to exceed twenty- four (24) months, at a minimum price of €0.42 and a maximum price of €6.00 per share. The maximum number of own shares acquired will not exceed 10% of the paid-in share capital.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 155

There were no share purchases under the new program up until 27.03.2024.

d) Retained Earnings

The retained earnings of the Group of €39,977 thousand on 31.12.2022 amounted to €50,214 thousand at the end of 2023, as they increased by €12,950 thousand comprehensive income and reduced from the formation of a regular reserve in the amount of €301 thousand and the amount of €2,414 thousand for dividends paid.

The retained earnings of the Group of €21,751 thousand on 31.12.2021 amounted to €39,977 thousand at the end of 2022, as they increased by €8,465 thousand in comprehensive income for the fiscal year, with the transfer of real estate revaluation reserve of €12,477 thousand and were reduced by the formation of a regular reserve in the amount of €301 thousand and the amount of €2,414 thousand for dividends paid.

The retained earnings of the Company of €29,669 thousand on 31.12.2022 amounted to €35,338 thousand at the end of 2023, as they increased by €8,083 thousand in comprehensive income in 2023 and reduced by the amount of €2,414 thousand for dividends paid.

The retained earnings of the Company of €13,192 thousand on 31.12.2021 amounted to €29,669 thousand at the end of 2022, as they increased by €6,412 thousand in comprehensive income for the fiscal year, with the transfer of real estate revaluation reserve of €12,477 thousand and were reduced by the amount of €2,414 thousand for dividends paid.

5.33. Employee benefit obligations

The changes of the obligation to pay compensation for 2023 and 2022 is shown in detail in the following table:

Accounting Presentation in accordance with revised IAS 19

(amounts in €)

Group

31.12.2023

31.12.2022

Amounts recognized in the Statement of Financial Position

Present value of liabilities

1,973,446

1,794,481

Net obligation recognized in the Statement of Financial Position

1,973,446

1,794,481

Amounts recognized in the Profit and Loss Statement

Cost of current employment

60,417

46,282

Net Interest on the liability/(asset)

68,878

20,900

Regular expense in the Profit and Loss Statement

129,295

67,182

Cost of personnel reduction / mutual agreements/retirement

75,983

517,298

Total expense recognized in the Profit and Loss Statement

205,278

584,480

Change in the present value of the liability

Present value of the obligation at the beginning of the fiscal year

1,794,481

2,180,220

Cost of current employment

60,417

46,282

Interest expense

68,878

20,900

Benefits paid by the employer

(91,000)

(647,751)

Cost of personnel reduction / mutual agreements/retirement

75,983

517,298

Actuarial loss/(profit) - financial assumptions

54,243

(313,981)

Actuarial loss/(profit) - demographic assumptions

(17,839)

0

Actuarial loss/(profit) - experience of the fiscal year

28,283

(8,487)

Present value of the liability at the end of the fiscal year

1,973,446

1,794,481

Adjustments

Adjustments to liabilities from changes in assumptions

(36,404)

313,981

Experience adjustments in liabilities

(28,283)

8,487

Total recognized in equity

(64,687)

322,468

Changes in net liability recognized in the Statement of Financial Position

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 156

Net liability at the start of the fiscal year

1,794,481

2,180,220

Benefits paid by the employer

(91,000)

(647,751)

Total expense recognized in the Profit and Loss Statement

205,278

584,480

Total amount recognized in equity

64,687

(322,468)

Net Liability at the end of the fiscal year

1,973,446

1,794,481

Accounting Presentation in accordance with revised IAS 19

(amounts in €)

Company

31.12.2023

31.12.2022

Amounts recognized in the Statement of Financial Position

Present value of liabilities

1,225,067

1,105,784

Net obligation recognized in the Statement of Financial Position

1,225,067

1,105,784

Amounts recognized in the Profit and Loss Statement

Cost of current employment

35,874

21,286

Net Interest on the liability/(asset)

42,444

12,979

Regular expense in the Profit and Loss Statement

78,318

34,265

Cost of personnel reduction / mutual agreements / retirement

68,410

483,981

Other expense / (revenue)

