INVITATION Of shareholders to an Annual Ordinary Shareholders Meeting - June 2020
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 remotely in real time by teleconference due to the extraordinary situation and within the preventive measures for the spread of Covid-19, in the Annual Shareholders Meeting which will take place on Wednesday, June 17, 2020 at 17:00 hours from a conference hall at 7, Kavalieratou Street in Kifissia, in order to resolve upon the following Agenda:
a. 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.
b. Distribution of Dividend - Allocation of Profits
c. 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.
d. Election of a Certified Auditor and its deputy for the fiscal year 01.01.2020- 31.12.2020 and determination of their fees.
e. 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.
f. Increase of the members of the Board of Directors – Election of new Board Members.
g. 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.
h. 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.
i. Appointment of new members of the Audit Committee.
j. 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).
k. 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 Wednesday, June 17, 2020 shareholders are invited to a Repeat General Meeting, to be held on Wednesday, June 24, 2020 at 17:00 at a conference hall at 7, Kavalieratou 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.
In accordance with the provisions of par.2 of art.33 of the Legislative Content Act (Government Gazette A’ 68/20.03.2020) which was ratified by Law 4683/2020 (Government Gazette A’ 83/10.04.2020), the General Meeting of June 17th, 2020 and any Repeat General Meeting, will take place remotely, in real-time by teleconference and the use of electronic means, without the physical presence of Shareholders at its venue, under the conditions of art.125 of Law 4548/2018 and the specific provisions in the present invitation.
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, is entitled to participate in the General Meeting at 17.06.2020 and the Repeat General Meeting at 24.06.2020. Sharehorder status should exist at the latest by the beginning of the fifth (5th) day prior to the General Meeting, that is at the beginning of 12.06.2020 (record date). The same record date is valid in case of a Repeat General Meeting.
Proof of shareholder status may be made by any means and in any case can be made through direct electronic link-up of the Company with the records of the Dematerialized Securities System or through the registered agents in the HELLENIC CENTRAL SECURITIES DEPOSITORY S.A in any other case.
B. Remote participation and vote at the General Meeting in real-time by teleconference
In order for Shareholders to participate and vote at the Annual Shareholders Meeting of June 17th, 2020 and any Repeat General Meeting, which will take place remotely, in real-time by teleconference, without their physical presence, they or, their proxies, must create and use an electronic shareholder account at the electronic platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website www.athexgroup.gr/AXIAeShareholdersMeeting . In order to access the electronic platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.
In order for a shareholder or his/her proxy to create an account in the electronic platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.
If, on accessing the electronic platform the above information entered by the shareholder does not match the date registered in the Dematerialized Securities System and have been provided to the Company by the Hellenic Central Securities Depository as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Decision No 8 of the Hellenic Central Securities Depository, “Services to facilitate shareholder identification in remote general meetings & provision of 2-factor authentication when investors access ATHEXCSD electronic services”, shareholders must provide or update the information above, in order to create the account.
For this purpose, shareholders are requested to contact without delay the Operator of their Account where the shares of the Company are kept, or any other intermediary, that provides them with custody services for the shares of the Company, as the case may be, in order to notify them or to update their valid email address and mobile telephone number for identification.
Further instructions to participate at the General Meeting by teleconference will be posted on the website of the Company and will be sent by the Company via email to shareholders that have completed the above procedure and are eligible to participate at the Annual General Meeting or any Repetitive meetings.
For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at email@example.com or by telephone at +30 210 6289200 (daily between 09.00 –17.00).
Furthermore, starting with the publication of the present and until the end of the General Meeting, a help desk will operate that will provide information and support shareholders and their representatives at +30 210 3366120 or by email at AXIAeShareholdersMeeting@athexgroup.gr.
Shareholders that will participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting. Therefore, shareholders will have the ability to:
a) follow the proceedings of the General Meeting with electronic or audiovisual means,
b) take the floor and address the General Meeting orally during the General Meeting,
c) vote in real time during the GM on the matters of the daily agenda
d) receive information on the recording of their vote.
C. 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 15.06.2020 at 17:00.
Specifically for shareholder participation by proxy at the General Meeting on 17 June 2020 or any Repetitive Meetings, remotely in real-time by teleconference, shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty- eight (48) hours before the date of the General Meeting (i.e. by 17:00 on 15.06.2020 at the latest).
Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the representative, as declared in the proxy document, the Company creates an account for the proxy on the electronic platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in B. above.
The Company has made available document to appoint a proxy to participate in the General Meeting on 17 June 2020 remotely in real-time by teleconference 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 May 27th, 2020
The Board of Directors