# SECURITIES AND EXCHANGE COMMISSION > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae62bf6ef3fb5b984 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 July 15, 2016 Mr. Dimitris Karaiskakis Chief Operating Of~ccr Hellenic Exchanges - Athens Stock Exchange, SA 110 Athinon Ave. ~ 104 42 Athens, Greece Re: Hellenic Exchanges - Athens Stock Exchange, SA Incoming letter dated June 27, 2016 Dear Mr. Karaiskakis: This letter will confim1 the response of the Division of Corporation Finance to your request that the Division designate the Hellenic Exchanges - Athens Stock Exchange, SA as a ··designated offshore securities markcC within the meaning of Rule 902(b) of Regulation S under the Securities Act of 1933. A copy of your letter is enclosed in order to avoid having to recite or summarize the facts set forth therein. On the basis of the facts presented, we hereby so designate the Hellenic Exchanges - Athens Stock Exchange, SA. Sincerely, For the Commission by the Division of Corporation Finance pursuant to delegated authority, ~'cMJ-t,vf;{_. ~ V'-­ Michele M. Anderson Associate Director (Legal) Division of Corporation Finance `,;;_ `~~~. arHEx Mr. Paul Dudek Division of Corporation Finance US Securities &Exchange Commission 100E Street NE Washington DC 20549 United States of America June 27. 2016 Dear Mr. Dudek, Re: Hellenic Exchanges--Athens Stock Exchange SA —Application for Desi~natian as a "Designated Offshore Securities Market" We hereby submit a formal application for designation as a "Designated Offshore Securities Market" within the meaning of Rule 902(b)of Regulation S issued under the Securities Act of 1933, as amended. We are seeking this designation and recognition in order to assist market participants who are eligible for the safe harbor provided by Rule 904 of Regulation S in satisfying the requirements specified in that rule when reselling securities in, on or through the facilities of the Hellenic Exchanges—Athens Stock Exchange SA (hereinafter"Athens Stock Exchange" or"ATHEX"). Rule 902(b}(2) identifies seven attributes that the Securities and Exchange Commission will consider in determining whether to designate anon-U.S securities market as a "Designated Offshore Securities Markey' within the meaning of Regulation S. In compliance with Regulation S, the SEC will reach its decision regarding the designation on a case-by-case basis through the interpretive letter procedure based upon all facts pertaining to a particular market. As set forth in detail below, Athens Stock Exchange fulfills each of the attributes listed in Rule 902(b)(2). ORGANIZATION UNDER FOREIGN LAW The Athens Stock Exchange is the only stock exchange in Greece and one of the oldest stock exchanges in Europe., founded in 1876 and having been operating continuously since then. As Greece is a full member-state of the European Union, the Athens Stock Exchange operates in compliance with the applicable European Union Directives and Regulations governing the operation and supervision of capital markets, securities trading and post-trading operations, as discussed below. 1.1 Historical background of the ATHEX corporate structure The Athens Stock Exchange was initially founded in 1876 as a self-regulated public organization, whereas Greek Law 1308/1908 founded the Athens Stock Exchange as a public entity under the supervision of the Greek Ministry of Finance. ATHEX operated apost-trading infrastructure, including clearing and settlement functions for securities until 1990, when the Central Securities Depository (CSD) was established as a separate entity, awholly-owned subsidiary of ATHEX In 1995, under Greek Law 2324/1995, ATHEX was converted into a joint stock company governed by Greek corporate law, with the State of Greece as its sole shareholder. This change from a public body to a joint stock company was deemed to be necessary for the more flexible R~ ,'. .,, ~ '~ rj4~ ~'~~ ins. and efficient operation of the ATHEX, especially with regard to the appointment of new specialized and 'nighiy experienced stafr` from 'the private sector, as weil as the adoption of faster procedures for the purchase of new infrastructure and equipment without public tenders. In 1997, pursuant to Greek Law 2533/1997, the Athens Derivatives Exchange (ADEX) and the Athens Derivatives Exchange Clearing House (ADECH) were established, with the Athens Stock Exchange as their mayor shareholder. r=rom ~yy~ to ~yyy, Al HEX became partly privatized through private placements of shares held by the State of Greece to the major Greek banks and certain ATHEX members, including securities firms, and ATHEX personnel. In 2000, a new joint stock company was founded with the name "Hellenic Exchanges S.A" (hereinafter "HELEX"). As the 100% holding company of the Athens Stock Exchange, the ATHEX shareholders contributed in kind their ATHEX shares (plus cash) to the founding capital of HELEX. As a result, HELEX became the parent company not only of ATHEX, buf also of its subsidiaries: ADEX, ADECH, CSD as well as the "Thessaloniki Stock Exchange Centre" (an ATHEX branch in the second largest city in Greece, Thessaloniki) and ASYK (an information technology company that develops the ATHEX trading system and distributes the ATHEX data feed). Ail the aforesaid companies constituted the "HELEX Group". After becoming the parent company of the "HELEX Group", HELEX offered a fully vertically integrated platform for dealings in Greek securities and derivatives, including trading, clearing, settlement and registry services. In 2000, HELEX listed its shares on the Securities Market of ATHEX under the trading symbol "EXAE"(after the Greek initials of the company's name). In 2002, the Athens Stock Exchange merged with the Athens Derivatives Exchange and since then ATHEX operates the only securities and derivatives regulated market in Greece. In 2005, the "Athens Exchange Clearing House"(ATHEXCIear) was founded, which provides clearing services for all transactions executed on the Securities Market and the Derivatives Market. In 2006, HELEX absorbed its subsidiary companies, "Central Securities Depository" and the "Athens Derivatives Clearing House"(ADECH) into the HELEX Group. In December 2013, an intra-group restructuring of the HELEX Group of companies took place, as part of the general effort to upgrade the services offered by the HELEX Group and to harmonize its rules of operation with international standards and practices. The restructuring was designed to achieve an effective and smooth adjustment to the future implementation of a wide set of measures at the European and world level (e.g. EMIR Regulation, Central Securities Depositories Directive of the European Union) applicable to the HELEX Group. Following the intra-group restructuring in 2013, the Athens Stock Exchange was merged into its parent company HELEX. Thus, the new entity derived from the merger now operates as a fully private joint stock company under the Greek corporate laws, under the new name "Hellenic Exchanges—Athens Stock Exchange SA" and the marketing name Athens Stock Exchange or ATHEX. The market ra~itali7ation of th? Athens Stock Exchange, including its subsidiaries, as of April 28, 2016, was about €325 million, with 65,368,563 outstanding shares traded on ATHEX, of try 1 ~ ~~'~..' ATHEX ,,,•1: ,. tir..r t., ..~ which more than 80% was free float (see Appendix 1). As of April 28, 2016, ATHEX's share capital was held by the following categories of investors (see Appendix 1): International Investors ~ 57.0% Local Retail Investors 16.6% Locallnstitutionallnvestors 14,9% Local Banks 7.5% Athex Group Members 1.1 °/a Treasury Stock 1.6% Other Investors 1.0% Management Team 0.1 --T After the 2013 restructuring, ATHEX now has only two wholly-owned subsidiaries and no statute in any other company: "Athens Exchange Clearing House"(ATHEXCIear) which provides clearing services for trades executed on the markets operated by ATHEX (Securities Market and Derivatives Market). "Hellenic Central Securities Depository SA" (ATHEXCSD) which provides the settlement and registry services for all trades executed on the markets operated by ATHEX (Securities Market and Derivatives Market). ATHEXCSD manages the Dematerialized Securities System (DSS), which is the electronic system for the book entry and monitoring of all transferable securities traded on the ATHEX markets. .;~ ,, liellen~c Exchanges —Athens Siock Exchange SA Athens Exchange Clearing House F~" } ..' Hellenic Ce~t~al Securities Depository ~..