General Shareholders’ Meeting decisions - June 2022

We would like to inform you that the Annual Ordinary Shareholders Meeting of the Company ALPHA TRUST- ANDROMEDA INVESTMENT TRUST S.A. was held on 03.05.2022 at 09:30 at ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A. offices at 21, Tatoiou Street in Kifissia. The Shareholders Meeting was attended by 55 shareholders or their representatives holding 859.895 shares, thus forming a quorum with a percentage of 54,78% of the Company’s share capital.

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

1.    Submission and approval of the annual Financial Statements of the fiscal year 2021 accompanied by the reports of the Board of Directors and the Certified Public Accountant Auditors of the Company.

2.    Approval, according to article 108 of L. 4548/2018, of the total management of the members of the Board of Directors that took place during the fiscal year 2021 and discharge of the Certified Public Accountant Auditors, according to par. 1 c) of article 117 of L. 4548/2018.

3.    Approval of dividend distribution deriving from profits of the fiscal year 2021.

4.    Approval of financial results distribution for the fiscal year 2021.

5.    Election of an Auditing Company of Certified Public Accountant Auditors for the statutory and tax audit of the year 2022 and determination of its remuneration.

6.    Submission and approval of the Remuneration Report, according to article 112 of L. 4548/2018, for the fiscal year 2021.

7.    Approval of the remuneration paid to the members of the Board of Directors for the fiscal year 2021 and pre-approval for the payment of fees during the current and the first half of the following fiscal year.

8.    Grant of permission, according to article 98 par. 1 of L. 4548/2018, as in force, to the members of the Board of Directors for their participation in the Boards of Directors of companies which pursue purposes similar or comparable to the Company.

9.    Approval and extension of the duration of the agreements between the Company and the external management company under the name "ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A.", in accordance with the provisions of L. 3371/2005 and L. 4209/2013.

10.  Submission and approval of the Audit Committee’s report for the fiscal year 2021.

11.  Approval of the termination of the program for the purchase of Company’s own shares, as decided by the Ordinary General Meeting of the Company's Shareholders dated 22.06.2020.

12.  Approval of a new program for the acquisition of Company’s own shares based on the provisions of articles 49 et seq. of L. 4548/2018.

13.  Election of a new member of the Board of Directors in place of the resigned Chief Executive Officer.

14.  Miscellaneous announcements.

On the first issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS) (namely the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Cash Flow Statement and the accompanying Explanatory Notes to the Financial Statements), the Management Report of the Board of Directors and the Independent Certified Public Accountant Auditor’s Report for fiscal year 2021.

On the second issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved, according to article 108 of L. 4548/2018, the total management of the members of the Board of Directors that took place during the fiscal year 2021 and expresses its acknowledgement for their services rendered to the Company.

Furthermore, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the discharge of the Certified Public Accountant Auditors: Mr. Ioannis Filippou, with S.O.E.L. registration number 17201 (Regular Auditor) and Mr. Logothetis Glezos, with S.O.E.L. registration number 54691 (Substitute Auditor) from any liability for the activities of the fiscal year 2021, according to par. 1 c) of article 117 of L. 4548/2018.

On the third issue, the General Meeting, decided the following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the distribution, from profits of the fiscal year 2021, of a dividend of a total amount of €802,272, namely €0.50 per share, including an amount of €401,136, namely €0.25 per share, corresponding to an interim dividend for the fiscal year 2021, which has already been distributed to the shareholders by the decisions of the Board of Directors of the Company dated 29.07.2021 and 03.11.2021. The remaining amount to be distributed is €401,136, namely €0.25 per share. The above amount will be increased based on the number of shares outstanding minus the own shares that will be held by the Company under the own shares acquisition program on the ex-dividend date, when the final amount of the dividend per share will be formed.

Furthermore, the General Meeting decided the distribution of the above dividend to be carried out as follows: 

- The ex-dividend date is 23.05.2022.

- The record date is 24.05.2022.

- Payment shall begin on 30.05.2022 and it shall be done through a financial institution.

On the fourth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the distribution of the financial results of the fiscal year 2021, as shown in the table below:

On the fifth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, decided the election of the Auditing Company "GRANT THORNTON S.A.", which is located in Athens, Attica, at 58, Katehaki Street, with S.O.E.L. registration number 127, and which will appoint the independent Certified Public Accountant Auditors (one regular auditor and one substitute auditor), to perform the statutory and tax audit of the fiscal year 2022 for a remuneration equal to a) €9,000.00 plus VAT, for the statutory audit of the annual financial statements, b) €4,000.00, plus VAT, for the review of the interim financial statements and c) €5,000.00, plus VAT, for the issuance of the tax certificate provided by law.