24,900

Total expense recognized in the Profit and Loss Statement

146,728

543,146

Change in the present value of the liability

Present value of the obligation at the beginning of the fiscal year

1,105,784

1,352,346

Cost of current employment

35,874

21,286

Interest expense

42,444

12,979

Benefits paid by the employer

(77,000)

(609,251)

Cost of personnel reduction / mutual agreements/retirement

68,410

483,981

Other expense / (revenue)

(161)

24,900

Actuarial loss/(profit) - financial assumptions

30,134

(172,804)

Actuarial loss/(profit) - demographic assumptions

(5,962)

Actuarial loss/(profit) - experience of the fiscal year

25,544

(7,653)

Present value of the liability at the end of the fiscal year

1,225,067

1,105,784

Adjustments

Adjustments to liabilities from changes in assumptions

(24,172)

172,804

Experience adjustments in liabilities

(25,544)

7,653

Total recognized in equity

(49,716)

180,457

Changes in net liability recognized in the Statement of Financial Position

Net liability at the start of the year

1,105,784

1,352,346

Benefits paid by the employer

(77,000)

(609,251)

Total expense recognized in the Profit and Loss Statement

146,567

543,146

Total amount recognized in equity

49,716

(180,457)

Net Liability at the end of the fiscal year

1,225,067

1,105,784

The actuarial assumptions used in the actuarial study developed by Management in collaboration with an independent actuary who prepared the actuarial study are as follows:

Actuarial assumptions

Valuation dates

31.12.2023

31.12.2022

Discount rate

3.29%

3.84%

Increase in salaries (long term)

2.20%

2.50%

Inflation

2.20%

2.50%

Mortality table

E V K 2000 (Swiss table)

Personnel turnover

0.50%

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 157

Regular retirement age

Based on the rules of the Social security fund in which each employee belongs

Duration of liability

13.06

13.79

The key actuarial assumption to determine the obligations are the discount rate, inflation and the expected change in salaries. The following table summarily presents the effects on the actuarial obligation of the potential change in these assumptions.

Cash flows

Company

Expected benefits from the plan in the next fiscal year

31.12.2023

31.12.2022

Sensitivity scenaria for the economic and demographic assumptions used

Sensitivity 1 – Discount rate plus 0.5% - % difference in liability present value (PV)

(6.05)%

(6.38)%

Sensitivity 2 - Discount rate minus 0.5% - % difference in liability PV

6.53%

6.91%

Sensitivity 3 – Annual inflation plus 0.5% - % difference in liability PV

6.57%

6.97%

Sensitivity 4 - Annual inflation minus 0.5% - % difference in liability PV

(6.14)%

(6.48)%

Sensitivity 5 - Assumption: salary increase plus 0.5% - % difference in liability PV

6.24%

6.67%

Sensitivity 6 – Assumption: salary increase minus 0.5% - % difference in liability PV

(5.86)%

(6.20)%

5.34. Trade and other payables

All liabilities are short term and, therefore, no discounting on the date of the financial statements is required. The breakdown of suppliers and other liabilities are shown in the following table:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Suppliers

4,369

2,323

2,417

1,176

Hellenic Capital Market Commission Fee

968

598

364

202

Dividends payable

9

12

9

12

Accrued third party services

788

349

521

278

Employee remuneration payable

2,515

797

1,508

471

Share capital return to shareholders

79

Prepaid revenue

130

299

130

262

Various creditors

347

314

259

236

Total

9,205

4,771

5,287

2,716

5.35. Taxes payable

The analysis of taxes payable of the Group and the Company are presented in the table below:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Tax on stock sales 0.20%

3,989

2,962

0

Payroll taxes

374

361

224

234

Tax on external associates

3

5

3

5

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 158

VAT-Other taxes

614

219

411

132

Total

4,980

3,547

638

371

The amount of €3.99m corresponds to the tax (0.20%) on stock sales for December 2023 and was turned over to the Greek State in January 2024.

In accordance with the new tax law that was voted (Law 5073/2023), starting on 01.01.2024 the tax on stock sales was reduced by 50%, to 0.10%.