-~~'.. z ~~}~{~ ~Id(~t~d9 i s The "HELEX Group" has been renamed as "ATHEX Group" and comprises the following companies(see Appendix 1): • the Athens Stock Exchange(ATHEX)as the parent company; the"Athens Ex~hanr~~ ~lea~ir~~ Houss"(ATHEXCIea~), as a fully subsidiary company of the ATHEX; and • 1.2 the "Hellenic Central Securities Depository SA"(ATHEXCSD)as a fully subsidiary company of the ATHEX. Legal framework applicable to the Athens Stock Exchange The main la~nrs ~n~ regulations kh2t have govPrnPci the nn~~atip~g of t~,P AthPnS St~r_.k Exchange from its establishment until today, as well as the provision of investment services in Greece generally are as follows: • Greek Law 3632/1928 on "Stock Exchanges"; • Greek Law 1806/1988 on the "Amendment of the legislation about stock exchanges"; Greek Law 2324/1995 on the "Amendment of the legislation about stock exchanges"; • Greek Law 2396/1996 on the "Investments Services in transferable securities and capital adequacy requirements for the investments firms"; • Greek Law 3152/2003 on the "Establishment and oversight of stock exchanges and regulated markets". The enactment of this law resulted in the ATHEX being divested of all regulatory responsibilities it had until then (in relation to approval of listing prospectusesj, which were transferred to the Hellenic Capital Market Cornrnission ~,,~ , n ~l. j•-`: `~ ,~,,; ' . / ATNEX (hereinafter "HCMC"). HCMC is now the competent supervisory authority for financial services in Greece, as set out in more detail in section 3 below; • Greek Law 3371/2005 on the "Minimum requirements of transferable securities for admission to trading in regulated markets". This law has fully implemented the EU Directive 2001/34/EC on the admission of securities to official stock exchange listing and on information to be published on those securities; • Greek Law 3401/2005, as amended by Greek Law 4099/2012, on the "Prospectus to be published when securities are offered to the public or admitted to trading". This law has fully ir.,~plemented the relevant EU Directive 2003/71/EC, as amended by Directive 2010/73/EC (the "Prospectus Directive"); • Greek Law 3606/2007, which implements the EU Directive 2004/39/EC on Markets For Financial Instruments(the "MIFID Directive") that governs the provision of investment services in financial instruments by investment service providers in the EU as well as the operation of stock exchanges and alternative trading venues. The law 3606/2007 replaced and superseded the majority of the provisions of the Laws 3632/1928, 1806/1988, 2396/1996 and 3152/2003 and constitutes today the main legal framework covering all aspects of the Greek capital market and the provision of investment services in Greece. • Specifically, under the Greek Law 3606/2007, the functions and obligations of the regulated markets and their operators(such as ATHEX)are outlined below: • To provide all information about the types of businesses and the organizational structure necessary to enable the competent authority to satisfy itself that the regulated market has established all necessary arrangements to meet its obligations under the Greek Law 3606/2007; • To have arrangements to clearly identify and manage the potential adverse consequences for the operation of the regulated market and its participants of any conflict of interest with the rules and principles of the regulated market, its owners or its operators and the proper functioning of the regulated market and in particular where such conflicts of interest might prove prejudicial to the accomplishment of its functions; • To have appropriate internal structures and procedures to manage risks to which it is exposed, to implement appropriate arrangements and systems to identify all significant risks to its operation and to put in place effective measures to mitigate those risks; • To have arrangements for the proper management of the technical operations of the trading system, including the establishment of effective contingency arrangements to deal /mitigate with risks of systems disruptions; • To have transparent, non-discretionary rules and procedures that provide for fair and orderly trading in securities and to establish objective criteria for the efficient execution of orders; • To have effective arrangements to facilitate the efficient and timely settlement of the transactions executed under its systems; • To have available, at the time of authorization and on an ongoing basis, sufficient financial resources to facilitate orderly functioning of the exchange, having. regard to .~, •;~.: w. Y` the nature and extent of the transactions concluded on the market and the range and degree or` risks fo which 'the market is exposed; To have clear and transparent rules regarding the admission of financial instruments to trading, which ensure that any financial instruments admitted to trading are capable of being traded in a fair, orderly and efficient manner and, in the case of transferable securities, are freely negotiable. In the case of derivatives, the rules shall ensure that the design of the derivative contract allows for its orderly pricing as well as for the i iaiiii8ii,ii.g of c~ciiiVc Sctiiciiiciii GOii'~ililviiS; i • To establish and 'maintain effective arrangements to verify that issuers of transferable securities admitted to trading on the regulated market comply with their initial and ongoing obligations as well as disclosure obligations; • To establish arrangements to assist its members or participants in obtaining access to information that has been made public under European Union law; and • To establish the necessary arrangements to regularly review and assess compliance with the requirements of the financial instruments that are admitted to trading. • Furthermore, Greek Law 3606/2007 governs the authorization of regulated markets, clearing houses and central security depositories operating in Greece. In compliance with these provisions: • Athens Stock Exchange has been duly licensed to operate the Securities Market and the Derivatives Market, as market operator under the MlFID Directive; • Hellenic Central Securities Depository(ATHEXCSD) has been duly licensed to operate the Settlement and Registration System for the Securities Market and the Derivatives Market of ATHEX; and • Athens Exchange Clearing House(ATHEXCIear) has been duly licensed to operate the clearing system for the Securities Market and the Derivatives Market of ATHEX. The licenses of ATHEX, ATHEXCSD and ATHEXCIear have been granted by the Hellenic Capital Market Commission, as the competent Greek regulator (see Section 2 below). 1.3 Management of the Athens Stock Exchange The Athens Stock Exchange has an experienced management team, a successful track record of operations and sufficient financial resources. The General Meeting of Shareholders is ATHEX's highest governing body and is responsible, among others, for the election of the members of its Board of Directors("Board of Directors"). The procedures and rules of convening, participation and decision-making by the General Meeting of Shareholders are stipulated in the Articles of Association in alignment with the corporate Greek Law 2190/1920. ATHEX is managed by its Board of Directors, which is composed of thirteen (13) members(two executive, six non-executive and five independent non-executive members). The executive members manage day-to-day operations of ATHEX and monitor the management of its corporate affairs. ✓"":~ ~ (~,`~, ATNEX ~~.Ii.Y.. ..i li! ~ Yl.i i(i. '~~ The non-executive members constitute at least 1/3 of all members of the Board of Directors and charged with the promotion of corporate matters, the supervision of the management and the setting of the company's strategy. There are at least two (2) independent members of the Board of Directors who are nonexecutive directors. As non-executive directors, they are charged with the promotion of corporate matters. Their character as independent members means that they express their opinion and judgment on corporate matters in an unbiased and independent manner. The Board of Directors is responsible and accountable for monitoring the directors and any other persons authorized by mandate or power of attorney when carrying out their duties on behalf of ATHEX. The Board of Directors meets at least once a month. All members of the Board of Directors are professionals experienced in the Greek investment community and mainly represent significant Greek corporate entities, such as the Bank of Greece, the major private Greek banks and securities firms. The Chief Executive Officer, acting solely, is entrusted by the Board of Directors with the regular management of ATHEX's affairs, representing and binding ATHEX in dealings with counterparties