Extraordinary Shareholders Meeting decisions -25.02.2022

We would like to inform you that the Extraordinary Shareholders Meeting of the Company ALPHA TRUST- ANDROMEDA INVESTMENT TRUST S.A. was held on 25.02.2022 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 59 shareholders or their representatives holding 895.909 shares, thus forming a quorum with a percentage of 57,06% of the Company’s share capital.

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

1.    Extension of the duration of the Company.

2.    Amendment of article 4 of the Company’s Articles of Association.

3.    Increase of the share capital of the Company by cash payment, with pre-emptive right in favor of the existing shareholders of the Company, and issuance of new common registered shares, with voting rights. Provision of authorizations to the Board of Directors for the completion of the procedure.

4.    Amendment of article 5 of the Company’s Articles of Association.

5.    Redefinition of the type of the Audit Committee.

6.    Miscellaneous announcements.

 

On the first issue, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, approved the extension of the duration of the Company for ten (10) more years, i.e. until 31.12.2032.

On the second issue, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, and in accordance with the above decision, approved the amendment of article 4 of the Company’s Articles of Association, which concerns the Duration.

On the third issue, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, approved:

  1. a) the increase of the Company’s share capital up to the amount of eight million, two hundred and seventy-three thousand, four hundred and thirty euros (€8,273,430), through a cash payment and the offering of a pre-emptive right to existing shareholders of the Company, in accordance with Article 26 of Law 4548/2018, as in force, and the issuance and sale through a public offering of up to two million, four hundred and six thousand, eight hundred and sixteen (2,406,816) new common registered shares worth three euros and four thousand, three hundred and seventy-five cents (€3.4375) each, at a ratio of three (3) new shares for every two (2) old shares held. The issue price is to be determined under a subsequent decision by the Board of Directors.
  2. b) that the issue price of the new shares be determined by the Company’s Board of Directors within a period of no longer than one (1) year from the date on which the relevant decision is made by the General Meeting;
  3. c) that the issue price of the new shares be higher than the stock market price of the Company’s old shares on the ex-rights date;
  4. d) that any difference between the nominal value of the New Shares and the Issue Price be credited to the Company’s equity account: “Difference from the issuance of shares above per value”;
  5. e) that fractional shares will not be issued;
  6. f) that a pre-emptive right be offered to each Company shareholder registered in the Dematerialised Securities System (DSS) of the Central Securities Depository S.A. one (1) business day after the ex-rights date, which will be set and announced by the Company’s Board of Directors, and also to whoever acquires pre-emptive rights when they are traded on the Athens Exchange;
  7. g) that the deadline for the exercise of pre-emptive rights by existing shareholders, in accordance with Article 26, par. 2 of Law 4548/2018, be fourteen (14) days;
  8. h) that the deadline for the payment of the share capital increase be four (4) months, in accordance with the provisions of Articles 20 and 25, par. 2 of Law 4548/2018;
  9. i) that existing shareholders of the Company, who will have fully exercised their pre-emptive rights to the share capital increase, be given the option to subscribe for the acquisition of any unsold new shares and, in the case that the amount of the increase is not entirely covered, despite the exercise of pre-emptive and subscription rights, that the Board of Directors be authorised to sell any unsold shares at its discretion, in accordance with Article 26, par. 4 of Law 4548/2018, as in force, otherwise the capital will be increased by the amount of the coverage, in accordance with Article 28, par. 1 of Law 4548/2018.

