Extraordinary General Shareholders’ Meeting decisions

We would like to inform you that the Extraordinary General Shareholder’s Meeting of the Company ALPHA TRUST- ANDROMEDA S.A. was held on 18.11.2019 at 09:30 at the Company’s offices (21 Tatoiou str, Kifissia). The Shareholder’s Meeting was attended by 52 shareholders or their representatives holding 230.072 shares, thus forming a quorum with a percentage of 57,45% of the Company’s share capital.

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

1. 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 € 15,25 to € 14,50 each, in order to return capital to the shareholders amounting € 0,75 per share and relevant amendment of article 5 of the articles of association.
2. Replacement of a member of the Audit Committee and appointment of its Chairman
3. Miscellaneous announcements.

On the first issue, the General Meeting unanimously approved with 230.072 votes or a percentage of 57,45% 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 € 15,25 to € 14,50 each, in order of returning of share capital to the shareholders of an amount of € 0,75 per share.

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 and the returning of the capital which corresponds to the own shares of the Company, the foreseen publications etc.
Finally, the General Meeting has unanimously accepted with 230.072 votes or a percentage of 57,45% of the share capital the amendment of article 5 of the Articles of Incorporation according to aforementioned decisions.

On the second issue, the General meeting has unanimously approved with 230.072 votes or a percentage of 57,45% of the share capital, the appointment of Mr Theodoros Papailiou in place of the member of the Audit Committee, appointed by the decision of the General Assembly dated 02.04.2018, Mr Alexander Zagoreos. Mr Papailiou is not a member of the Board of Directors and fulfills the requirements for independence.
In the light of the above, the Audit Committee shall be three-membered and shall consist of two members of the Board and one non-member. The two members of the Board of Directors are non-executive. Also, all members of the Audit Committee are independent members as they meet the requirements of article 4 par.1 Law 3016/2002 as they today: (a) do not own more than 0.5% of the Company’s share capital and (b) they do not have a dependency relationship, as defined in the provision of article 4 par. 1 of Law 3016/2002, with the Company or with related parties.

Thus, the Audit Committee will consist of:

Mr Nikolaos Kyriazis, an independent non-executive member of the Board of Directors,
Mr Anastasios Adam, an independent non-executive member of the Board of Directors and
Mr Theodoros Papailiou, independent and non-member of the Board of Directors

Furthermore, Mr. Theodoros Papailiou, who is independent and non-member of the Board of Directors, is Economist and ex Chartered Accountant, and is unanimously (with 230.072 votes or a percentage of 57,45% of the share capital) judged by the General Meeting of shareholders that he has a proven track record in accounting and auditing and is appointed as Chairman of the Audit Committee.

In addition, the General Assembly recognizes that all three of the above members of the Audit Committee have sufficient knowledge in the area of activity of the Company, namely portfolio investments and generally meet the requirements of paragraph 1 of article 44 of Law 4449/2017.
The aforementioned Audit Committee will have a term of office until the Ordinary General Meeting of the Company’s shareholders to be convened in the year 2021, as it was decided by the General Meeting resolution dated 02.04.2018.

Kifissia, 18th of November, 2019