General Shareholders’ Meeting decisions

We would like to inform you that the Ordinary General Shareholder’s Meeting of the Company ALPHA TRUST- ANDROMEDA S.A. was held on 2.4.2018 at 09:30 at the Company’s offices (21 Tatoiou str, Kifissia). The Shareholder’s Meeting was attended by 45 shareholders or their representatives holding 212,251 shares, thus forming a quorum with a percentage of 50.83% of the Company’s share capital.

The issues on the agenda which were discussed are the following:

  1. Submission and approval of the Financial Statements, the distribution of earnings for the fiscal year 01.01.17 – 31.12.17 and of the Annual Reports of the Board of Directors and the Auditors.
  2. Discharge of the members of the Board of Directors as well as the Auditors from any liability for their activity during the fiscal year 1.1.17 – 31.12.17.
  3. Selection and appointment of a Certified Auditor and his/ her alternate for the fiscal year 2018 and determination of their fees.
  4. Election of a new Board of Directors and determination of the capacities of its members.
  5. Appointment of the Audit Committee pursuant to article 44 of law 4449/2017.
  6. Determination of the remuneration of the members of the Board of Directors – Approval of their remuneration for the previous fiscal year.
  7. Approval of the participation of the members of the Board of Directors to the Boards of Directors of other companies with similar objectives, according to article 23, par. 1 of Codified Law 2190/1920 as currently in force.
  8. Approval of assignment contracts according to the provisions of article 23a of Codified Law Ν. 2190/1920 and law 4209/2013.
  9. Decision on the purchase of treasury shares, in accordance with the provisions of article 16 of Codified Law 2190/1920, as amended by Law 3604/2007.
  10. Various announcements.

Regarding the first issue, the General Shareholder’s Meeting unanimously approved with 212,251 votes (50.83% of the share capital), the annual Financial Statements for the fiscal year 01.01.17 – 31.12.17 and more specifically, the Balance Sheet, the Income Statement, the Statement of Changes in Equity, the Cash Flow Statement, the distribution of earnings for the fiscal year, the annual report of the Board of Directors and the Certified Auditor’s report.

In the framework of this decision, it approves the distribution of a dividend to shareholders entitled to it, of an amount of euro 300,852.00, corresponding to euro 0.75 per share, incremented by the amount corresponding to 16,472 treasury shares owned by the Company, which are not entitled to a dividend.

The ex-dividend date was set for 05.04.18.

The beneficiaries of the dividend for the fiscal year 2017 are the Company’s shareholders who shall be registered in the records of the Dematerialized Securities System on 10.04.18 (record date).

Payment shall begin on 13/04/2018 and it shall be done through Peiraeus Bank.

Regarding the second issue, the General Shareholder’s Meeting approved via a vote by roll call, with 212,251 votes (percentage of 50.83% of the share capital), the discharge of the members of the Company’s Board of Directors from any liability for the fiscal year 01.01.2017-31.12.2017 and expresses its acknowledgement for their services rendered to the Company.

Via a separate vote, the General Meeting has unanimously discharged, with 212,251 votes (percentage of 50.83% of the share capital), the Auditors from any liability for damages for this fiscal year.

On the third point on the agenda, the General Meeting unanimously elected with 212,251 votes (percentage of 50.83% of the share capital), an Ordinary and a Deputy Certified Auditor for the fiscal year 2018, and specifically Mr. Filippou Ioannis as Ordinary Certified Auditor and Mr. Glezos Logothetis Ilias as Deputy Certified Auditor, both from SOL S.A. audit firm and has determined their remuneration.

On the fourth point on the agenda, the General Meeting has unanimously elected with 212,251 votes (percentage 50.83% of the share capital), as members of the Company’s Board of Directors Mr. Alexander Zagoreos, Mr. Faidon –Theodoros Tamvakakis, Mr. Konstantinos Tzinieris, Mr. Nikolaos Kyriazis, Mr. Alexios Soultogiannis, Mr. Anastasios Adam and Mr James Edward Jordan.

The GM has unanimously, with 212.251 votes (percentage 50.83% of the share capital), appointed as independent members pursuant to law 3016/2002, as amended and currently in force, Mr. Nikolaos Kyriazis, Mr. Alexios Soultogiannis, Mr. Alexander Zagoreos, Mr. Anastasios Adam and Mr. James Edward Jordan.

The BoD’s term of office is three years and shall expire upon the Ordinary General Meeting of 2021.

On the fifth point on the agenda, the General Meeting has unanimously, with 212,251 votes (percentage 50.83% of the share capital), appointed an Audit Committee comprised of Mr. Nikolaos Kyriazis, Mr. Alexander Zagoreos and Mr. Anastasios Adam. Mr. Nikolaos Kyriazis, as independent non executive member, is an economist and university professor, has worked for many years in the field of business management and has adequate experience in accounting and auditing.

On the sixth point on the agenda, the General Meeting unanimously, with 212,251 votes (percentage of 50.83% of the share capital) has:

  • approved the remuneration of the members of the Board of Directors for the fiscal year 2017.
  • pre-approved the remuneration of the members of the Board of Directors for the current year and for the first quarter of 2019.
  • approved the remuneration of the Managing Director for the current year and pre-approved the remuneration for the first quarter of 2019.

On the seventh point on the agenda, the General Shareholder’s Meeting unanimously, with 212,251 votes (percentage of 50.83% of the share capital), granted permission, according to article 23 of Law 2190/1920, to the members of the Company’s Board of Directors as well as to the Chairman, the Vice Chairman and the Managing Director, to take either on their behalf or on the behalf of third parties, actions which are part of any of the objectives pursued by the Company, as well as to participate as general partners or as members of the Board of Directors in the Management of other companies pursuing identical or similar objectives to the ones of the Company.

On the eighth point on the agenda, the General Meeting unanimously approved and renewed for one year, with 212,251 votes (percentage of 50.83% of the share capital), according to the provisions of article 23a of Codified Law 2190/1920 and Law 4209/2013, the following:

  1. The Management Agreement of an Alternative Investment Fund with ALPHA TRUST MUTUAL FUND and ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A. (a founding member of ALPHA TRUST- ANDROMEDA S.A.), which was renewed by the Ordinary General Meeting dated 22.02.18.
  2. The Loan Agreement for a Salaried Employee with ALPHA TRUST MUTUAL FUND and ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A. (a founding member of ALPHA TRUST- ANDROMEDA S.A.), which was renewed by the Ordinary General Meeting dated 17.12.15.

On the ninth point on the agenda, the General Meeting unanimously approved with 212,251 votes (percentage of 50.83% of the share capital), the postponing of the decision on the purchase of treasury shares. The shareholders have confirmed the validity of the scheme, which was decided by the GM dated 7.6.2016 and ends on 6.6.2018.

Kifissia, April 2, 2018