and authorities of any kind. The CEO's is empowered:(a) to represent and bind ATHEX in dealings with any public, municipal and judicial authority as well before any third person of public or private law;(b)to appoint ATNEX's personnel; (c) to negotiate, enter into, amend, and terminate any type of contract, including employment contracts, equipment maintenance contracts, purchase or sale of equipment, leasing and rental agreements;(d) to appoint lawyers to represent ATHEX before any court of any instance and jurisdiction as well as before any administrative or tax authority. The Chief Executive Officer (Mr. Socrates Lazaridis), the General Operating Officer (Mr. Dimitris Karaiskakis) and the Deputy General Operating Officer (Mr. Nikos Porfyris) have served in senior executive positions in the ATHEX Group (as defined below) for the past 20 years. The Board of Directors may assign specific duties to special• committees, which meet on a regular or ad hoc basis. The Board of Directors has created the following committees: (i) Stock Markets Steering Committee The Stock Markets Steering Committee (the "Steering Committee") has been established under the ATHEX Rulebook (available on the following website http://www.helex.gr/athexregulations), in order to facilitate the operations of ATHEX's regulated markets. The Steering Committee consists of: three executive members who are selected from the ATHEX Group members and six members who are selected from persons with professional experience associated with the stock exchange markets. The Steering Committee's members are appointed by the Board of Qirectors. The Steering Committee operates in accordance with an internal operation rulebook which specifies the Steering Committee's powers, the quorum and decision-making procedures and procedures designed to deal with conflicts of interest. The Steering Committee informs the Board of Directors on a quarterly basis on the actions performed during the previous quarter. The Steering Committee has decision-making powers and is competent to issue decisions on any matter related to the membership of the ATHEX markets. listing and trading of financial 7 •~; ~: ~~~~~~ instruments on the ATHEX markets, issuers' disclosure obligations, imposition of measures against the ATHEX members and listed companies as well as the amendment of the ATHEX Rulebook and the issuance of resolutions in the implementation of the ATHEX Rulebook. (ii) Audit Committee The primary responsibility of the Audit Committee (the "Audit Committee") is to supervise the quality and integrity of the accounting and auditing procedures of ATHEX and policies as well as the processes by which the financial statements are produced. The Audit Committee has three (3) members, is chaired by an independent non-executive member of the Board of Directors and has two non-executive members of the Board of Directors, one of which is independent. The main responsibilities of the Audit Committee are: • Supervision of the internal audit deparkment; • Supervision of the external auditors; • Supervision of the financial statements; • Supervision of the auditing mechanisms. The Audit Committee meets a minimum four times a year, i.e. every quarter, at the request of the chairman of the Audit Committee. The Head of the Internal Audit Department as well as any member of the Audit Committee has the right to call an extraordinary meeting of the Audit Committee, if deemed necessary. Non-members may participate in the Audit Committee meetings, such as the Chief Executive Officer, the Head of Internal Audit, the Director of Financial Management and external auditors, among others. These non-members have no right to vote on Audit Committee decisions. At least twice per year, the Audit Committee is required to meet with external auditors without the presence of management. The Audit Committee must also hold separate meetings with management and the internal auditors. The Audit Committee reports to the Board of Directors on its activity at least once every quarter, either through minutes or through written reports. (iii) Nomination and Compensation Committee The Nomination and Compensation Committee (the "Nomination and Compensation Committee") is composed of three (3) members of the Board of Directors, of which at least two are independent members. The Nomination anti C~in~eiisatiori Cc~rnrnittee is chaired by an independent member. The main responsibilities of the Nomination and Compensation Committee are to: • Set ATHEX' policy regarding remuneration and other benefits of the executive management of ATHEX in order to comply with the principles of transparency and corporate governance; • Fns~irP that Pxer_.i.~tive manac~emPnt receives remuneration and benefits reflecting their duties and responsibilities; r~'~ ~n ~ Q ~~ -~ -.~% ATNEX ;:~::. .'i1. 1f(il l~. i Y;~i !!Il • Assess the performance of executive management during each fiscal year; • Align shareholder interests with those of the executive management and senior staff through regular or extraordinary benefits that are linked to profitability of ATHEX or return on equity reported by ATHEX; and • Propose to the Board of Directors persons deemed appropriate to succeed or replace the Chairman of the Board of Directors, the Chief Executive Officer or members of the Board of Directors in case of resignation or permanent inability to carry out their duties. The members of the Nomination and Compensation Committee are appointed, removed and replaced by the Board of Directors. Removal from the Board of Directors automatically removes a member from the Nomination and Compensation Committee. The Nomination and Compensation Committee meets at the request of its Chairman as many times as necessary in order to carry out its duties, but in any case not less often than once every calendar year. Each member of the Nomination and Compensation Committee has the right to call a meeting. The Nomination and Compensation Committee reexamines and revises its internal rules of operation on an annual basis. (iv) Strategic Investments Committee The Strategic Investment Committee (the "Strategic investments Committee") is composed of(3) members of the Board of Directors. Its main purpose is to determine ATHEX' investment strategy. Meetings of the Strategic Investment Committee require the attendance of the Chief Financial Officer, who has been appointed as administrator of the cash assets of ATHEX. The Strategic Investments Committee reports to the Board of Directors. Its main responsibilities are to: 1.4 • Determine the short term and the long term investment goals of ATHEX; • Monitor the implementation of policies; and • Draft reports to the Board of Directors at regular intervals detailing the results of the investment policy and describing possible deviations from the set goals and performance. List of functions of the Athens Stock Exchange set out in its Articles of Association ATHEX's objectives are set out in Article 2 of its Articles of Association: • The main objective of ATHEX is to, directly or through its subsidiaries carry out activities associated with the support and operation of the regulated capital markets and to provide such services to third parties; • To manage and operate the securities and derivatives market and the financial instruments market in Greece or abroad. • In order to achieve those objectives, ATHEX may carry out any activity associated with: • The design, set up and operation of any market in securities, derivatives or other financial instruments; n r 1 • The determination of the rules and procedures for the operation of markets, • The admission to trading in the markets of any financial instruments; • The determination of the prerequisites and requUements for the admission to trading in ;he markets of financial instruments; • The monitoring of transactions and operations in the markets. The performance of any statutory, supervisory, regulatory or disciplinary duties and prerogatives pursuant to the applicable laws and regulations; 1.5 • The development, operation, maintenance and use of systems and applications for, and in connection with, the trading on financial instruments, compilation and distribution of market data and the clearing and settlement of transactions; • The provision of educational services with respect to the markets, the financial instruments and the clearing and settlement systems; • The distribution of information through booklets and other media, the use of advertising space in its publications or other media and the promotion of instruments and activities of ATHEX in Greece and abroad; • The establishment of