Proxy Solicitation & Information Statement • Dec 24, 2025
Proxy Solicitation & Information Statement
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of the limited liability Company
(General Electronic Commercial Registry (GEMI) No 003719101000
former Companies Reg. Number 45688/06/B/00/30)
Tuesday 20 January 2026 @ 17:00
110 Athinon Ave, Athens, GR

General Electronic Commercial Registry (GEMI) No 3719101000 (former Companies Reg. Number 45688/06/B/00/30)
In accordance with the law and the Articles of Association of the Company, and the decision of its Board of Directors on December 24, 2025, shareholders of "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.", headquartered in Athens, 110 Athinon Ave, are invited to the Extraordinary General Meeting, which will take place on Tuesday January 20, 2026 at 17:00, which will meet in a hybrid manner, i.e. with the physical presence of shareholders at the registered office of the Company and with the participation of shareholders remotely by teleconference. In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018 may also be present at the General Meeting.
The items of the agenda of the General Meeting are as follows:
If the quorum, as required by the Law and the Articles of Association in order to decide any of the items of the original agenda, is not obtained during the meeting of 20 January, 2026, the General Meeting will convene again in a Repeat Meeting on Tuesday, January 27, 2026 at 17:00 (hereinafter "Repeat Meeting") without the publication of a new invitation and will convene in the same way, i.e. hybrid, with the physical presence of shareholders at the registered office of the Company and with the participation of shareholders remotely by teleconference. In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018 may also be present at the General Meeting.
At the General Meeting of January 20, 2026, every physical and legal person that has the status of shareholder at the start of the fifth (5th) day before the meeting date of the Annual General Meeting, i.e. on January 15, 2026 ("Record Date") is entitled to participate and vote.
The record date of January 15, 2026, is the record date for the Repeat General Meeting on January 27, 2026 (if the quorum, as required by the Law and the Articles of Association in order to decide any of the items of the original agenda on 20.01.2026 is not obtained during that meeting). Also, the same Record Date is valid in case of the postponed General Meeting, provided that the postponed meeting is not more than thirty (30) days from the Record Date. If any postponed General Meeting is more than thirty (30) days away from the Record Date, whoever has the status of shareholder in accordance with the above at the beginning of the third (3rd) day before the day of the postponed General Meeting is entitled to participate in the General Meeting.
1

For the Company, shareholders who are entitled to participate in the General Meeting and to exercise the right to vote are those that are registered on the Record Date in the Dematerialized Securities System (DSS) of the company "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)" or the one identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of Operation of the Hellenic Central Securities Depository (Government Gazette B/1007/16.03.2021).
The proof of shareholder status is done by any legal means and in any case based on information received by the Company until before the start of the General Meeting by ATHEXCSD or through the above intermediaries in accordance with the above provisions. A shareholder may participate in the General Meeting on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary unless the Meeting refuses this participation for good reason that justifies its refusal in accordance with the provisions in force (art. 19 par. 1 of Law 4569/2018, art. 124 par. 5 of Law 4548/2018).
Exercising these rights does not require either the blocking of the shares of the beneficiary or any other similar procedure which limits the ability to sell and transfer these shares during the period between the Record Date and the General Meeting.
Shareholders that do not comply with the deadline in par. 4 of article 128 of Law 4548/2018, i.e. that do not submit in writing or by electronic means the appointment of proxies or representatives to the Company at least fortyeight (48) hours before the appointed date of the General Meeting, participate at the General Meeting unless the General Meeting refuses this participation for good reason which justifies this refusal.
In order for shareholders to participate and vote at the Extraordinary General Meeting on January 20 2026 or at any Repeat meeting in real-time by teleconference, without their physical presence, they or their proxies must create and use an electronic shareholder account at the electronic platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home.
The internet platform is provided by ATHEXCSD, while for the teleconference the Zoom Meetings service is provided by Zoom Video Communications Inc.
In order to access the electronic platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.
In order for a shareholder or his/her proxy to create an account in the electronic platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.
If, on accessing the electronic platform the above information entered by the shareholder does not match the information registered in the Dematerialized Securities System or the identification information that has been provided to the Company by the Hellenic Central Securities Depository or through intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Part 3 of Decision No 8 of the Hellenic Central Securities Depository, "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as the document "Terms and Conditions for the remote General Meeting of Shareholders", shareholders must provide or update the information above, in order to create the account.
For this purpose, and in order to avoid dysfunctions, shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or other intermediary acting as custodian through which their

