General Shareholders’ Meeting decisions - June 2020
We would like to inform you that the Annual Shareholders Meeting of the Company ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT MANAGEMENT S.A., was held on 17.06.2020 at 17.00 remotely in real time by teleconference due to the extraordinary situation and within the preventive measures for the spread of Covid-19. The Shareholder's Meeting was attended by 34 shareholders or their representatives holding 2.285.264 shares, i.e. a percentage of 76,73%.
The issues on the agenda which were discussed are the following:
- Submission and approval of the Financial Statements for the fiscal year 01.01.2019 – 31.12.2019, the Management Report of the Board of Directors and the Auditors’ reports.
- Distribution of Dividend - Allocation of Profits
- Approval of the total management of the members of the Board of Directors during the fiscal year 01.01.2019 - 31.12.2019 according to article 108 of the law 4548/2018 and exemption of the auditors from any liability for the financial year 01.01.2019 -31.12.2019.
- Election of a Certified Auditor and its deputy for the fiscal year 01.01.2020-31.12.2020 and determination of their fees.
- Appointment of a Certified Auditor and its deputy for the audit of the management accounts of the Mutual Funds managed by the Company for the fiscal year 01.01.2020 – 31.12.2020 and determination of their fees.
- Increase of the members of the Board of Directors – Election of new Board Members.
- 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.
- Granting of authorization and approval to members of the Board of Directors to perform acts in accordance with article 27 of the Articles of Association and in accordance to article 98 par. 1 of Law 4548/2018.
- Appointment of new members of the Audit Committee.
- Approval of the termination of sale of own shares according to Shareholders decision as of 13.06.2018 (regarding the handling of the own shares that have been obtained in accordance with the above decision).
- Miscellaneous announcements.
Regarding the first issue, the General Shareholders Meeting unanimously approved (76,73%) the BoD’s report and the Financial Statements of the fiscal year 1.1.2019-31.12.2019, i.e. the Chartered Accountants’ Report, the Balance Sheet, the Income Statement, the Statement of Changes in Equity, the Cash Flow Statement, the additional data and information and the Annex of the Financial Statements.
On the second issue, the General Shareholders Meeting unanimously approved (76,73%) the Board of Directors proposal for the distribution, from the earnings, of a dividend to the beneficiary shareholders of a total gross amount of 525.852,84 euro, corresponding to 0,1765 euro per share and incremented by the amount corresponding to the 115.044 own shares owned by the Company that are not entitled to a dividend. The dividend amount mentioned above is subject to a withholding of tax 5% and thus the shareholders shall receive a net amount of 0,1677 euro per share.
The ex-dividend date was set for 25.06.20.
The beneficiaries of the dividend for the fiscal year 2019 are the Company’s shareholders who shall be registered in the records of the Dematerialized Securities System on 26.06.20 (record date).
Payment shall begin on 02.07.20 and it shall be done through Piraeus Bank.
Finally, the General Meeting has approved the distribution of part of the earnings of the fiscal year 2019, of a total gross amount of 100.000,00 euro to employees of the Company.
On the third issue, the General Meeting has approved (with a percentage of 76,73%) the total management of the members of the Board of Directors during the fiscal year 01.01.2019 – 31.12.2019 according to article 108 of the law 4548/2018 and unanimously with a percentage of 76,73% also approved to release the Auditors from any liability for damages regarding their activity for the fiscal year 1.1.2019-31.12.2019.
On the fourth issue, the General Meeting has unanimously elected (76,73%) for the audit of the Company’s and the Group’s Financial Statements for the fiscal year 2020 the Certified Auditor DELOITTE CHARTERED ACCOUNTANTS S.A. and determined their fee.
On the fifth issue, the General Meeting has unanimously elected (76,73%) for the audit of the management accounts of the Mutual Funds which are under the Company’s management, for the fiscal year 2020, the Certified Auditor DELOITTE CHARTERED ACCOUNTANTS S.A. and determined their fee.
On the sixth issue the General Meeting with a percentage of 76,67% (0,07% voted negatively) has unanimously increased the BoD members from 5 to 6 and unanimously elected as BoD members Mr David-Phillip Gibbs, Phaedon Theodoros Tamvakakis, Christodoulos Aesopos, George Cambanis, Iossif Papadogiannis and Aggeliki Chatzidaki. The term of the new BoD will be of three years and will last until 16.06.2023 and may be extended until the next Annual General Meeting.
On the seventh issue, the General Meeting determined with a percentage of 49,87% (not including the shares of the BoD members) the remuneration of the members of the BoD, it has approved the remuneration of the previous year and pre-approved the remuneration of the following one.
On the eighth issue, the General Meeting has unanimously approved (76,73%) the granting of an authorization, pursuant to article 98 par.1 of law 4548/2018 and article 27 of the Articles of Association, to the members of the Company’s BoD, 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 in the BoDs and in the management of other companies pursuing identical or similar objectives to the ones of the Company ΑLPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT MANAGEMENT S.A.
On the ninth issue the General Meeting has unanimously approved (76,73%) the election of the members of the Audit Committee due to the term of office of the previous.
The Audit Committee shall consist of three members, one member of the BoD and two non members. The BoD member is a non executive member.
All members of the Audit Committee are independent members 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.
Thus, the Company’s Audit Committee will consist by :
- Mr Michael Papparis
- Mr Charalambos Stamatopolos
- Mr Georgios Campanis
Furthermore, Mr Michael Papparis is appointed unanimously (76,73%) as President of the Audit Committee as being an independent member while Mr Georgios Campanis is also a professional economist and an ex Chartered Accountant is considered by the General Shareholder’s Meeting (76,73%) as adequately experienced in accounting and auditing issues. 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 mutual funds management and investment services 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 2023.
On the tenth issue the General Meeting has unanimously approved (76,73%) the termination of sale of own shares according to Shareholders decision as of 13.06.2018 (regarding the handling of the own shares that have been obtained in accordance with the above decision).
Kifissia, June 17, 2020