branches in Greece or abroad and the entrance into joint ventures with other legal entities or other enterprises engaged in one or more of the activities referred to above; and • The guarantee of the obligations of its group of affiliated companies and providing administrative services to them. The Markets of the Athens Stock Exchange (a) basic characteristics of the ATHEX Markets The main function of the ATHEX is the operation of the Securities Market and the DFrivatives Market. Both markets fall within the meaning of a "regulated market' under the MiFlD Directive. The Securities Market and the Derivatives Market are the only markets operating in Greece for trading in securities and derivatives that are open to the public. The regulated bond market called "HDAT" operated by the Bank of Greece is only open for wholesale trading among credit institutions. The Securities Market and the Derivatives Market are included on the European Securities and Markets Authority's official list of regulated markets operating in the European Union. The financial instruments traded on the Securities Market are shares, Greek depository receipts, warrants, government and corporate bonds and ETF units. Futures and options (currently only on shares and indices) are traded on the Derivatives Market. Furthermore, ATHEX also operates an unregulated "Alternative Market" which is a "multilateral trading facility" within the meaning of the MIFID Directive and, therefore, has less stringent listing requirements than the Securities Market. ~Y ~ I1 / ~n l~ `'~ arHEx (b) Listing Standards of the Securities Market (Official List) As a regulated market, the Securities Market operates in full compliance with the following European Directives: • Directive 2001/34/EC on the admission of securities to official stock exchange listing and on information to be published on those securities, as fully implemented by Greek Law 3371/2005; • The Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EC, on the prospectus to be published when securities are offered to the public or admitted to trading, as fully implemented by the Greek Law 3401/2005 as amended by Greek Law 409c/2012); • The MIFID Directive (Directive 2004/39/EC on Markets for Financial Instruments). The Securities Market has the following five(5)segments: • The Main Market Segment for ordinary and preferred shares; • The Fixed Income Securities Segment for bonds (including government bonds, corporate bonds); • The Depository Receipts 8~ Warrants Segment; • The Exchange Traded Funds Segment; and • The Structured Financial Products Segment. There are also special segments associated with the trading activity and the compliance with the continuous obligations of listed companies: • The Special Surveillance Segment; • The Low Free Float Segment; and • The Under Delisting Segment. The listing requirements and prerequisites for each segment are set out in Section 3 of the ATHEX Rulebook as follows: 1. Main Market Segment The listing requirements for the initial admission to trading of shares on the Main Market Segment, where the main trading activity of the Securities Market takes place, are stipulated in Greek Law 3371/2005 (articles 3-5) and Section 3 of the ATHEX Rulebook and summarized below: • Published audited annual financial statements in accordance with a set of generally accepted accounting principles for the three years preceding the application_ Issuers established in a member state of the European Union shall use IFRS, while issuers of 11 N. iF t _, other countries may use other generally accepted accounting principles deemed equivalent to the IFRS, such as US or Canadian GAAP; • A free float of at least 25% of the share capital to:(a)at least 300 persons(each person holding less than 5°/o) or (b) even 219 common and 10 preference stocks of 219 issuers: (216 Greek issuers, one Swiss, one Belgian and one Cypriot), three (3) warrants, ~, three (3) corporate bonds, o twenty three (23) Greek Government bonds and o three (3) exchange traded fund units • 9erivatives Market: there are 2f: share futures, six (6) share options on Greek shares, one (1) index future and one (1) index option on the FTSE/ATHEX Large Cap Index admitted to trading. • Alternative Market: stocks of fourteen (14) issuers admitted to trading. Atl financial instruments listed on the Securities Market and Derivatives Markets are published in the Daily Official List which is available on the following website: http://www.helex.grlweblguesUinfo-markets-activity-publications-dol. The following table sets forth the key statistics relating to the Securities Market (see Appendix 2): Market capitalization Average daily trading As at December 31, 2015 As at April 28, 2016 €46.8 billion €42.0 billion €85.7 million €68.3 million 192.9 million shares 120.6 million shares 243 233 10,303 billion 56 million value/turnover Average daily trading volume of securities Number of listed companies (Main Market +Alternative Market) Capital raised through the market Further information is provided in the ATHEX Market Profile attached in Appendix 2 hereto The ATHEX fees for listed companies are included in the "ATHEX Resolution No 24 Fee Schedule for the Securities Market and the Derivatives MarkeY', which is available on the following website: http:/Iwww_he~ex.gr(h~lex~.rice_pali~ (d) Investor Protection Status of the ATHEX Markets ATHEX markets operate within a regulatory framework that meets internationally accepted standards in relation to investor protection. disclosure requirements, corporate govErnance aricl market integrity. ,~ !/~J ~ n ~y~~.,., l~ ~..; ATHEX With regard to the disclosure requirements, Greek Law 3556/2007 has fully incorporated the European Directive 2004/109/EC regarding transparency of information about issuers of securities(the "Transparency Directive"). An issuer whose shares are admitted to trading on the Securities Market must: • publish periodic financial information: o unaudited interim financial reports; o semi-annual financial reports reviewed by a certified auditor; and o audited annual financial reports; • disclose, without delay, any new facts taking effect in the company's operations in the event that, due to their impact on its course of business, assets or earnings, they are likely to significantly influence the price of its securities; • disclose share buyback programs and share option programs; • publish information on the annual general meetings, dividend distributions and issuance of new shares; and • announce changes in major proportions of voting rights. All disclosure and announcement requirements for regulatory and non-regulatory information by issuers are effected through the fully-automated Hellenic Remote Messaging System (HERMES) operated by ATHEX. HERMES is the only central storage system for regulated information in Greece that complies with the Transparency Directive. Under the Transparency Directive, as operator of HERMES, ATHEX is responsible for monitoring corporate disclosures. HERMES is connected with the regulator's systems and securities may be delisted if the issuer fails to comply with disclosure requirements. With regard to the market abuse(insider dealing, market manipulation and front running), Greek Law 3340/2005 has fully incorporated the European Directives 2003/6/EC, 2003/124/EC and 2003/125/EC regarding market abuse(the "Market Abuse Directives"). In order to prevent insider dealing, every issuer whose securities or derivatives are listed on an ATHEX market, must inform its employees that they are prohibited from abusing insider information and must take organizational measures to prevent the abuse of insider information or its disclosure to third parties. Any person considered an insider(a person who due to his/her occupation, profession, duties or participation in the capital of an issuer has access to confidential information) who, in securities dealings, deliberately takes advantage of specific confidential information related to securities or issuers, which may considerably influence the price of securities if made public, either buys or sells such securities, or recommends the sale or purchase to a third party, or passes on information as described above to a third party without having been instructed to do so, in order to gain pecuniary benefit for him/herself or a third party, shall be punishable by a fine of not more than two million euros. Moreover, in accordance with article 10 of Greek Law 3340/2005(implementing the European Directive 2003/6/EC), the issuers of shares listed on ATHEX must disclose, without any delay, any privileged information related to them as specified