Furthermore, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, decided the provision of authorization to the Company’s Board of Directors to:

  1. Determine the issue price of the new shares within a time period of no longer than one (1) year from the date on which the relevant decision is made by the General Meeting, in accordance with Article 25 par. 2 of Law 4548/2018, as in force.
  2. Determine the ex-rights date, as well as the period for trading and exercising pre-emptive rights.
  3. In the case that there are unsold shares following the exercise of pre-emptive rights, to determine all the technical and procedural terms for the exercise of subscription rights by those shareholders who have fully exercised their pre-emptive rights, as well as the method and deadline for the exercise of these rights.
  4. To determine the procedure for the refunding of uncommitted amounts in the case of partial or non-fulfilment of subscription rights.
  5. To sell, through private placement at its discretion, any unsold shares, in the case that there are any left despite the exercise of the above pre-emptive and subscription rights.
  6. To take all suitable measures to ensure the completion of the increase, including the appointment of the contractors and consultants who are to mediate in the public offering of the new shares, in the preparation and submission to the Hellenic Capital Market Commission, for purposes of approval, of the Prospectus drafts and of the final Prospectus, again for purposes of approval, in the obtainment of the required licences or approvals from the Hellenic Capital Market Commission, ATHEX and any competent authority in the name and for the account of the Company, and generally to take all necessary actions and handle the details for the above increase and the listing of the new shares on the Athens Exchange, while having the right to subdelegate to any of its members or to any Company employees.

The only shareholder who meets the requirements of the Athens Exchange Rulebook (4.1.3.13.2), i.e. he is a major shareholder holding a percentage of shares over 5% and is a non-executive member of the Board of Directors of the Company, i.e. Mr. Faidon-Theodoros Tamvakakis, stated his intention to participate in the share capital increase and at a percentage which will be formed at the time of the increase and that he does not intend to reduce the percentage of his participation in the Company as it will have been formed after his, according to the above, participation in the said increase until completion of the increase and admission of the new shares in the Athens Stock Exchange, as well as for a period of six (6) months after the commencement of trading of the said shares on the Athens Stock Exchange.

On the fourth issue, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, and in accordance with the above decision, approved the amendment of article 5 of the Company’s Articles of Association, which concerns the Share Capital of the Company.

On the fifth issue, the General Meeting, following a legal vote, unanimously with 895.909 votes in favor or 100% of those present or represented, in compliance with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 par. 4b of Law 4706/2020, decided the Audit Committee to be an independent committee, consisting of members of the Board of Directors and third parties, the composition of the Audit Committee to be three members and to consist of two (2) members of the Board of Directors, independent non-executive, and one (1) third person, non-member of the Board of Directors, independent.

More specifically, following a relevant recommendation of the Remuneration and Nomination Committee of the Company, after establishing the fulfillment of the criteria and requirements of Article 44 of Law 4449/2017, as in force, and the independence criteria of Article 9 par. 1 and 2 of Law 4706/2020, and a relevant proposal of Board of Directors, it was decided the re-election of the members of the Audit Committee as follows and with the below mentioning capacities:

  • Nikolaos Tzanetos, non-member of the Board of Directors, independent
  • Margarita Vlachochristou, member of the Board of Directors, independent non-executive
  • Eleni Linardou, member of the Board of Directors, independent non-executive

All members of the Audit Committee meet the requirements of Article 44 of Law 4449/2017, all have adequate knowledge of the sector of financial services and fund management (Financial Services, Fund Management and Custodians) in which the Company operates; one (1) of its members has proven adequate knowledge in the field of accounting, and in particular Mr. Nikolaos Tzanetos, given his many years of experience in finance with the professional capacity of Economist and especially the fact that he held the position of Chief Financial Officer in a financial company, and all members are in a position to implement their duties and obligations.

Furthermore, all members of the Audit Committee are independent of the Company, according to the provisions of par. 1 and 2 of Article 9 of Law 4706.2020, as they do not directly or indirectly hold a percentage of voting rights more than 0.5% of the Company’s share capital and are free from financial, business, family or other dependent relationships, as defined in par. 2 of Article 9 of Law 4706/2020, which can affect their decisions and their independent and objective judgment.

The aforementioned Audit Committee has the same term of office with the Board of Directors, i.e. expires on 23.06.2024, the term of which may be extended until the next Ordinary General Meeting of the Company’s shareholders.

On the sixth issue, no announcements were made.

Kifissia, February 28, 2022