shares are kept, in order to notify them or to update their valid email address and mobile telephone number for identification.
Further instructions for participation in the General Meeting by teleconference will be posted on the website of the Company and will be sent by the Company via email to shareholders that have completed the above procedure and are eligible to participate at the Annual General Meeting or any Repeat meetings.
For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at [email protected] or by telephone at +30 210 3366.616 (daily between 09.00 and 17.00).
Furthermore, starting with the publication of the present and until the end of the General Meeting, information and support will be provided to the shareholders and their representatives, on matters related to the conduct of the General Meeting through the platform AXIA e-Shareholders Meeting (AXIA e-SM) (e.g. connection, voting, etc.) at + 30 210 3366 426 or by email at [email protected].
Shareholders that participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.
On the date of the General Meeting, in order to participate in the proceedings, shareholders must log in on time to the Internet Platform, at least fifteen minutes (15΄) before the start time of the General Meeting announced in the Invitation and state the number of voting rights with which they will participate in the General Meeting and vote and, whether they wish to amend it (to a smaller number).
Shareholders that have successfully connected to the internet platform will be able to participate in the General Meeting by teleconference in real-time via a link that will be sent to them by email.
By activating the teleconference application (Zoom) through the link at the start of the General Meeting, shareholders will be able to:
while at the same time through the internet platform, they will be able to:
Ι. Shareholders have the option to participate, in person or by proxy, in the vote on the items of the General Meeting that will take place before the General Meeting, under the conditions of article 126 of Law 4548/2018, as well as the following.
Shareholders that wish to participate and vote on the items of the General Meeting that will take place before the General Meeting can make use of the following options:

meetings with the signature authenticated, at: 110 Athinon Ave, 10442 Athens Greece, or digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the shareholder, via email at [email protected], at least twenty-four (24) hours before the date of the General Meeting (i.e. until 17.00 on 19.01.2026 at the latest).
c) Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.
Shareholders that vote as above before the General Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Company by 17.00 on 19.01.2026 at the latest.
ΙΙ. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the items of the General Meeting which will take place before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest forty-eight (48) hours before the date of the General Meeting (i.e. by 17.00 on 18.01.2026 at the latest), as specifically described below in D II.
Following this deadline, it will not be possible to participate by proxy in the vote that will take place before the General Meeting.
Shareholders that vote as above before the General Meeting are counted for the formation of the quorum and majority, provided that the votes in question are received by the Company by 17.00 on 26.01.2026 at the latest.
ΙV. For the potential Repeat General Meeting on 27 January 2026, shareholders that had not appointed a proxy for the initial General Meeting, or shareholders that wish to replace the proxy that had been appointed, in order to participate remotely at the vote that will take place before the General Meeting, can appoint up to one (1) proxy, at least forty-eight (48) hours before the date of the General Meeting (i.e. by 17.00 on 25.01.2026 at the latest), as specifically mentioned below in D II.
After that date, it will not be possible to participate by proxy at the vote that will take place before the Repeat General Meeting.
For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at [email protected] or by telephone at +30 210 3366.616 (daily between 09.00 and 17.00).