by HCMC Rule 3/347/2005. ~n n '~ , According to the provisions of article 2, paragraph 1 of HCMC Rule 5/204/14.11 2000, all companies whose shares are listed on ATHEX must immediately confirm, or deny, any unverified information that might materially affect the price of their shares.. clarifying at the same time the current stage of the events to which the relevant information refers to Disclosure obligations are designed to protect investors and guarantee their confidence in the accuracy and ob~ectivitV of stock market information. Moreover. these provisions are designed to inform investors and protect them from any consequences on the financial position, and financial data of the company, which may be caused by events such as changes in business activity, or the omission to deny or confirm unverified information, or rumors, or the leakage of information about impeding developments pertaining to the company's business activity, which might affect the prices of its stock. With regard to corporate governance, Greek Laws 2190/1920, 3016/2002, 3693/2008 and 3884/2010, as well as the decision 5/204/14.11.2000 of the Hellenic Capital Market Commission provide the relevant internationally accepted principles to be adopted on a mandatory basis by all companies with securities listed on ATHEX, such as: • Members of the board and any third party assigned responsibilities must promptly disclose to the other board members any conflict of interest which may arise in the course of their duties; • Members of the board and any third party entrusted responsibilities is prohibited to pursue personal interests against the interests of the company; • The board of directors consists of executive and non-executive members. The number of the non-executive board members should not be less than 1/3 of the total number of the board members. Among the non-executive members there should be at least two (2) independent board members; • The independent non-executive board members may not, during their term of office, hold more than 0.5% of the share capital of the company and may not have a dependence relationship with the company or with any persons related to the company (e.g. to have a business relationship with the company or any affiliated company, or to be chairman of the board or CEO of the company); • Issues related to any type of remuneration paid to the managers of the company, the internal auditors and the general policy of the company's remuneration must be decided by the board of directors. The total remuneration and any compensation of the nonexecutive directors must be mentioned in a separate category in the annual financial statements; • The company must have an internal operation rulebook established by a decision of the company's board of directors; • The company must have a special internal audit department. Internal auditors in the performance of their duties shall be independent, not subordinate to any other department of the company and are supervised from one to three non-executive members board of directors. Internal auditors are appointed by the board of directors on a full-time and exclusive employment basis. Board members, managers and executive officers cannot be appointed as internal auditors. In the exercise of their duties, internal auditors may examine any hook, document. record, the company's bank 1 ~ .i n `~~._ ~` ,, ATHEX account and portfolio and have access to any service provide by the company. Internal auditors monitor the implementation and continuous compliance with the internal operation rulebook and the company's statutory documents and securities laws. They are required to refer to the board of directors any cases of conflict of interests of directors or managers with the company's interests. Internal auditors must inform in writing at least once quarterly the board about the audits and be present at the general meetings of Shareholders; • In case of a share capital increase with cash, the board of directors submits to the general meeting of shareholders a report, which outlines the investment plan of the company, an indicative timetable for implementation, as well as the way of use of any funds raised at the last increase if it took place in a period less than three years; • The company must have an investor relations department. With regard to the notification of the acquisition or disposal of major holdings, Greek Law 3556/2007 that has fully incorporated the Transparency Directive, stipulates that, when a shareholder acquires or disposes of the shares of an issuer that have voting rights and are admitted to trading on a regulated market, such shareholder must notify the issuer of the proportion of voting rights of the issuer held by the shareholder as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5 %,10 %,15 %,20 %,25 %,30 %,50 %and 75 %. Finally, with regard to, Greek Law 3691/2008 on Anti-Money Laundering has fully implemented the European Directive 2006/70/EC. The Athens Stock Exchange, as a listed entity itself, is subject to and in fUil compliance with all obligations arising from the laws discussed above. ATHEX, in its capacity as a listed company itself, is supervised by the Hellenic Capital Market Commission for its compliance with the above laws. 2. ASSOCIATION WITH A GENERALLY RECOGNIZED COMMUNITY OF BROKERS, DEALERS, BANKS OR OTHER PROFESSIONAL INTERMEDIARIES WITH AN ESTABLISHED OPERATING HISTORY Membership in each ATHEX market(Securities Market and Derivatives Market) is acquired in accordance with the provisions of the ATHEX Rulebook, which sets forth the same membership conditions for both ATHEX markets (e.g. common organizational requirements, the same minimum equity, common documentation). Membership in each ATHEX market is acquired upon approval by ATHEX of the candidate member's application which can refer either to both markets or one market only. According to the ATHEX Rulebook, persons eligible to become trading members in any of the ATHEX markets are only local or international investment services firms ("ISF") and credit institutions that fulfill the following conditions: • They are duly licensed by the competent regulator of their home jurisdiction to provide investment services relating to the orders execution on behalf of clients or/and for own account. They: a) have their head office in Greece, orb)have a branch office in Greece. Remote membership can be obtained only by an ISF or a credit institution established 71 ;• ~~. ; ~n a Member State of the European Union or the European Economic Area provided that it has appointed a process agent in Greece; They must meet the share capital and capital adequacy requirements of Greek Law 4261/2104 fully implementing the European Directive 2013/36/EC on the capital adequacy of investment firms and credit institutions. These requirements must be met at the time of acquiring the member's status and continue to apply as long as the ISF operates as a member The minimum equity capital for a Greek trading member executing clients' orders only is €125,000 (or €730,000 if the member also trades for its account); They must maintain an appropriate and adequate organizational, operational and.. technical financial infrastructure as well as suitable control and security mechanisms for the electronic processing of data and internal controls. In particular, each member must ensure. o the effective executive management of the risks it undertakes in the course of their activities in the ATHEX markets and the fulfillment of its obligations; e; the ongoing monitoring and fulfillment of its clients' obligations to them and of its own obligations to clients, with respect to the correct execution of all types of orders and instructions and the provision of comprehensive and adequate information to their clients concerning the execution of their orders; v the prevention of any conflict of interests, on the one hand between them and their clients, and, on the other, between their different clients, as wel! as to ensure the execution of orders received from clients on the basis of the most favorable trading terms; c; the monitoring of the orderly clearing of transactions they perform and the fulfillment of the obligations undertaken in relation to the clearing of transactions; o the monitoring of their clients' short selling positions in order to identify and timely address any clearing-related problems; and o the effective monitoring, executive management and fulfillment of their obligations towards the Competent Authorities, A7HEX, A7HEXCIear and ATHEXCSD. In order to become a member, the candidate must also have professional competence and expertise: