General Shareholders’ Meeting decisions - June 2021

We would like to inform you that the Ordinary General Shareholder’s Meeting of the Company ALPHA TRUST- ANDROMEDA S.A. was held on 24.06.2021 at 09:30 at Kifissia, 21, Tatoiou str. The Shareholder's Meeting was attended by 50 shareholders or their representatives holding 203.637 shares, thus forming a quorum with a percentage of 51,65% 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 01.01.2020 – 31.12.2020, the Management Report of the Board of Directors and the Auditors’ reports and approval for the distribution of profits for the fiscal year 2020.
  2. Approval of the total management of the members of the Board of Directors during the fiscal year 01.01.2020 - 31.12.2020 according to article 108 of the law 4548/2018 and exemption of the auditors from any liability for the financial year 1.1.2020 -31.12.2020.
  3. Approval for the distribution of dividend deriving from profits of previous years of an amount of € 1,75 per share.
  4. Election of a Certified Auditor and its deputy for the fiscal year 01.01.2021-31.12.2021 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 agreements with the external investment manager, ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A., as in force, according to the provisions of Law 4209/2013.
  8. Update from the Chairman of the Audit Committee to the shareholders on the proceedings of the Audit Committee.
  9. Approval of the Eligibility Policy of the BoD members pursuant to the provisions of article 3 Law 4706/2020.
  10. Election of the Board members and determination of the independent members.
  11. Approval of the Remuneration Report of the financial year 01.01.2020 – 31.12.2020.
  12. Approval of the new Remuneration Policy of the Company.
  13. Resolution on the type of the Audit Committee, its term, the number and    capacity of its members, as well as appointment of its members, in case that it is designated as an independent committee, according to article 44 Law 4449/2017 as in force.
  14. Election of the members of the Remuneration and Nomination Committee pursuant to art.10 par.2 of Law 4706/2020.
  15. Reduction of the nominal value of the company share from € 13,75 to € 3,4375 each with increase in the number of shares from 401.136 to 1.604.544. Granting of authorization to the Board of Directors.
  16. Amendment of article 5 of the articles of association.
  17. Miscellaneous announcements.

Regarding the first issue, the General Shareholder’s Meeting with 203.637 votes in favor or 51,65% of the share capital, approved the Annual Financial Statements for the fiscal year 01.01.20-31.12.20 and more specifically the Statement of Financial Position, the Statements of Comprehensive Income, the Statement of Changes in Equity, the Cash Flow Statement, the distribution of earnings for the fiscal year, the annual report of the BoD and the Chartered Auditor's report and the distribution of profits for the fiscal year 2020.

Regarding the second issue, the General Shareholder’s Meeting with 203.637 votes in favor or 51,65% of the share capital approved, the total management of the members of the Board of Directors for the fiscal year 01.01.2020-31.12.2020 and expresses its acknowledgement for their services rendered to the Company.

Via a separate vote, the General Shareholder’s Meeting with 203.637 votes in favor or 51,65% of the share capital also approved the discharge of the Auditors from any liability for damages for this fiscal year.

On the third point of the agenda, the General Meeting with 203.637 votes in favor or 51,65% of the share capital, approved the distribution of a dividend to shareholders entitled to it, of an amount of euro 701.988,00 corresponding to euro 1,7807688893 per share, which is incremented by the amount corresponding to 6.931 treasury shares owned by the Company, which is not entitled to a dividend.

The ex-dividend date is 29/06/2021.

The beneficiaries of the dividend are the Company’s shareholders who shall be registered in the records of the Dematerialized Securities System or any person identified as such based on the relevant date through registered intermediaries or other intermediaries, in line with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), on 30/06/2021 (record date).

Payment shall begin on 05/07/2021 and it shall be done through a financial institution.