5.36. Social security organizations

The obligations to social security organizations for the Group for 2023 and 2022 are analyzed in the following table:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Unified Social Security Entity [EFKA]

520

478

293

273

Occupational Insurance Fund

94

218

94

218

Total

614

696

387

491

5.37. Current income tax and income taxes payable

Income tax has been calculated based on the rules of tax legislation. Non-deductible expenses mainly include provisions, various expenses as well as amounts which the Company considers that they will not be considered justifiable production expenses in a potential tax audit and which are adjusted by management when the income tax is calculated.

Tax liabilities

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Liabilities / (claims) start

32

1,286

60

(254)

Income tax expense

3,731

1,711

875

100

Return of income tax prepayment

8

223

(6)

214

Taxes paid

(1,372)

(3,188)

(100)

0

Liabilities / (claims) end

2,398

32

830

60

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Income Tax

3,731

1,712

875

101

Deferred Tax

130

492

95

361

Income tax expense / (revenue)

3,861

2,204

970

462

Reconciliation of the income tax with profits/losses before tax on the basis of the applicable ratios and the tax expense is as follows:

Group

Company

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 159

Income tax

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Earnings before taxes

16,862

10,418

9,091

6,734

Income tax rate

22%

Expected income tax expense

3,710

2,292

2,000

1,481

Effect of the change in the tax rate

0

Tax effect of non-taxable income

(60)

(287)

(1,115)

(1,164)

Tax effect of non-deductible expenses

211

199

85

145

Income tax expense / (revenue)

3,861

2,204

970

462

The tax effect of non-taxable income mainly includes income from dividends by subsidiaries, which are eliminated on a consolidated basis.

Tax Compliance Report

For fiscal years 2011 to 2015, the Greek Sociétés Anonymes and Limited Liability Companies whose annual financial statements must be audited were required to obtain an “Annual Certificate”, as provided for in §5 article 82 of Law 2238/1994 and article 65A Law 4174/2013, which is issued after a tax audit carried out by the same statutory auditor or audit firm that audits the annual financial statements. After completion of the tax audit, the statutory auditor or the audit firm issues to the company a “Tax Compliance Report” which is then submitted electronically to the Ministry of Finance.

Starting with fiscal year 2016, the issuance of an “Annual Certificate” is optional. The tax authorities reserve the right to carry out a tax audit within the established framework as defined in article 36 of Law 4174/2013.

For fiscal years 2011 and 2017-2021 the companies of the Group have been audited by PricewaterhouseCoopers S.A., and for fiscal years 2012-2016 they have been audited by Ernst and Young S.A. and for fiscal year 2022 by Grant Thornton and have received “Tax Compliance Reports” without qualifications in accordance with the regulations in effect (article 82, §5 of Law 2238/1994 for fiscal years 2011-2013 and article 65A of Law 4174/2013 for fiscal years 2014-2022).

For fiscal year 2023 the tax audit is in progress by Grant Thornton in accordance with article 65A of Law 4174/2013. When the tax audit is completed, management does not expect that there will be significant tax obligations, besides those that were recorded and reflected in the financial statements.

Tax audit of the Company for fiscal years 2008, 2009 and 2010

The Company was tax audited for tax years 2008, 2009 and 2010 by the Large Corporation Audit Center (KEMEP) in accordance with audit order 760/4/1118/22.12.2015. On 11.7.2016 the Company was notified about the acts of temporary corrective tax determination and audit findings note by the Large Corporation Audit Center (KEMEP).

Within the time limits of the law, on 30.9.2016, the Company filed an administrative appeal in accordance with article 63 of Law 4174/2013 at the Dispute Settlement Division (DED) of the General Secretariat of Public Revenue (GGDE), against the findings of the tax audit, and at the same time paid 100% of the amount due i.e. €1,562 thousand. This amount had been recognized as an expense in the Statement of Comprehensive Income in 2016. The aim of paying the tax plus the penalties assessed in full, was to avoid additional interest in accordance with the provisions of the Tax Procedure Code (Law 4174/2013).