it must appoint at least one certified securities trader for being eligible to enter orders in the Securities Market and/or at leapt one certified derivatives trader for the Derivatives Market. In all cases, the member must have an adequate number of certified traders, calculated in proportion to the range of transactions it will be performing in the relevant ATHEX market and its obligations to comply with the professional rules of conduct. A member must ensure that a certified trader is present for the entire duration of trading sessions of the relevant ATHEX market. A certified trader must have professional competence evidencing his adequate knowledge of the rules and technical procedures that govern the operation of ATHEX and its markets. Moreover, fn order to participate in an ATHEX rnarkel, the rnernber should ensure proper clearing and settlement of all transactions: the member ~fiould either act as a "Direct Clearing '~,I ~~ ~ _ `/ i ~. „~ ~ ~ :} l~ ,~; ATHEX Member"(as defined below) in the ATHEXCIear System through which the relevant ATHEX market transactions are cleared, or have transferred the clearing of ail its transactions to a "General Clearing Member" (as defined below). An ATHEX trading member, either in the Securities Market or in the Derivatives Market, must act as a: (i) "Direct Clearing Member", when it clears only the transactions executed by itself in its capacity as an ATHEX trading member; (ii) "Non-Clearing Member", when it assigns the clearing to at least one "General Clearing Member", who is a clearing member with an equity of a minimum of €3 million, entitled to clear transactions of other ATHEX markets' members. An ATHEX member, either in the Securities Market or the Derivatives Market, must disclose to ATHEX whether it acts as a Direct Clearing Member allon-Clearing Member. Additionally, the member must comply with any obligations applicable to the relevant ATHEXCIear Systems as specified in the ATHEXCIear and ATHEXCSD Rulebooks. Members are entitled to trade on behalf of their clients and/or for their own account. Members can also act as market makers/specialists in each ATHEX market upon a special approval by ATHEX for each market and in accordance with the technical standards set by ATHEX for each financial instrument with respect to the ask &bid spread, minimum volume of the quotes, time of each quote entry. The member and market maker statuses are personal, non-transferable and non-assignable. A member trading in the Securities Market has to provide clearing collateral to ensure the execution of trades, while members trading in the Derivatives Market are required to deposit margins for all binding positions. The ATHEX membership procedure is summarized below: • A candidate must submit a written application to ATHEX together with its statutory documents and their annual financial statements for the last two years. Submission of a membership application is construed as acceptance by the applicant of all provisions of the ATHEX Rulebook as well as of the relevant obligations relating to the requested membership; • The applicant must also submit to ATHEX a memorandum setting out the organizational, operational and technical/financial infrastructure and adequacy, to the mechanisms and procedures for trading, clearing and settlement, internal audit, risk management and the avoidance of any conflict of interest, as well as the monitoring mechanisms at its disposal for exercising the relevant activities. ATHEX may approve or reject applications for membership. Decisions of ATHEX rejecting applications for membership may be reviewed by the Board of Directors at the request of the applicant. ATHEX notifies the HCMC, ATHEXCIear and ATHEXCSD of every membership approval granted to an ISF. As of April 28, 2016, the ATHEX markets had the following trading members (see Appendix 3): ~~ -,~; .. C „ _~ ;r~,_ ~,~ ~ ~~,. • Securities Market: 54 trading members (38 local securities firms including all major Greek banks and 16 international-remote members -from UK and Cyprus- such as Citigroup, BoA Merrill Lynch, UBS, Deutsche Bank, Credit Suisse); • Derivatives Market: 34 trading members (28 local and 6 international- remote members). The membership fees are stipulated in the "ATHEX Resolution No 24 "Fee Schedule for the Securities Market and the ATHEX Derivatives Market" which is available on the following website: http://www.helex.gr(helex-price-policy. You can also find on that website the relevant Trading &Settlement Fee Tables. For the entire duration of their membership, members in any ATHEX market, must, according to the ATHEX Rulebook, comply with the following ongoing obligations: ~~ ,i - ~A ,~ . :r. \~,, a dynamic limit of 3°/o. Since October 1, 2015 AVIM, will be deactivated for trading in shares on the Main Market Segment in the following situations: c~ At the end of each trading day, a check of the closing prices of the shares will be carried out, for the last three trading sessions. Since the closing prices of the stocks during the aforementioned check period remain below the price of 0,05 euro, the AVIM of those stocks will be deactivated, two working days after the day of the , check. v For the shares for which AVIM has been deactivated, the maximum daily fluctuation limit of prices, will be based on a progressive scale ± 10%, ± 20%, ± 30% on the start of day price of the security (reference price), for all the trading sessions until the next regular (monthly) calculation of the AVIM activation (namely, if buy orders to the ceiling or sell orders at the floor, remain unexecuted at the best buy or selling prices(Best Bid Offer - BBO)for fifteen (15) minutes, the daily price fluctuation limit will be extended to ± 20% and then to ± 30%). c• In case the closing prices of those stocks remain above €0.05 in all trading days of a whole calendar month, then the AVIM will be reactivated. In order to evaluate a stock under the aforementioned criterion, it must have participated in, at least, 10 trading sessions in the calendar month. 'i7 ~~ ~` v, i..~rt~~ :`~ t l For the shares traded on the Main Market Segment but which belong to the low velocity category, no progressive scale limits will apply and the maximum daily fluctuation limit of prices is set to ± 10%. In extraordinary or emergency cases, especially when there are significant changes in market data (ind~cat~vely in the prices, volume ofi transactions) or when the smooth funciion of the market is disrupted. the Market Operation &Member Support Division of ATHEX can, upon the approval of the Cryairman of the ATHEX Board of Directors, change the abovementioned percentages for a certain period of time that it deems appropriate. A real time pre-order risk management model, based on credit limits guaranteed before the beginning of each trading day, is also applied. ATHEX may suspend trading in a financial instrument where, in the opinion of the ATHEX: • a financial instrument no longer complies with the listing requirements; • a listed company does not fulfill the disclosure obligations in the event of back door listing/reverse takeover; and/or • there is a provisional lack of orderly function of the market that may cause significant damage to the investors' interests. 7. AN ORGANIZED CLEARANCE AND SETTLEMENT SYSTEM 7.1 Clearing All trades executed on the ATHEX regulated markets(the Securities Market and the Derivatives Market) and the ATHEX multilateral trading facility (the Alternative Market), are cleared by the ATHEXCIear, anon-listed company, 100% subsidiary of ATHEX. AthexCiear carries out the following functions in the ATHEX markets: • Undertakes the clearing of transactions that take place on ATHEX as Central Counter Party ("CCF'"), • Supports the stock lending mechanism of ATHEX; and • Provides risk management services and implements models for risk monitoring. ATHEXCIear operates with clearing members that undertake the risk arising from their clients' transactions on the Securities Markets, the Derivatives Market and the Alternative Market. Clearing Member capacity can be acquired by credit institutions or investment firms with and are licensed for the safekeeping and administration of financial instruments. Only EU credit institutions or EU investment firms can be accepted as remote clearing members under conditions. ATHEXCIear operates two separate clearing systems, one for the Derivatives Market and one for the Securities Market. Each clearing system has its own clearing members and a default fund. `( ~{.,^. ~. ATNEX _..t;i;, ;~ is ~.