General Shareholders’ Meeting decisions - June 2020

We would like to inform you that the Ordinary General Shareholder’s Meeting of the Company ALPHA TRUST- ANDROMEDA S.A. was held on 22.06.2020 at 16:00 remotely in real time by teleconference due to the extraordinary situation and within the preventive measures for the spread if COVID-19. The Shareholder's Meeting was attended by 50 shareholders or their representatives holding 286.315 shares, thus forming a quorum with a percentage of 71,58% 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 for the fiscal year 01.01.2019 – 31.12.2019, the Management Report of the Board of Directors and the Auditors’ reports.
2.    Approval of the total management of the members of the Board of Directors during the fiscal year 01.01.2019 - 31.12.2019 according to article 108 of the law 4548/2018 and exemption of the auditors from any liability for the financial year 1.1.2019 -31.12.2019.
3.    Approval of the Remuneration Report of the financial year 01.01.2019 – 31.12.2019.
4.    Election of a Certified Auditor and its deputy for the fiscal year 01.01.2020-31.12.2020 and determination of their fees.
5.    Determination of the Board members’ remuneration. Approval of their fees for the previous fiscal year and pre-approval of their fees for the next fiscal year.
6.    Granting of authorization and approval to members of the Board of Directors to perform acts in accordance to article 98 par. 1 of Law 4548/2018.
7.    Approval of extension of the duration of the agreement with the external investment manager, ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A., as in force, according to the provisions of the aforementioned agreement and Law 4209/2013.
8.    Update from the Chairman of the Audit Committee to the shareholders on the proceedings of the Audit Committee
9.   Remuneration of the President of the Audit Committee.
10. Election of the Remuneration Committee.
11. Reduction of the share capital by the amount of 300.852,00 euro, by reducing the    nominal value of the company share, which will consequently amount from € 14,50 to € 13,75 each, in order to return capital to the shareholders of an amount of € 0,75 per share and relevant amendment of article 5 of the articles of association.
12. Termination of the Programme of purchase of own shares which was approved by the Extraordinary General Meeting of 10.09.2018.
13. Decision for the purchase of own shares, in accordance with the provisions of article 49 of L.4548/2018.
14. Miscellaneous announcements.



Regarding the first issue, the General Shareholder’s Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital, approved the annual Financial Statements for the fiscal year 01.01.19 - 31.12.19 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.

Regarding the second issue, the General Shareholder’s Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital approved, pursuant to article 108 L.4548/2018, the total management of the Company by the members of the BoD for the fiscal year 01.01.2019-31.12.2019 and also discharged the Auditors from any liability for damages for the fiscal year 01.01.2019 – 31.12.2019.

On the third point of the agenda, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital, approved the Remuneration Report for the fiscal year 2019.

On the fourth point of the agenda, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital, elected the Certified Auditor and a Deputy Certified Auditor for the fiscal year 2020 and specifically :
a)    Mr. Filippou Ioannis, as Ordinary Certified Auditor
b)    Mr. Glezos Logothetis Ilias, as Deputy Certified Auditor.
both from SOL S.A. audit firm and has determined their remuneration.

The remuneration of the Certified Auditor for their services shall be of an amount of € 8.000,00 plus VAT for the period 01.01.2020-31.12.2020. The remuneration of the Certified Auditor for the issue of the provided relevant tax certificate will be of an amount of € 4.000,00 plus VAT.

On the fifth point on the agenda, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital decided :
a. The approval of the remuneration of the members of the Board of Directors for the fiscal year 2019 of an amount of € 84.000,00 which is lower than the amount of € 200.000,00 which the General Shareholders Meeting of 06.06.2019 had already pre-approved.
b. The pre-approval of the remuneration of the members of the Board of Directors for the current year of an amount of € 200.000,00 and of an amount of € 100.000,00 for the first semester of the year 2021.
c. The approval of the remuneration of the Managing Director for the current year of an amount of € 25.000,00 and the pre-approval of his remuneration for the first semester of 2021 of an amount of € 12.500,00.

On the sixth point of the agenda, the General Shareholder’s Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital, granted permission, according to article 98 par.1 of Law 4548/2018, as in force, 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 seventh point on the agenda, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital approved, according to the provisions of Law 4209/2013, the extension of the duration of the agreements signed by the Company and more specifically:
a) The Management Agreement of an Alternative Investment Fund with ALPHA TRUST MUTUAL FUND and ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A. which has been approved by a BoD decision dated 22.02.2018 as in force.  
b) 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 has been approved by a BoD decision dated 17.12.2015 as well as the replacement of Mrs. Eleni Routsi who left with a maternity leave from Mr. Dimitrios Mountalas, in the position of Internal Auditor
 
On the eighth issue, the President of the Audit Committee read the proceedings of the Audit Committee which the General Meeting approved with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital approved.

On the ninth issue, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital approved the remuneration of the President of the Audit Committee for an amount up to € 5.000 in which an amount of € 600 is included as travel expenses.





On the tenth issue, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital, approved the formation of a Nomination Committee consisted of : Alexander Zagoreos, Phaedon Theodoros Tamvakakis, Nikolaos Kyriazis, Alexios Soultogiannis, Anastasios Adam and James Edward Jordan.

On the eleventh issue, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and with 53.565 abstract votes or 13,39% of the share capital  approved, the reduction of the share capital by the amount of 300.852,00 euro, by reducing the nominal value of the company share, which will consequently amount from € 14,50 to € 13,75 each, in order of returning of share capital to the shareholders of an amount of € 0,75 per share and the relevant amendment of article 5 of the Articles of Incorporation.

Furthermore, the General Meeting authorized the BoD to proceed to all necessary actions for the execution and finalization of the aforementioned decision, including, indicatively, any fractional balances, the drawing up of a definitive list of recipients, the foreseen publications etc.

On the twelfth issue, the General Meeting with 232.750 votes in favor or 58,19% of the share capital and with 53.565 abstract votes or 13,39% of the share capital  approved, the termination of the purchase of own shares which was approved by the Extraordinary General Meeting of 10.09.2018.

On the thirteenth issue, the General Meeting, with 232.750 votes in favor or 58,19% of the share capital and 53.565 against or 13,39% of the share capital approved the purchase of own shares, in accordance with the provisions of article 49 of law 4548/2018 with the purpose to either annul or sell the own shares to third parties or both, at the option and at the discretion of the Board of Directors under the following terms and conditions:

a) Purchase of own shares up to 10% of the total outstanding shares of the Company at any given time.

b) Upper limit for acquisition is set at euro 50.00 and lower limit is set at euro 1.00 per share.