The result of the Company's appeal before the Dispute Settlement Division (DED), was the reduction of the assessed additional taxes and surcharges by the amount of €579 thousand, an amount which has already been returned to the Company by the Tax Office through netting with tax liabilities of the Company. Subsequently, the Company exercised its right to further appeal to the Administrative Courts in order to be reimbursed the remaining amount of additional taxes and surcharges totaling €983 thousand. The Company received a summons and appeared before the Administrative Court of Appeal for the hearing of its case, which with decision no. 3901/2018 referred the case to the competent Three-Member Administrative Court of First Instance of Athens.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 160

On 9 February 2022, the Company was notified of decisions no. 113/2022 and 114/2022 of the Administrative Court of First Instance of Athens with which the appeal of the Company was partially accepted and as a result on 5 April 2022 the amount of €625 thousand was returned. As a result, the amount of €625 thousand was recognized as revenue in fiscal year 2022 and is included in the item "Income from tax refunds" in the company and consolidated statement of comprehensive income for fiscal year 2022. On 8 April 2022 the Company appealed to the Administrative Court of Appeals for the return of the amount of €270 thousand, which was determined and discussed on 29 July 2022, for which a decision is awaited. For the aforementioned amount of €270 thousand, the Company has not recognized a corresponding claim pending the relevant decision.

Analysis of tax effects of other comprehensive income

The tax effect of other comprehensive income for the Group and the Company is analyzed as follows:

GROUP

01.01-31.12.2023

01.01-31.12.2022

Amount before tax

Tax revenue/ (expense)

Amount after tax

Amount before tax

Tax revenue/ (expense)

Amount after tax

Gains / (losses) from the reassessment of real estate values

939

(207)

732

538

( 118 )

420

Financial assets at fair value through other income - Valuation profits / (losses) during the period

(1,916)

422

(1,494)

619

(136)

483

Actuarial gains / (losses) from staff termination provision

( 65 )

14

(51)

322

( 71 )

251

Total

(1,042)

229

(813)

1,479

(325)

1,154

COMPANY

01.01-31.12.2023

01.01-31.12.2022

Amount before tax

Tax revenue/ (expense)

Amount after tax

Amount before tax

Tax revenue/ (expense)

Amount after tax

Gains / (losses) from the reassessment of real estate values

0

Financial assets at fair value through other income - Valuation profits / (losses) during the period

(1,916)

422

(1,494)

619

( 136 )

483

Actuarial gains / (losses) from staff termination provision

( 50 )

11

( 39 )

180

( 40 )

140

Total

(1,966)

433

(1,533)

799

(176)

623

5.38. Related party disclosures

The value of transactions and the balances of the Group with related parties are analyzed in the following table:

Group

Company

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Remuneration of executives and members of the BoD

2,568

2,439

2,084

1,958

Cost of social security

457

391

364

298

Other compensation

0

658

0

658

Total

3,025

3,488

2,448

2,914

The intra-Group balances on 31.12.2023 and 31.12.2022, as well as the intra-Group transactions of the companies of the Group on 31.12.2023 and 31.12.2022 are shown below:

INTRA-GROUP BALANCES 31.12.2023

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 161

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Claims

0

66

0

Liabilities

0

4

0

ATHEXCSD

Claims

4

0

576

Liabilities

66

0

2

ATHEXCLEAR

Claims

0

2

0

Liabilities

0

576

0

INTRA-GROUP BALANCES 31.12.2022

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Claims

0

71

0

Liabilities

0

2

0

ATHEXCSD

Claims

2

0

502

Liabilities

71

0

2

ATHEXCLEAR

Claims

0

2

0

Liabilities

0

502

0

INTRA-GROUP REVENUES-EXPENSES 01.01 - 31.12.2023

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Revenue

0

462

122

Expenses

0

373

0

Dividend Income

0

4,815

0

ATHEXCSD

Revenue

373

0

7,793

Expenses

462

0

ATHEXCLEAR

Revenue

0

Expenses

122

7,793

0

INTRA-GROUP REVENUES-EXPENSES 01.01 - 31.12.2022

ATHEX

ATHEXCSD

ATHEXCLEAR

ATHEX

Revenue

0

457

75

Expenses

0

422

0

Dividend Income

0

4,013

0

ATHEXCSD

Revenue

422

0

6,761

Expenses

457

0

ATHEXCLEAR

Revenue

0

Expenses

75

6,761

0

Intra-Group transactions concern the fee for settlement services from ATHEXCSD to ATHEXClear, market data rebroadcast services from ATHEX to ATHEXCSD, the provision of administrative support services between the companies of the Group, as well as other services which are invoiced at prices comparative to those between third parties.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 162