~,r~;;y Cash &Derivatives Central Securities Markets Clearing Depository Page 2 ~' .J'~C~i ~~V~~~1 JLI~VL~1l n— . __ By Investor Type --___ fay Ci~l~i~L~~y of O~~i~iii Internationallnvestors 57.0% Greece 43.0% i_oca) Retail investors 16.6% USA 17.4% '~' Luxembourg 12.1% Local institutional Investors 14.9% Local Banks 7.5% A"fHEX Group Members 1.1% Treasury Stock 1.6% Other investors 1.0% Mana~ei~ent Team 0.1% Cayman islands 8.6% c United Kingdom 8.4% ~ ~~ Norway 1.6% Canada 1.1"/o France 0.9% International Investor Participation. 63.0;{ ii.S i4. . ..._ FiLR95 50 :~,._ 16t2~ 20UU ~.._ _ S~i59e .~~'- ­ i. t'.; ;3.4°5 57.Oi= :x)13 1014 201 2011 ...,,.0:. 1.5.S v. ' 1 20Qa 2Uu4 2005 101Ri LUQ! LQIO tUll ~urce : ATHEX Group, April 28'" 2016 www.Athezerouo.er ~.af+r iys Y k~•. 7012 Size ~ vrowtn Cash Market A7HEX Marl~~ 3 59.0 57.9 SbA 54.1 r s~~ r 5i 0 50 C. 4&A q[.3 454 d1.4 4?.0 37.4 33.9 31.3 26.9 2S.A 32.1 ?7.8 24.3 zn{ Ql , Q2 ~Q3 2010 Ql Q4 I Q2 ? Q3 ~ Q4 2011 Banks Mkt Cap ~~~~~~~i ~urce : ATHEX Group, April 28'" 2016 www.Athexeroup.er Q1 ~ 42 Q3 2012 Q4 ! Ql q2 i Q3 ? Q4 2013 Ql Q2 ~ Q3 2014 •Ex - t3anks Mkt Cap n~i~ Q4 Q1 Q2 Q3 i 44 I Ql Q2 43 ~ 2016 2015 Q4 ■ ATHEX Market Cap Pdge 4 Investor Participation ~;~h nY a~ ~:~~ G0. 51 50.5 5~ 4 an 50. ~~, ;15.3 4E.5 r 1~0 a.:~ _ ice_---- . _ ...1L _ ~ .... _ 13 3 13.? 1?..3 L3.5 _ 7.6 ------. _` 5.6^ -----------zoo6 zaa~ — —Local Retail -. 6.6 zoos 6.4 X009 6,3 6.1 zoo zoii —.—Local instrtutionai ._. 5.6 zaiz —_—inte~~nationat zaia k5Q .2~..~ ~. 7.3 _ \. 6g ~! 6G 14.: ,~`, ~?~ ,~,:.,, _ .._...... ~~ ~ ~ .- -, _ 6.0 ~.~—__ zoia zois -{;~-~Pui~lis Sector -.• 1.a zaie -t.r-ti.f.S.F. iurce : ATHEX Group (AxiaNumbers publication), April 28'" 2016, HFSF =Hellenic Financial Stability Fund www.Athereroup.er Page 5 :iii. - .., ~'1c;. Trading Activity Cash Market ,~ Average Daily Trade Value ~ 3, :~.- ~ a ~i 56.6 51.9 82.5 -~ ~'~ ',~ '~ 127.1 85.7 6S 3 ,~ c4._ '1.7 ~, r Q~Qz;Q3~QaQ~~aznalQalnriQz;Qa~Qaa~~Qz~Q3Q~IQ~~QzQ3 IQ4 zoio Zoiz zoii - Banks u Ii:x~Hanks i zoi3 zoia ■ A.E):i.V. {Yov~ zoie zois Q~IQz~43~44) ~~z~;Q~~ga~Qaj -. n.o.r.v.(cia>q1 ~urce : ATHEX Group, April 28'" 2016 Page 6 www.Athexerouo.er w Investor Participation '` ss. ~+! 7 5.'~'~ 50.7 :;7 3 w i6.3 2D06 i5.1 2Q67 ~..~--i. `--------'_"Y'`—~" 20.7 ~~~r ., 22.5 17ly----L.~ ~~.. . Lj.2 ~ l~.i BOOS 20Q4 2010 2Q11 — —Lc~­ r~i i»stitutional —Lo[a(Retait 2012 2013 16.3 16.0 2014 1~i.0 2015 2616 --=--International ~urce : ATHEX Group (AxlaNumbers publication, April 28'" 2016 www.Athe~rouL.gr ~~' - ~ ,: Page 7 European Peers Market Capitalization vs GDP —+?—EuroD2an Peers —:7—ATNE% ,, ,., :.r. 73.1 60.:. Sa.o 77.6 ~ ~. ~.~~ 4)A 3: ~..g 47 s f7+i 2001 2002 2003 2004 ZUUS ZU06 21U3 2lk)7 _ 2UIT? 2010 ~ 2t:3 t ~~ ... _ 2000 : 33 ,(~_ _ `'v.~ ... ALU - ?u.6 FA: 2(tll 2Q12 2013 1~.~ 25.7 2014 2015 2016 Turnover Velocity yo.s wis /q.9 -•~D--European Pees -~O—ATHEX '- 3`i ~'~ 72.4 T6.1 73.3 72S (utS S7.s ti`~.~ f>3.fi ~.b Ci..l :.t: 2000 19.9 31.9 l).0 ia.a 3~~. ~; 2001 2002 2W3 2004 20Q5 20tH ... ~ - '~. 2W2 2UU7 2009 ~.. 2010 (i0L' 2011 in.i 30.3 2012 2013 2014 jait 2015 Sf.9 2016 ~urce : FESE Members Data, March 31" 2016 www.Athezerouo.er Page 8 :- y 5 Capital Flows C~~?~ ~~;~ri:et __ __ _ _ Q- Q3 1 ~~~ ' -35i; -1.08 -3,543 ! j 2006 2007 ! X008 20D9 2010 2011 ~~12 2013 2Q14 Q1 Q4 ?015 j Q1 Q2 Q3 QA 2016 ~urce : ATHEXGroup (AxiaNumbers publication), April 28'" 2016 www.Athexgroup.~r s "i:,r Page 9 ~. Turnover Drivers Trading Revenues ___ Breakdown Cash Mark 7 Qzriva Lives Market Revenue 2015 ___ ~~a ~ Total '15 -'14 2014 16.2% 3ding 5,691 9,36 wring 21,078 17,563 31.6% -3t•" ttiement I,5o7 1.54 4.Swo 1~~.2;, =hange Services 5,892 6,924 16.8% 14.9` rpasitury Semites 3,211 3,792 9.1:% t, 168 296 OS% -a 3.Z°' ~t3 Feed 3,354 3,627 x.696 7.5,`.5 Services 306 309 0.9% -iA°h venue from Re-invoiced Expenses S4t~ 1,014 2.4% , : 17.". ~w Services(XNET, KPCSE-SIBEX, IT) ~aringhouse Services 6.1SL ~s.as: ~s ~r>o 1~>>~ zou 13.6X 14.55: 33x ~~`+"° assx zais zoia zou 18J7i Gearing Revenues Breakdowr3 Derivatives Ma'kef `E ~. 1,919 1,658 5.~% her Services 904 SOS .'..8% tal Turnover 35,035 47,288 10[!.0% gulator Fee iHCMCJ -x,356 -2,155 ;7.1`.-- tal Opereti~ Rerrenue 33,679 45,133 -~5-~°- rcuntsin€:hcu=_andj 26.G": 3z•osc °-~ ~A.o~ ~~~~ tau 1ui ~ Cash Market ~~7i 12Sx ~asx 3aX 2.5% ~ui3 2014 2015 -25.9r; ~urce : ATHEX Group www.Athexerouo.er _ Page 10 Group Pr~c~ng Policy vn~{ii ~FCCj~iCi~ii'i ~i1 ~~,J ,`., ,. ,.. i`J{fib ZLNi! Lt W: f.J.66n: ObP] I.G02 0.475 O.7U7 0.752 0.539 0169 0.406 0357 Fee:,ea~:r= ~2 _:. =ar Ir,e,.:w:iy +:;a c.cr. iep.i.: s-: _:.- '~e:: =c, 7n, ..ec 0.175 0.126 Fee RMuc:~o~s impiemen:rem?~_5,?~±o;Aovi, 2312 and T013;Decj ~fes ~_z[hanged[o troth sides ~co~n Mrpartiest ees in[he derivatives market depend on[he product,the type of inrestor,She investo(s Iwel of activity a~W the 0«.~ _~_ .. 33 >4 54 50 iY f ~._' 95 i i _.~ tl.~: 7.4 . t 22.7 .. fir, 10 p.c~ 15.5 i.c? 11.6 0.:1 2010 2411 O Index Futures ~urce 2D12 2013 ■Options 262A Stoak Pueures 18.8 ~ 2015 2016 ~ Repos 2010 2011 2012 banks X013 7ai~i 2G15 2Q15 Ex-Banks DTI-tEX Group, Apnl 28`" 2016 ___Athe__xgrouggr ..+ .p si. ~~:' Page 13 h Key Financials Revenue &Expenses Analysis ~~~ Revenue & Exp_enses ,:~:c?~~dmg revenue &expense;:s,^i ^ew ai:rrr,i~s, ezduAmg fees ;,,;;CP.AC! T otal Turnover E xpenses vt Tu+nuv zr Natal Uv~•'~ting Exn ~~s es 5 3:1~ i S~J CQ,S l i;K 38.1% I&v l:}~>. . / 8.5 in.Y_. Z4.; .i /23.8% ELI 7/.s ~1.A li~.~ )i 1:17 wi«~ }t.1 li~(F! 7~~(ii 7i.`, _>0](1 1~,q ?OIt 18.; 1913 2012 2C~t~ LU3=, ~IIIIXGroup w w~v.4thexgro~~p.~;~ - ...~.,. ,.:..: 2:G1~i~.; . Page 14 ~~ r ~.,~'i~i vii'Jcij i:xy,:-~~,;~~~ti .:. ~ I91d 1015 ;. n Total '15 '14 ., ..~.r•~.: _~ y see °j.a1s eo.a 2e_ i 1' e'd3 1.3'6 !u: , ~~~~r. .~ ~.r~;r.ca:,;;n> 282 i34 1.7% _.e' ~'~I_`!''_' 3S3 _.. 1.Q3n b~ :~g Q4i~ .. 2pt5 51.7'n a7.3% .:~._n*s zoia >a~s ' ~ ie.; p +~c... Page 16 o Personnel Costs accounted for 51.3% of OPEX in 2014 and 51.9% in 2015 ~ Compound Annual Growth Rate (CAGR)-4.6% in the Number of Employees 2005 —2015 Reduction of ^'40% in the Number of Employees between 2005 — 2015 ~ Voluntary Retirement Scheme (VRS) implemented in 2012 Source : ATHEX Group www.AthexerouP.¢r .rf .,, a Pdge 17 Group Cash Position Grou~Cash &.Cash Equivalents Cash ~ Bn nds :1.` 1"_`. l.l.~ ■ Shdre Ro~N~lio .'..5 .~_._.. to lid ~ .~ua, rocs, zc~or zmo porn ~nrk zoii 2.8X. zni_> zoc+ zoia z~i —Cato vs Group taarket(ap ~.Marfret CaR S 1..fKW L 40.9`. 33.5% .. J 19.69; 1 31.fiY; 2636 ~ 15.8% ~~~n5 z+~o~ zou~ ~~~~~ zoio zoov zoos mii zoiz ions ~~ zoo 2t)15 wrce : ATHEX Group, Market Capitalization on Dec 31" unless otherwise indicated www.Athexe~oua.e~ Page 18 ~ •~~— 1 ad{ ~~~. Dividends :: _. _. z,;~: ~,.~: 4.S,s; 5.t~~ -- ;_: a ~~,i; znia leis zoin L.l~ .. 6.O 7, ~~.:*. 7.1Y! )01'i - ~y.,:.. pill 1011 7071 72ti F'agc 70 ~it1~P'iCic~~ iiidiC~~aiS ~, '~~, :~~ ,,~ 1.1'~ 6ti.S 86.7 40.4 62.7 76J 22.9°,6 78,4 151.5 6 0 23.6 ..'. •: _ .: 55.7. X4.6 ~5 ' dS ~ .-- - 32 ~ 84.2 232.9 127.8 43.2 55:5 ... 57.5 29.5 47.7 7E.1_ Apr . May lun 97.3 17.0 &9.8 52.0 q2 58.2 86.6 191.8 84.4 43.9 Hi fi8.3 101.8 Sso.o :.ti %+. ... , q~. 195 h5.0 -, ---41.1 3~.9 S 7.R 103:7 52.5 39 2 58.4 44,39(i ~a.n 95.0 .........46.5.._... _ ._ S1.Q 24.9 30.9 67.8 31.4 -32.. 101.3 _ -. 74.8--_...... 52:9... 24.1 4I,4 Aug 43.0 99S _. --4~_1----- 21.9 3~-= '4.1 21.6 23.2 Sep ~Q.1 99.8 53.0 53.; 71.4 53.3 35.3 82.6 Jul Q3- -.. p~ -. .............._36.4 37,2 35.6 lUU.2-- --.._-~=6--------79.0 1803 143.0 53.3........_.413__ 33.n x=3.6 44.6 ~-27.2 _-- -- - ---..._.--~ -----76.5 46.1 Nov 43.5 82.4 145.6 63.7 3.0 x.4.2 X0.9 75.3 sec 187.7 102.7 113.8 53.7 ~t's.fl 58.0 33 0 31 6 Q4 89.5 110.4 148.2 b6.4 30.1 60J 38.5.. l7J H2 68.d 105.2 97.7 50.9 39.5 50.8 32 7 61 0 85 7 127.1 86.6 51.9 6S.b 48.7 X11.6 5'1.4 Year 68.3 (f tnit.) ___~ _ t~4.b ^_ 5.f~`Ya ji~~ - i:•fi'Gifii ~urce : ATHEX Group, April 28"' 2016 www.Athexeroua.zr .. ~- Page 22 r _ .~'.;'~.'~rw;.. !Vl~~4~et C~p~~~l~~ataon 199E - ~~~~ ~~ i- ~ 1.. I 1996 1497 1998 1999 2000 20Q1 200 Nlkt C.a~~ B;;nkS. 2003 2D04 Ei.:ariks lV eij;:i[ 2005 2006 047 20x8 Mkt t.~ p ilx H.~~~ks 2009 2010 2011 2012 2013 2014 2015 2016 ■Mkt Cap ATHF!X iurce : ATHEX Group, April 28"' 2016, Mkt Cap at year-end shown www_Athexgrou~gr ~ ~ ~ Pdge 23 Trading Activity 1996 - 2016 ~~. f; 24°ju 33 ~ 21°+ x(195 14°c 21% 135= 18'.5 3li:i 3S`>- .It ... 49`': SS°': ..1": SO'.'i 49`h 31% 5456 57`tu b9°~u 2600 2001 2002 2003 2004 2005 2006 2007 200E 2009 2010 2011 2012 2013 201A 2015 2016 ~.g 1996 1997 1998 1999 AverageValur:i3anks BanksWei~ht r-Avr.