In addition, shareholders are asked to confirm that the "Mail Vote document" is successfully sent and received by the Company, and can, for this purpose, call +30 210 3366 616 (Investor Relations Department).
I. Shareholders participate in the Annual General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. However, if a shareholder possesses shares of the Company that are held in more than one Investor Securities Account, the above restriction cannot prevent the shareholder from appointing different proxies for the shares in each investor account for a particular General Meeting. A proxy appointment can be freely recalled. A proxy that acts for more than one shareholder can vote differently for each shareholder.
Shareholders may appoint a proxy for one or more General Meetings and for a specific period of time. The proxy votes in accordance with the shareholder's instructions, if there are any. Non-compliance by the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in achieving the majority.
The shareholder proxy is obliged to notify the Company, before the start of the General Meeting, about any specific event, which may be useful to shareholders in order to assess the risk that the proxy may serve other interests besides the interests of the shareholder.
A conflict of interest may arise particularly when the representative is:
The appointment and revocation or replacement of the proxy or representative takes place in writing or by electronic means that are submitted to the Company at least forty-eight (48) hours before the appointed date of the General Meeting. Notification of the appointment and revocation or replacement of the proxy by electronic means is by electronic mail at the email address on the Invitation to the General Meeting, or the case of shareholders that are identified through intermediaries, through confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.
ΙΙ. Specifically for shareholder participation by proxy at the General Meeting on January 20, 2026, or any Repeat Meeting thereof, remotely in real-time by teleconference, or for shareholder participation by proxy in the vote on the items of the General Meeting that will take place before the General Meeting, shareholders or Participants in the Securities Accounts in the DSS or other intermediaries acting as custodians of the shareholders through which the shares are kept, can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 17.00 on 18.01.2026 at the latest for the initial General Meeting and by 17.00 on 25.01.2026 at the latest for the Repeat Meeting).
Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the representative, as declared in the proxy document, the Company creates an account for the proxy on the

electronic platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in B. and C. above.
The Company has made available documents:
These documents are available to shareholders in hard copy at the Investor Relations Department of the Company (110 Athinon Ave, tel. +30 210 3366 616), and in electronic form on the website of the Company (https://www.athexgroup.gr/en/more-options/investor-relations/general-meetings).
The appropriate document must be filled-in, signed with the authenticity of the signature verified, and submitted to the Investor Relations Department of the Company, at: 110 Athinon Ave, 10442 Athens, or digitally signed by using a recognized digital signature (qualified certificate) by the proxy or shareholder by e-mail at investor[email protected] at least forty eight (48) hours before the date of the General Meeting. Shareholders are asked to ensure that the proxy appointment document is successfully dispatched and received by the Company and may call for this purpose: +30 210 336 6616 (Investor Relations Department).

the requesting shareholders to the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the Board of Directors may answer once to shareholder requests having the same content.
In all the abovementioned cases, requesting shareholders are obliged to prove their shareholder status and, with the exception of the case of the first subparagraph of paragraph 3, the number of shares they possess during the exercise of the relevant right.
Proof of the status of shareholder can be provided by any legal means, and in any case based on the information received by the Company electronically from ATHEXCSD with an electronic connection of the Company to DSS or through the Participant of the Securities Account in the DSS or other intermediary acting as custodian of the shareholder through which shares as kept. For more information regarding the minority shareholder rights, shareholders may refer to the provisions of article 141 of Law 4548/2018.
More detailed information on minority rights and the conditions for exercising them is available on the website of the Company (www.athexgroup.gr).
The information of par. 3 and 4 of article 123 of Law 4548/2018, and in particular the Invitation to the General Meeting, the total number of shares and voting rights that these shares incorporate on the Invitation date, the documents for exercising the right to vote by proxy, the documents for exercising the right to vote by mail, the documents that will be submitted to the General Meeting, the draft decisions on the items of the proposed agenda, as well as information regarding the exercise of minority rights of par. 2, 3, 6 and 7 of article 141 of Law 4548/2018 are available in electronic form on the website of the Company (https://www.athexgroup.gr/en/moreoptions/investor-relations/general-meetings) and in hard copy at the Investment Relations Department of the Company (110 Athinon Ave, tel. +30-210 336 6616).
Athens, December 24, 2025





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