For the affiliated company HELLENIC ENERGY EXCHANGE, table of claims and revenue for 2023 and 2022 follows below:

Claims

31.12.2023

31.12.2022

ATHEX

1,063

614

ATHEXCSD

351

78

ATHEXClear

28

9

Revenue

01.01 -31.12.2023

01.01 -31.12.2022

ATHEX

1,079

867

ATHEXCSD

349

267

ATHEXClear

23

30

In 2023 the Group received from the HELLENIC ENERGY EXCHANGE a dividend of €116 thousand and for 2022 €105 thousand.

For the affiliated company EnEx CLEARING HOUSE, the table of claims and revenue for 2023 and 2022 follows below:

Claims

31.12.2023

31.12.2022

ATHEX

521

37

ATHEXCSD

133

20

ATHEXClear

9

3

Revenue

01.01 -31.12.2023

01.01 -31.12.2022

ATHEX

528

491

ATHEXCSD

116

66

ATHEXClear

8

10

5.39. Earnings per share and dividends

The BoD of the Athens Exchange proposed to the Annual General Meeting the distribution of € 0.15 per share, i.e. a payout of €9,052,200, as dividend from the earnings of fiscal year 2022. The proposal of the BoD was approved by shareholders at the 22 nd Annual General Meeting on 08.06.2023.

The net after tax earnings of the Group in 2023 were €13 million or €0.225 per share; after including other comprehensive income, earnings were €12.2 million or €0.211 per share. The average weighted number of shares outstanding of the Company on 31.12.2022 was 57,850,000.

The net after tax earnings of the Group for 2022 were €8.21 million or €0.139 per share, while after including other comprehensive income, earnings were €9.4 million or €0.159 per share. The average weighted number of shares of the Company on 31.12.2022 was 59,089,164.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 163

5.40. Revenue from participations

Revenue from participations concerns the 21% participation of the Company in the Hellenic Energy Exchange (HenEx) (note 5.25). The internal value of the participation of the Company in HenEx increases in proportion to its participation in the equity of the latter. In fiscal year 2023 income from this participation was €430 thousand compared to €698 thousand in 2022.

5.41. Litigation or arbitration disputes and other contingent liabilities

The Group is involved in litigation with former members and listed companies of the Athens Exchange. The management of the Group and its legal counsel estimate that the outcome of these cases will not have a significant effect on the economic situation, financial position or the results of the operation of the Group and the Company.

5.42. Risk Policies and Management

A major consideration of the Athens Exchange Group (the Group) is the management of risk that arises from international developments in the sector, its business activities, and its business operation.

The Group, as operator of the capital market, has developed a framework for managing the risks to which it is exposed, ensuring its viability and development, and contributing to the stability and security of the capital market. Risk management is recognized as part of its supervisory functions which, together with the regulatory compliance system, form the second level of defense of the organization.

Market risk

The Group's and the Company's risk in relation to their investments derives primarily from any adverse changes in the current valuation prices of shares and other securities traded on organized markets. In particular, the Group and the Company hold on 31.12.2023 financial assets measured at fair value through other comprehensive income which mainly include the Group's investment in Boursa Kuwait (0.778%).

On 31.12.2023, the assets exposed to market risk amounted to €8,081 thousand for the Group and the Company. A change of ±10% in investments whose valuation gains or losses are recognized cumulatively in equity would result in a change of ±€808.1 thousand for the Group and the Company, respectively.

Liquidity risk

Liquidity risk is the risk of not being able to find sufficient cash to cover the Company's obligations.

The Group manages its liquidity needs through careful monitoring of scheduled payments for short-term liabilities as well as cash outflows from its day-to-day operations. Liquidity needs are monitored in various time frames (daily, weekly, monthly).

Liquidity risk is kept at a low level by maintaining sufficient cash reserves.

The Group's and the Company's trade and other payables of €9,205 thousand and €5,287 thousand respectively will be settled within the next 3 months.