~ragevaluc•F'K ~SJflIP. ■ATHFXAverage7radeValue ~urce : ATHEX Group, April 28"' 2016 www.Athexerouo.er Page 24 Trading Activity 1999 - Z016 ~: ~~r~1i?t~VES ~~r~~t 1999 2000 2001 2002 ■ Index E ~itwc^~ [403 2004 2005 2006 2007 2608 ■ Indt:x Opti~is titisck i-iitures 2009 2016 2011 2012 n Stock C>ptions 2013 2014 2015 2016 ■ IY9arket ~~= Heuus wrce : ATHEX Group, April 28`" 2016 ,: — www.At_h_e_xgro_up.gr `~. .. ~• ~ '.. ~ Page 25 ATHEX Share Y Trading Facts &Statistics ATtiEX Share Trading Statistics 372 24.0 327 30S gp'. 297 287 - ia~ 8.00 13.94 6~_ .._.. ; 2008 4.3~ .. ~. 4.65 ~ 5.30 «w~98 2015 2016 `'4.90 2009 2010 2011 2012 2013 - Average Daily Trade Volume —r­ ~--r ----r -- ----r- -r- --i- ._ $~.._,__. r_- ~- ~.,.__. 7.30 2007 .` 214 M pg (~^ 2006 290 286 2014 Close Pace r ,._.. Outstanding Shares 65,3F>8,563 Market Capitalization: €325.5m~1 Free Float: "' 80°!0 Turnover Velocity: 80.6% wrce : ATHEX Group, April 18"' 2016 Page 26 www.AthexgrouL.gr ~­ `~:- . CV L(i~i.1 n -ro Ti,iii"i~~ci c~i L~~i ~iiiir'ci~ ~, h .. 1;t 1.1 '; !•~3~;;~ S_ ..;e; ., ...._ Vie:. ~_, r t~i — ...s ... '- - ... r.. c_: ..~ _ iot~ti .. B.:E --F 5~~~9 id '13 ----- - — 19.7D p~ :7.:53 L.~'i i7.lti L.J2 3a,~5= 14.G~. ... _ Als:nt2n.~ncz r -T SuCPert ;r a ~ es,;v-. -. - - _ ,. _ 3'33 0.6?( ~.. ~ Bu;iiir~„'Equ~Grr~en; ki~na~emer~t :~: 7.7~ ..,. hlarf.er,n; e, ~]ve;[ s '; ExD?'~sc~ _ o - p.i', NarUcipaticn ;n rJrusrrzanons ..- ,_ t:.[°5 ~nsi~r.>n:~ e 2...~.,J nti _ 332 Q.7:K it >.13L . ~ ~... __.. .~5fi i.c~.. 3.5:~ t~Pe a..n; E~..~.rn,~, ,” ._.. 1.7.'5 Fc~ - _-_. :__ _ 4),2x4 8t.46e ]Q0.0?5 -.--= -- - 45,134 79,890 .. .-.-- ~ al Operaung Revenue 3.2':; _.?55 ;CS ~ _ _ 29G .,..E .... ~_y~x _i~___ ~.:_. - -.. _'7 E..... -,c7 al Turnovr: - 1~'7 3 ..1 - .. -~i3.5>f l.daa 1 i!'~~ - - ~- OtYicr caNenses _ _.; - ~_.. . ;oval Upera[in; Expenses So,9i{ !; :_' 35.3': Re •im:oi[e~iExpenses I.0'?1 1,715 2.2% 7j5 SU ~ 1.6n Expzr~ses from New Serr,:es (XNE7. LP L~:-S€BEX. ;T7 - - ~~ i ;tec _ -----~~~~ ~ ~ - ~ -_- 647 5n7 iA% 14,376 1~.3g9 A1.tM~ Npn Recurring EMpenszs Total Gperating Expenses {including new activities) -8.%°= i).'=: ~amcuc:;:n? :rouxara? ~urce : ATHEX Group www_Athe~,groupgr .....r'1~` ..ui' .. •~•' - Page 27 Taxation Main Taxes /Fees Shown :. Rates Continent Tax L065 L(x)6 ?Oi~7 2t)OF 2t)Ol L010 2011 20f2 2013 Z01~1 2015 2016 orporate Income Tax 3294 1yls ISN, 25% 25% 24'6 2016 209i 26X 26X 29X 29% due Added Tax (VAT 13's./lan t9°: lg~e 14°t 19?': Z1%j23% 23'.E 23% Cash Market 1G?e of trad~n~ rz~erw~ Utarcine cn 3f.`1= ?991) 5~ of rever.~~. from P.1'~.. ~ GFi ~j f its r,.ng en 3G 70 2007 Art. 1 f§414 pe~~;iun 54136!0'? 19':9 1;...:71:: Art i }f Decision a679a/8'2156P.0 lO:OC% Nt. 1 y47-~ Deci;~on :6730;9~ 903'15 ° :Ckr6 Art 79 Law 1559(19?i;A-167 7?b of ceverue Prom oea~~ng S se?t ~emenr jstartmg on 3D.11.1991) ~Ilenic Capital Market COfT1f11155100 f2B Derivatives Markel 5%af t.ad+ng avenue !,tart m€ ~n 15.9.2t)06j 39%oE revenue From ctearng ~. settirmeni (;tar[ing on 159.20D6) lappiicable rates are ~G~ of those 'or the cash msrket~ Withholding Tax (Dividends) ~ Tau on Stock Sales 1~» lvi:hhnldin~ tax) liT~F isbp (0.1596) Yt~6 21% 25?E 25% 10^.: S0~ 1.4.2~SI: 15np ~>29bq ~0.2Cw.+t Z~bp w '.pF'.e;[e t-.•ee~pr~.a:e ~rxaztr ~. t,~:h_re" No .apitul gains tax Capital Gains Tax L5"~ Page 28 www.Athexzroupgr .. ~.'~lql' _ . ~.... ~:~ ~~E~~i ~~~~~~ Profile of our Nlarket &our Group hltp:/Jwww.athex~r oup.;;r/ir A ~ p.+;;e Stnnmary doses iption of our Markst and our Group ATHEX Group Pricing Policy nTIiCX Rc~;oluuon 1~l ~l~ddin~;) hLtp_~~www_aLhex~roup.,;r/web/E;ucsl/helex pna~ policy F~~c', t,ihlc fPo,t b,~dinn) Summ~iry ~cr ,chedule tablo, A is Securities (Axia Numbers) wwH,-F~thexgroup.~;r(wi~b%f;ucst/into markets actnity ~ubhc~~liuns ~ixi~inumbrrti-~~~c - !UHEX pi~bl~c~~lion ~,ho~vin~ ~nv~>stor activity in [hr Cash market Federation of European Securities Exchanges WWW.f~S~.~U The srte contains useful statistics on most major European Exchanges, updated monthly World Federation of Exchanges www.world-exchan~s.or~ The site contains useful statistics, updated monthly Hellenic Capital Market Commission www.hcmc.gr The site of tt~e regulator w_ww.Ath_exgro~~r -, .:=.~~ ~~ ~~~.; >.; ~• .. Page 29 Financial Calendar -Contact Info financial Calendar Y2015Results londay Ntarch 21' :iioi6ResUitS Harry Antonatos, Deputy Director, Financial Control, Budgeting & IR Stelios Constantinou, Head of Investor Relations (IR) Department londay May 23'x' nnual General Meeting lednesday May 25"' ividend ecord Date: Wednesday June 1" z Date: Tuesday May 31" ayment Date: Monday June 6'n HELLENIC EXCHANGES -ATHENS STOCK EXCHANGE SA 110 Athinon Ave., 104 42 Athens, Greece pecial Dividend (share capital return) ecord, ex and payment dotes T6D Tel: +30 210 3366616 12016Resuits londay July 25`" www,Ath~~r_oup.~r Investor=Relation~Athex~roup~r Fax: +30 210 3366333 M2016Resu~ts tonday November 28'^ ISIN: G RS395363005 OASIS: EXAE Bloomberg: EXAE GA EXCr.AT Reuters: Disclaimer ;oadshows 'h Greek Investment Forum - NY fine 21-22,2016 1`^ Annual Greek Roadshow -London ~ptember 21— 22, 2016 www.Athezgroup.gr This presentation was prepared by Athens Exchange Group. Information contained herein has been obtained from company and external sources believed to be reliable, but not guaranteed as to its accuracy or completeness. Past performance is no guarantee of future results. This preservation is (or inforrnaUonal p~~~Poses and is not to be construed as an offer to sell or a solicitation to buy shares of ~THEX "' - +;.. - tit t .?t~4i:-......' -_. Page 30 APPENDIX 2 Market Profi Ie April 2016 Indices Performance -7.56% 42.0 68.3 •~` `: c ~-'t~os'te Total Market Capitalization (bil.) Daily Turnover in Equity Market (mil.) din 1,000 points coiYimon scale at 02/0 2,200 annual yield Xetra Day ATHEX Composite 2,000 1,800 Investor Participation in the Cash Market 1,600 (as % of total market capitalization exluding HFSF) 1,400 Y Local Institutional V Local Retail ~! Public Sector a International 1,000 8~ 5 1,200 800 i _._.__ _ __.. ........__ _ __.__. ..._........__ 600 Jan14 Ju113 Jan13 Ju112 Jan12 __ Ju114 Jai 1 Market Capitalization (RUS AV • AXON SECURITIES S.A. GREECE AX • UPII?EU KIHGI~OhI Ml • BANK OF CYPRUS PUBLIC CO LTD CvVRUS BANK OF GREECE GREECE BETA SECURITIES S.A. GREECE BNP PARIBAS SECURITIES SERVICES S.A. ~ CFS SECURITIES-INVESTMENT SERVICES S.A. • • ' • BT ~ GREECE CA ~ GREECE FS • • • CITIGROUP GL08AL MARKET LTD UNITED KINGDOM GREECE CREDIT SUISSE SECURITIES(EUROPE) LIMITED • • • • • CT • CS • • • GREECE COOPERATIVE BANK OFCHANIA • • GREECE CITIBANK EUROPE PLC GREECE BRANCH • ~ s BANK OF AMERICA MERRILL LYNCH CAPITAL SECURITIES S.A. G iradi~ag Mem6ei'S ID Coun[ry • • UNITED KINGDOM CYCl05 SECURITIES S.A. GREECE KY ~ • • D.A. TSEKOURAS SEC. S.A. GREECE TS • • • BULGARIA DS DELTASTOCK AD • C~ DEUTSCHE BANK S.A. ~- ~ UNITED KINGDOM D8 • DYNAMIC SECURITIES S.A. GREECE 6Y • • • EL. PETROPOULAKIS SECURITIES S.A. GREECE P7 • • • EN ESTINVEST S.A. ROMANIA EUROBANK ERGASIAS S.A. GREECE EUROBANK SECURITIES INVESTMENT FIRM S.A GREECE EB • EUROCORP SECURITIES S.A. GREECE EC • EUROTRUST BROKERAGE S.A. GREECE ET • EUROXX SECURITIES S.A. GREECE EX • G. A. PERVANAS SECURITIES-INVESTMENT SERVICES CO S.A. C j GLOBAL CAPITAL SECURITIES AND FINANCIAL SERVICES LTD ~ • • • • • • t • • • • r • GREECE PE • • • CYPRUS GC • • • GT • EA ~ EL • GUARDIAN TRUST SECURITIES S.A GREECE HELLENICAMERICAN SEC. S.A. GREECE HELLENIC BANK (INVESTMENTS) LTD CYPRUS HELLENIC BANK PUBLIC COMPANY L7D CYPRUS fISOC DANK PLC CRFFfF ` • ~ • • ~ • • • C: ~ (~ I~ • INDEX SECURITIES S.A. GREECE ID INTERFINBROK CORPORATION S.A. ROMANIA IR INVESTMENT BANK OF GREECE S.A. GREECE IB • 1. CHR. MAVRIKIS SECURITIES S.A. GREECE MA • • • • • • • • • • • KAPPA SCCURITICS S.A. GREECE Kf~ • • KARAMANOF SECURITIES-INV. SERVICES S.A. GREECE Kf • • • LEON DEPOLAS SECURITIES S.A. GREECE DP • • • MAGNA TRUST SECURITIES S.A GREECE MG • • • MEGA EQUITY SECURITIES-FINANCIAL SfRVICES LTD CYPRUS MF • • • • • MERIT SECURITIES S.A GRE[CE MR • • • MIDAS BROKERAGE S.A. GREECE MI • • • NATIONAL BANK OF GREECE S.A. GREECE (VB • • • • NATIONAL SECURITIES S.A GREECE NS • • • N. CHRYSSQCHOiDIS STOCK BROKERAGE I.S.S.A. GREECE XR • • r NUNTIUS SECURITIES S.A GREECE NU • • • ONE PLUS CAPITAL LIMITED CYPRUS O~ • • APPENDIX 4 ATHEX's Securities Markets Schedule XpovialloS Ayopcwv A~iwv X.A ,, ~, ~ ~ z~ ... CAbt C.nDA AA ~++ - C4hiM _ i:AM aTC •qw~" ^~^ .. ;ox :: - _. Nay' "~.:__ .... _•_...>-_._ -_ ..--.e1_.,..Gr_ _ __. _ __ - _ ,. ;r~u.x iem~s eo:re ~ low Dispersion I Surveil~a nce 1 Under DeleLon (Market ID:BIGZI Closing Pnce 100`.• of Ira~y=a :'ol~n,e Pncz Flucfuatwn Limi;s m20'~~ -' CA;.1 CAnd ... i. _ I` PAP:V ~ _ ~ --- PAPN - f.qM ~ "__ __ _ ,._'- ~ f— ppPN ___.J ~.KriEEO~nME54ivF0 -- ~o ~v ~uw XUtIItAfIC AtOOttOOU