It is noted that the independent non-executive members of the Board of Directors (Ms. Margarita Vlachochristou, Ms. Eleni Linardou and Mr. Alexios Soultogiannis) have agreed with the assignment of the audit to the abovementioned auditing company, according to article 124 par. 8 of L. 4548/2018.

On the sixth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the Company's Remuneration Report, pursuant to article 112 of L. 4548/2018, for the fiscal year 2021.

On the seventh issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the remuneration paid, during the fiscal year 2021, to the members of the Board of Directors, for the total amount of €104,158, including the remuneration of the CEO for a total amount of €44,158.

Furthermore, the General Meeting pre-approved the payment of remuneration to the members of the Board of Directors of the Company up to the total amount of €200,000 for the fiscal year 2022 and up to the total amount of €100,000 for the first semester of the fiscal year 2023, as well as the payment of remuneration to the CEO of the Company up to the amount of €36,000 for the fiscal year 2022 and up to the amount of €18,000 for the first semester of the fiscal year 2023.

On the eighth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, decided the grant of permission, according to article 98 par. 1 of L. 4548/2018, as in force, to the members of the Company’s Board of Directors, to perform either on their behalf or on the behalf of third parties, actions which fall within any of the purposes pursued by the Company, as well as to participate as general partners or as members of the Board of Directors or in the Management of other companies pursuing purposes similar or comparable to the ones pursued by the Company.

On the ninth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved:

  1. a) the amendment, dated 03.01.2022, of the Alternative Investment Fund Management Agreement, dated 23.02.2018, that the Company has entered into with the external management company “ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A.”, pursuant to which the remuneration of the aforementioned management company for the provision of management services to the Company amounts to €93,680 annually plus VAT, paid monthly at the rate of one twelfth.
  2. b) the extension of the duration of the Alternative Investment Fund Management Agreement, dated 23.02.2018, that the Company has entered into with the external management company “ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A.” for one (1) more year.
  3. c) the extension of the duration of the Employee Lending Agreement, dated 17.06.2020, that the Company has entered into with the external management company “ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A.” for one (1) more year.

On the tenth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, approved the annual report of the Audit Committee for the fiscal year 2021.

On the eleventh issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, decided the termination of the Company’s own shares program decided by the Ordinary Shareholders Meeting, dated 22.06.2020.

On the twelfth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, decided:

  1. a) the launch of a new program for the acquisition of Company’s own shares, up to 10% of the total number of shares, namely 160,454 shares minus (-) the number of own shares held by the Company at the date of the Shareholders Meeting, namely 35.424, for a period of twenty four (24) months from the date of approval, namely until 02.05.2024, with a minimum acquisition price of €0.01 per share and a maximum acquisition price of €20 per share, according to article 49 of L. 4548/2018· b) the grant of authorization to the Company’s Board of Directors to determine, within the aforementioned framework, the exact time, number and price of the shares to be acquired.

Moreover, the General Meeting decided that, in case of an increase in the share capital of the Company, according to the resolution of the Extraordinary Shareholders Meeting, dated 25.02.2022, the maximum number of Company’s own shares that the Company may acquire will be increased/adjusted in proportion to the change in the paid-up share capital, namely in such a way that the shares to be acquired will correspond to the same percentage (10% minus the Company’s own shares already held by the Company, as the case may be) of the total share capital, and authorizes the Company’s Board of Directors to make the relevant adjustment.   

On the thirteenth issue, the General Meeting, following a legal vote, unanimously with 859.895 votes in favor or 100% of those present or represented, decided the election of Mr. Vasileios Kletsas as a new member of the Board of Directors, in replacement of the resigned member of the Board of Directors and CEO, Mr. Konstantinos Tzinieris, for the remainder of the term of office of the Board of Directors which expires at 23.06.2024, which can be extended until the date of the Ordinary Shareholders Meeting, and expresses its acknowledgement to the outgoing CEO for the services provided for years to the Company.

It is noted that the briefing note of the Board of Directors of the Company for the nominated member of the Board of Directors Mr. Vasileios Kletsas, pursuant to article 18 par. 1 of L. 4706/2020, which includes a justification of the proposal for his election as a member of the Board of Directors of the Company, his detailed curriculum vitae, as well as the determination of his eligibility criteria, according to the Suitability Policy of the Company, was made available to shareholders and the investing public through the Company's website: https://www.andromeda.eu/en/genikes-suneleuseis/taktikes/ prior to the Annual Ordinary Shareholders Meeting.

Moreover, the CV of the nominated member of the Board of Directors Mr. Vasileios Kletsas was made available to shareholders and the investing public through the Company's website: https://www.andromeda.eu/en/genikes-suneleuseis/taktikes/ prior to the Annual Ordinary Shareholders Meeting.

On the fourteenth issue, no announcements were made.

 

Kifissia, May 3, 2022