Currency risk

The functional currency of the Group and the Company is the Euro. Most transactions of the Group and the Company take place in the functional currency, and as such, currency risk that arises from normal operations is limited.

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 164

The Group and the Company hold as of 31.12.2023 an investment in Boursa Kuwait (0.778%), whose shares are traded on the stock market of Kuwait since 14.09.2020 in Kuwaiti Dinars (KWD). At the same time, on 31.12.2023 the Group and the Company hold an investment in the Belgrade Stock Exchange in Serbian Dinar (RSD). As such, the Group and the Company are exposed to the KWD/EUR and the RSD/EUR exchange rates. A reasonable change in the KWD/EUR exchange rate of ±10% would result in a change of ±€1 thousand in the results and of ±€791 thousand in equity for the Group and the Company, respectively. Also, a fair change in the RSD/EUR exchange rate of ±10% would result in a change in equity of ±€17 thousand for the Group and the Company.

Credit risk

The Group faces credit risk both from equity investments as well as from client balances. As part of its Investment Policy, specific principles are defined for cash deposit arrangements. Cash deposit arrangements are with the four systemic banks of the country, in approximately equal amounts, minimizing credit risk levels. Short term cash arrangements that do not exceed three months take place at Greek Systemic Banks, in accordance with the Investments Policy set by the management of the ATHEX Group.

Out of total cash and cash equivalents of the Group of €63.3m, approximately €44.6m is deposited in Greek systemic banks, and the remaining approximately €18.7m at the Bank of Greece.

5.43. Fair value

Measurement of fair value of financial assets

The financial assets and financial liabilities measured at fair values in the Statement of Financial Position of the Group and the Company are classified based on the following hierarchy into 3 Tiers for determining and disclosing the fair value of financial instruments by valuation technique:

Tier 1: Investments valued at fair value based on traded (unadjusted) prices in active markets for similar assets or liabilities.

Tier 2: Investments valued at fair value based on valuation models in which all inputs that significantly affect fair value are based (either directly or indirectly) on observable market data.

Tier 3: Investments valued at fair value based on valuation models in which inputs that significantly affect fair value are not based on observable market data.

The following tables present the financial assets that are measured at fair value on a recurring basis on 31.12.2023 and 31.12.2022. There are no financial liabilities measured at fair value at any of the periods presented.

Group

31.12.2023

Tier 1

Tier 2

Tier 3

Financial assets

Investments in shares listed in organized markets

7,910

Investments in shares not listed in organized markets

171

Total

7,910

171

Group

31.12.2022

Tier 1

Tier 2

Tier 3

Financial assets

Investments in shares listed in organized markets

9,804

Investments in shares not listed in organized markets

193

Total

9,804

193

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 165

Company

31.12.2023

Tier 1

Tier 2

Tier 3

Financial assets

Investments in shares listed in organized markets

7,910

Investments in shares not listed in organized markets

171

Total

7,910

171

Company

31.12.2022

Tier 1

Tier 2

Tier 3

Financial assets

Investments in shares listed in organized markets

9,804

Investments in shares not listed in organized markets

193

Total

9,804

193

Within the periods presented, there were no transfers between Tiers 1 and 2.

The amounts at which assets, receivables and current liabilities are reported in the Statement of Financial Position approximate their respective fair values due to their short-term maturity. Accordingly, there are no differences between the fair values and the corresponding carrying amounts of the financial assets and liabilities. The Company does not have derivative financial products.

Measurement of fair value of non-financial assets

The following tables present the non-financial assets that are measured at fair value on a recurring basis on 31.12.2023 and 31.12.2022.

Group

31.12.2023

Tier 1

Tier 2

Tier 3

Non-financial assets

Owner occupied tangible assets

19,271

Investments in real estate

6,356

Total

25,627

Group

31.12.2022

Tier 1

Tier 2

Tier 3

Non-financial assets

Owner occupied tangible assets

18,654

Investments in real estate

6,187

Total

24,841

Company

31.12.2023

Tier 1

Tier 2

Tier 3

Non-financial assets

Investments in real estate

2,990

Total

2,900

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 166

Company

31.12.2022

Tier 1

Tier 2

Tier 3

Non-financial assets

Investments in real estate

2,900

Total

2,900

Key assumptions and estimates

It is the policy of the Company to regularly re-estimate the fair value of its real estate in order for it to reflect their true commercial value.