On the fourth point of the agenda, the General Meeting with 203.637 votes in favor or 51,65% of the share capital, elected the Certified Auditor and a Deputy Certified Auditor for the fiscal year 2021 and specifically :

  1. Ioannis Filippou, as Ordinary Certified Auditor
  2. Logothetis Glezos, 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 01.01.2021-31.12.2021. 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 203.637 votes in favor or 51,65% of the share capital decided :

  1. the approval of the fees paid during the fiscal year 2020 to the members of the BoD standing at euro 84.000.
  2. the pre-approval of the BoD fees for the fiscal year 2021 and for the first semester of 2022.
  3. the approval of the fees of a member of the BoD exercising the duties of Managing Director of the Company for the fiscal year 2021 and for the first semester of 2022.

 

On the sixth point of the agenda, the General Shareholder’s Meeting with 203.637 votes in favor or 51,65% 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 203.637 votes in favor or 51,65% of the share capital approved, according to the provisions of Law 4209/2013, the extension for an additional one (1) year of the duration of the agreements signed by the Company and more specifically:

a) The Alternative Investment Fund Management Agreement with ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A., which was approved by the Board of Directors on 22/2/2018.

b) The Loan Agreement for a Salaried Employee with ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT FUND MANAGEMENT S.A., which was approved by the Board of Directors on 17/12/2015.

On the eighth issue, the President of the Audit Committee read the proceedings of the Audit Committee which the General Meeting approved with 203.637 votes in favor or 51,65% of the share capital.

On the ninth issue, the General Meeting with 203.637 votes in favor or 51,65% of the share capital approved the Eligibility Policy of the Company pursuant to the provisions of art.3 Law 4706/2020. The Εligibility Policy will also be published on the website of the Company.

On the tenth issue, the General Meeting with 182.737 votes in favor or 46,14% and with 20.900 abstract votes or 5,51% of the share capital, approved the election of the following members of the Board of Directors:

  1. Nikolaos Kyriazis
  2. Phaedon Theodoros Tamvakakis
  3. Konstantinos Tzinieris
  4. Alexios Soultogiannis
  5. Eleni Linardou
  6. Margarita Vlachochristou

The BoD’s term of office is three years.

Furthermore, the General Meeting with 182.737 votes in favor or 46,14% and with 20.900 abstract votes or 5,51% of the share capital appointed as independent members, the following :

  1. Alexios Soultogiannis
  2. Eleni Linardou
  3. Margarita Vlachochristou

The CVs of the candidate members were made available to the shareholders on the Company's website www.andromeda.eu before the Ordinary General Meeting.

On the eleventh issue, the General Meeting with 203.637 votes in favor or 51,65% of the share capital approved the Remuneration Report for the fiscal year 2020.

On the twelfth issue, the General Meeting with 203.637 votes in favor or 51,65%  of the share capital approved the Remuneration Policy of the Company.

On the thirteenth issue, the General Meeting, with 203.637 votes in favor or 51,65%  of the share capital approved the election of the following as members of the Audit Committee :

  1. Nikolaos Tzanetos
  2. Eleni Linardou
  3. Margarita Vlachochristou

On the fourteenth issue, the General Meeting with 203.637 votes in favor or 51,65%  of the share capital approved the re-establishment of the Remuneration Committee as follows :

  1. Nikolaos Kyriazis
  2. Margarita Vlachochristou
  3. Alexios Soultogiannis

On the fifteenth issue, the General Meeting with 203.637 votes in favor or 51,65%  of the share capital approved the reduction of the nominal value of each share from  € 13,75 euros to € 3,4375 and the replacement of each one (1) old common share of the Company from four (4) new common shares of the Company with an increase of the total number of common shares of the Company from 401.136 to 1.604.544 new common shares with nominal value € 3,4375 each (stock split 1: 4).

Following the above reduction of the nominal value of the common shares of the Company, its total share capital will remain unchanged, ie it will amount to € 5.515.620,00 but be divided into 1.604.544 shares, with a nominal value of € 3,4375 each.

Furthermore, the Board of Directors is authorized to take all necessary actions and to take any appropriate measures for the implementation of this decision.

On the sixteenth issue, the General Meeting with 203.637 votes in favor or 51,65%  of the share capital approved the consequent amendment of art 5 of the articles of association of the Company.

Kifissia, June 24, 2021