General Shareholders’ Meeting decisions ALPHA TRUST – ANDROMEDA | 2019

We would like to inform you that the Ordinary General Shareholder’s Meeting of the Company ALPHA TRUST- ANDROMEDA S.A. was held on 05.06.2019 at 09:30 at the Company’s offices (21 Tatoiou str, Kifissia). The Shareholder’s Meeting was attended by 47 shareholders or their representatives holding 281.225 shares, thus forming a quorum with a percentage of 70,11% 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 01.01.2018 – 31.12.2018, 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 01.01.2018 – 31.12.2018 according to article 108 of the law 4548/2018 and exemption of the auditors from any liability for the financial year 1.1.2018 -31.12.2018.

3. Election of a Certified Auditor and its deputy for the fiscal year 2019 and determination of their fees.

4. 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.

5. Approval of, according to article 98 par. 1 of the L 4548/2018, the participation of the members of the Board of Directors, to Boards of other companies with similar objectives.

6. 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. according to the provisions of the aforementioned agreement and Law 4209/2013.

7. Approval of the Company’s Remuneration Policy according to article 110 par. 2 of L 4548/2018, as in force.

8. Update from the Chairman of the Audit Committee to the shareholders on the proceedings of the Audit Committee.

9. 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 € 16,00 to € 15,25 each, in order to return capital to the shareholders, and relevant amendment of article 5 of the articles of association.

10. Amendment of the Company’s Articles of Association regarding its harmonization with the new provisions of Law 4548/2018.

11. Miscellaneous announcements.

Regarding the first issue, the General Shareholder’s Meeting unanimously approved with 281.225 votes or 70,11% of the share capital, the annual Financial Statements for the fiscal year 01.01.18 – 31.12.18 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 approved, pursuant to article 108 L.4548/2018, via a vote by roll call, with 226.379 votes or percentage of 56,43% of the share capital, the members of the BoD and the employees of the Company having voted only with the shares of their ownership, the total management of the Company by the members of the BoD for the fiscal year 01.01.2018-31.12.2018.

Via a separate vote, the General Meeting has unanimously discharged, with a percentage of 70,11% of the share capital or 281.225 shares, the Auditors from any liability for damages for the fiscal year 01.01.2018 – 31.12.2018.

On the third point of the agenda, the General Meeting unanimously elected with 281.225 votes or a percentage of 70,11% of the share capital, an Ordinary and a Deputy Certified Auditor for the fiscal year 2019 and specifically :

  1. Filippou Ioannis, as Ordinary Certified Auditor
  2. 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 01.01.2019-31.12.2019. 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 fourth point on the agenda, the General Meeting unanimously decided, with 281.225 votes or a percentage of 70,11% of the share capital :

  • The approval of the remuneration of the members of the Board of Directors for the fiscal year 2018 of an amount of € 72.000,00 which is lower than the amount of € 200.000,00 which the General Shareholders Meeting of 02.04.2018 had already pre-approved.
  • 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 2020.
  • 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 2020 of an amount of € 12.500,00.

On the fifth point of the agenda, the General Shareholder’s Meeting unanimously, with 281.225 votes or percentage of 70,11% 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 sixth point on the agenda, the General Meeting unanimously approved, with 281.225 votes or percentage of 70,11% of the share capital, according to the provisions of Law 4209/2013, the extension of the duration of the agreements signed by the Company and more specifically:

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.
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.

On the seventh issue, the General Meeting unanimously approved with 281.225 votes or a percentage of 70,11% of the share capital the Remuneration Policy of the Company pursuant to article 110 par.2 of the Law 4548/2018 as in force.

On the eight issue, the President of the Audit Committee Mr Nikos Kyriazis informed the shareholders in relation of the works of the Committee during the fiscal year 2018.

On the ninth issue, the General Meeting unanimously approved with 281.225 votes or a percentage of 70.11% of the share capital, 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 € 16,00 to € 15,25 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.Finally, the General Meeting has unanimously accepted with 281.225 votes or a percentage of 70,11% of the share capital the amendment of article 5 of the Articles of Incorporation according to aforementioned decisions. On the tenth issue, the General meeting has unanimously approved with 281.225 votes or a percentage of 70,11% of the share capital, the amendment of the Articles of Incorporation in order to be complied with the Law 4548/2018 (“Reform of the Law of Societes Anonymes”) and more specifically approved the Articles of Incorporation as they were presented to the BoD and have been published in the web page of the Company including the relevant changes.Furthermore, authorized the BoD to proceed in all necessary actions for the publication of the Articles of Incorporation.

Kifissia, June 5, 2019