The Group has estimated the fair value of its properties with a reference date of 31.12.2023 by commissioning the relevant study to independent recognized real estate appraisers. The study was completed and delivered in early February 2024 and the Company adjusted the value of the properties as of 31 December 2023 in accordance with the result of the study in order to show the fair value of the properties in the statement of financial position as at 31 December 2023. The significant assumptions and estimates were developed in close cooperation with management.

A. Building on Athinon Avenue

For the determination of the fair value of the building on Athinon Avenue, the Income Approach and in particular the Discounted Cash Flows method was used.

This method is based on assumptions relating primarily to future rents, the annual income growth rate, as well as the discount rate.

In summary, the most important assumptions used for the calculation of the fair value of the property on Athinon Avenue according to the valuation study of the independent appraiser are analyzed as follows:

Discounted cash flows method

Fair monthly lease for main use spaces

€14 .5 / sq . m.

Fair monthly lease for auxiliary spaces

€ 4.35 / sq . m .

Annual income growth rate

from 2 .9% in 2024 to 2 .2% in 2033

Discount rate

10.0 %

After applying the discounted cash flows method, the fair value of the buildings and the fair value of the attributable land was determined at €16.9m and €3.5m respectively.

B. Building on Katouni St - Thessaloniki

The Fair Value of the property on Katouni Street in Thessaloniki was calculated using the Income Approach and specifically the discounted cash flows method. In summary, the most significant assumptions used to calculate the fair value of the property on Katouni St. according to the independent appraiser’s valuation study are summarized as follows:

Discounted cash flows method

Fair monthly lease

€ 10.2 / sq . m.

Annual income growth rate

from 2.9 % in 202 4 to 2.20 % in 2028

Discount rate

10 .5%

2023 ANNUAL FINANCIAL REPORT

(Amounts in thousands euro, unless otherwise noted) 167

After applying the discounted cash flows method, the fair value of the buildings and the fair value of the corresponding land was determined to be €571 thousand and €1,656 thousand respectively.

C. Building (at Acharnon and Mayer)

The Fair Value of the property at Acharnon and Mayer Street was calculated using the Income Approach and specifically the discounted cash flows method. In summary, the major assumptions used to calculate the fair value of the property at Acharnon and Mayer according to the independent appraiser's valuation study are summarized as follows:

Discounted cash flows method

Fair monthly lease

€6.1 / sq. m.

Annual income growth rate

from 2 .9% in 2024 to 2 .2% in 2033

Discount rate

10.5%

After applying the discounted cash flows method, the fair value of the buildings and the fair value of the corresponding land was determined to be €1,996 thousand and €994 thousand respectively.

5.44. Events after the date of the Statement of Financial Position

There is no event that has a significant effect in the results of the Group and the Company which has taken place or was completed after 31.12.2023, the date of the 2023 annual financial statements and up until the approval of the financial statements by the Board of Directors of the Company on 27.03.2024.

5.45. Adjustments

Modifications in the published information in the Annual Statement of Comprehensive Income of the Group

A reclassification of accounts in the Statement of Comprehensive Income for fiscal year 2022 took place for them to be comparable with the corresponding accounts in fiscal year 2023.

GROUP

01.01

31.12.2022

Modified

Published

Reclassification

Post Trading

15,036

15,053

(17)

Listing

4,997

5,033

(36)

IT and Digital Services

7,072

7,012

60

Ancillary services

1,266

1,273

(7)

Total turnover

37,847

0

2023 ANNUAL FINANCIAL REPORT

168

Athens, 27 March 2024

THE CHAIRMAN OF THE BoD

GEORGE HANDJINICOLAOU

____________________________

THE CHIEF EXECUTIVE OFFICER

YIANOS KONTOPOULOS

____________________________

THE CHIEF FINANCIAL AND ISSUER RELATIONS OFFICER

NICK KOSKOLETOS

____________________________

THE DIRECTOR OF FINANCIAL MANAGEMENT

LAMBROS GIANNOPOULOS

____________________________