INVITATION Of shareholders to an Annual Ordinary Shareholders Meeting - June 2021
I. Pursuant to the resolution of the Board of Directors and in accordance with the Greek law and the Company’s Articles of Incorporation, shareholders of ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A. are hereby invited to participate in the Annual Shareholders Meeting which will take place on Tuesday, June 29, 2021 at 09:30 hours at the Company’s headquarters at 21, Tatoiou street in Kifissia, in order to resolve upon the following Agenda:
- Submission and approval of the Financial Statements for the fiscal year 01.01.2020 – 31.12.2020, the Management Report of the Board of Directors and the Auditors’ reports.
- Distribution of Dividend € 0,15 per share (before taxes)- Allocation of Profits.
- Free distribution of own shares to members of the Board of Directors and the staff of the Company under article 114 of law 4548/2018.
- Approval of the total management of the members of the Board of Directors during the fiscal year 01.01.2020 - 31.12.2020 according to article 108 of the law 4548/2018 and exemption of the auditors from any liability for the financial year 01.01.2020 -31.12.2020.
- Election of a Certified Auditor and its deputy for the fiscal year 01.01.2021-31.12.2021 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 01.01.2021 – 31.12.2021 and determination of their fees.
- Increase of the members of the Board of Directors – Appointment of independent members.
- Determination of the members of the Audit Committee according to the provisions of article 44 Law 4449/2017 as in force, determination of the composition, their term of office.
- Merge of the Remuneration Committee and the Nominations Committee in one and appointment of its members pursuant to article 10 par.2Law 4706/2020.
- Approval of the Eligibility Policy of the BoD members according to the provisions of art.3 Law 4706/2020.
- 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.
- Miscellaneous announcements
In case of postponement or cancellation or no-quorum according to the law, for all or part of the agenda issues, at the meeting on Tuesday, June 29, 2021 shareholders are invited to a Repeat General Meeting, to be held on Wednesday, July 06th, 2021 at 09:30 at the Company’s headquarters at 21, Tatoiou street in Kifissia.
It is noted that no new invitation to the Repeat General Meeting will be published, in accordance with article 130 par. 2 section c of Law 4548/2018, as in force.
All participants in the Ordinary General Meeting of June 29, 2021 or in its repeat meeting must have performed, before their arrival at the meeting place, COVID-19 test up to 24 hours before. Proof of negative statement will be requested upon entry.
II. Subsequently, the Company informs its Shareholders of the following :
Α. Right to participate and vote at the General Meeting
All shareholders, either in person or via proxy, with no exemptions, may participate and vote in the General Meeting and in the eventual Repeat General Meeting.
Any person appearing as a shareholder at the registry of the Dematerialized Securities System managed by HELLENIC CENTRAL SECURITIES DEPOSITORY S.A., in which the shares of the Company are recorded or any person identified as such based on the relevant date through registered intermediaries or other intermediaries, in line with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), as well as the Rulebook of the Hellenic Central Securities Depository (Government Gazette Β’ 1007/16.03.2021), is entitled to participate in the Ordinary General Meeting at 29.06.2021 and the Repeat General Meeting at 06.07.2021. Proof of shareholder status should be made by presenting relevant written certification from the above mentioned Central Securities Depository or alternatively, proof of shareholder status can be made through direct electronic link-up of the Company with the records of the Dematerialized Securities System or through the above intermediaries in line with the above provisions. A shareholder may participate in the General Meeting through confirmations or notices of articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, except if the General Meeting refuses said participation for good reason which justifies such refusal in line with the applicable provisions (art.19 par. 1 L. 4569/2018, art. 124 par. 5 L. 4548/2018).
The capacity of the shareholder must be present at the beginning of the fifth (5th) day before the day of the initial meeting of the General Meeting of 29/06/2021, ie at the beginning of 24/06/2021 (record date) and the relevant written confirmation or electronic certification of their shareholder status must reach the Company no later than the third (3rd) day before the meeting of the General Meeting, ie until 26/06/2021, during working days and hours.
Against the Company, it is considered that whoever is the shareholder on the respective registration date has the right to participate and vote in the General Meeting.
B. Participation process and vote by proxy Shareholder
Shareholders may participate in the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. A proxy holding proxies from several Shareholders may cast votes differently for each shareholder.
The proxy votes according to the shareholder’s instructions, if any. Non-compliance by the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy’s vote was decisive in achieving the majority.
The shareholder proxy is obliged to notify the Company, before the start of the General Meeting, about any specific event, which may be useful to shareholders in order to ascertain the risk that the proxy may serve other interests besides the interests of the shareholder. A conflict of interest may arise particularly when the proxy is: a) a shareholder that exercises control of the Company, or other legal person or entity that is controlled by that shareholder, b) a member of the Board of Directors or in general of the management of the Company or a shareholder that exercises control of the Company, or other legal person or entity that is controlled by that shareholder, which exercises control of the Company, c) an employee or a certified auditor of the Company or a shareholder that exercises control, or other legal person or entity that is controlled by a shareholder that exercises control of the Company d) a spouse or a relative in the 4 first degree with one of the private individuals that are mentioned in cases a) to c).
The appointment and revocation or replacement of the proxy or representative takes place in writing or by electronic means that are submitted to the Company at least forty-eight (48) hours before the appointed date of the General Meeting, until and 27.06.2021 at 09:30.
The Company has made available document to appoint a proxy to participate in the General Meeting on 29 June 2021 which is available to shareholders in hard copy at the Investor Relations Department of the Company (21, Tatoiou str, Kifissia, Mrs Mary Salamoura, tel. +30 210 6289200) and in electronic form on the website of the Company www.alphatrust.gr.
Kifissia, June 07th, 2021
The Board of Directors
Following are the CVs of the candidate members of the Board of Directors already elected at the Annual Shareholders Meeting of 17.06.2020 as well as canditate’s Agni Levi who will be proposed at the Ordinary General Meeting of June 29, 2021 following a relevant proposal of the Remuneration and Nominations Committee.
The candidate members have, as it appears from their CV data, the necessary qualifications and experience related to the activity of the Company and are deemed appropriate for their participation in its Board of Directors.
Also, George Cambanis and Agni Levi fulfil the conditions of independence of article 4 Law 3016/2002 and of article 9 Law 4706/2020 as they have no relationship of dependence with the Company or any affiliated/related Company.