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 10.9.2018 at 09:30 at the Company’s offices (21 Tatoiou str, Kifissia). The Shareholder’s Meeting was attended by 43 shareholders or their representatives holding 182,932 shares, thus forming a quorum with a percentage of 43.80% of the Company’s share capital.

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

  1. Amendment of the decision of the General Shareholders’ Meeting held on 7.6.2016 relating to “Decision for the purchase of own shares, in accordance with the provisions of article 16 of  C.L. 2190/1920, as amended by Law 3604/2007”, regarding the handling of the own shares acquired by virtue of the above decision.
  2. Decision on the purchase of own shares, in accordance with the provisions of article 16 of Codified Law 2190/1920, as amended by Law 3604/2007.
  3. New appointment of independent members of the BoD.
  4. Appointment of members of the Audit Committee under Article 44 of Law 4449/2017.
  5. Various announcements.

Regarding the first issue, the General Meeting, with 182,912 votes in favour (percentage of 43.80% of the share capital) and 20 votes against (percentage of 0.0048% of the share capital), has approved the decision of the Shareholders’ General Meeting dated 7.6.2016 relating to «Decision for the purchase of own shares, in accordance with the provisions of article 16 of  C.L. 2190/1920, as amended by Law 3604/2007», regarding the handling of the own shares acquired by virtue of the above decision and has decided to change the objective of the acquisition of the own shares, and specifically either to cancel them or to sell them to third parties, or both, at the discretion of the BoD and following a relevant suggestion by a shareholder, in case of a sale of shares to third parties, a pre-emptive right in favour of old shareholders shall apply by analogous application of the provisions of article 13 of codified law 2190/9120 with a minimum sale price of own shares of at least € 14.40 per share. It should be noted that the above mentioned sale price also includes fees and commissions paid for their acquisition. Finally, the General Meeting has authorised the Board of Directors to decide on the particular conditions and the implementation procedure of said decision and on the exercise of the pre-emptive right for this particular objective.

On the second issue, the General Meeting, with 182,912 votes in  favour (percentage 43.80% of the share capital) and 20 votes against (percentage 0.0048% of the share capital), has approved:

the purchase of own shares, in accordance with the provisions of article 16 of law 2190/1920, as amended by law 3604/2007, with the purpose of either cancelling them or selling them to third parties, or both, at the discretion of the Board of Directors the latter being unanimously authorized by the present to take the most appropriate decision for the interests of the Company at a given moment and situation, i.e. to proceed to the cancellation of own shares or to their sale to third parties, thus, following a relevant suggestion by a shareholder, giving rise to the exercise of a pre-emptive right by old shareholders by analogous application of the provisions of article 13 of codified law 2190/9120, under the following terms and conditions:

  1. Purchase of own shares up to 10% of the total outstanding shares of the Company at any given time.
  2. Upper limit for acquisition is set at euro 50.00 and lower limit is set at euro 1.00 per share.
  3. The share buyback period shall be 24 months, i.e. until 9/9/2020 or until the expiry of the duration of the Company for any reason whatsoever, whichever comes first.

On the third issue, the General Meeting has unanimously appointed, with 182.932 votes (percentage of 43.80% of the share capital), as independent non executive members of the Company’s Board of Directors elected on 2.4.2018 four of them, i.e. M. (1) Nikolaos Kyriazis, (2) Alexios Soultogiannis, (3) Anastasios Adam and (4) James Edward Jordan, which fulfill the independence conditions set forth by article 4, par. 1 of law 3016/2002 as currently in force, given that today: (a) they do not own shares at a percentage bigger than 0.5% of the Company’s share capital and (b) they do not have a subordinate relationship with the Company or parties related to it, as defined in the provision of article 4 par. 1 of law 3016/2002.

Regarding the fourth issue, the General Meeting unanimously, with 182,932 votes (percentage of 43.80% of the share capital) approved the following:

The Audit Committee shall consist of members of the Board of Directors and shall thus be a Committee of the Company’s Board of Directors. It shall be composed of three non executive members, three of which are also independent members of the BoD.

Then, the General Meeting has appointed an Audit Committee consisting of the following:

Nikolaos Kiriazis, independent non executive member of the Board of Directors,

Alexander Zagoreos non executive members of the BoD and

Anastasios Adam, independent non executive member of the BoD, i.e. of the same members appointed following the General Meeting dated 2.4.2018, with the sole difference that by virtue of the above mentioned decision of the General Meeting on the appointment of independent members of the BoD, M. Alexander Zagoreos is not appointed as an independent member of the BoD.

Thus, the Company’s Audit Committee consists of three non executive members of the BoD, two of which (M. Nikolaos Kiriazis and M. Anastasios Adam) have already been appointed by the present General Meeting and are independent non executive members of the BoD, given that today: (a) they do not own shares at a percentage bigger than 0.5% of the Company’s share capital and (b) they do not have a subordinate relationship with the Company or parties related to it, as defined in the provision of article 4 par. 1 of law 3016/2002. M. Nikolaos Kiriazis is an independent non executive member of the BoD, a professional economist, university teacher, possesses a long experience in business administration and is considered by the General Shareholder’s Meeting as adequately experienced in accounting and auditing issues, and is thus appointed Chairman of the Audit Committee. Furthermore, the General Meeting acknowledges that all three members of the Audit Committee mentioned above have sufficient knowledge in the area in which the Company operates, i.e. in portfolio investments and more generally fulfil the conditions of par. 1, article 44 of law 4449/2017.

Finally, the General Meeting has decided that the elected Audit Committee shall have a mandate until the Ordinary General Shareholders’ Meeting of the Company which shall be convened within the year 2021.

Kifissia, September 10, 2018