Invitation of shareholders to the Annual Ordinary General Shareholders' Meeting
I. Pursuant to the resolution of the Board of Directors dated on 17.05.2022 of the company under the name “ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A.” and with distinctive title “ALPHA TRUST” (“Company”) and in accordance with the Greek Law and the Company’s Articles of Incorporation, the Shareholders of the Company are hereby invited to participate in the Annual Ordinary General Shareholders' Meeting which will take place on Tuesday, June 7, 2022 at 17:00 hours at the conference hall at 7, Taki Kavalieratou street in Kifissia, in order to resolve upon the following Agenda:
a. Submission and approval of the annual Financial Statements for the fiscal year 01.01.2021-31.12.2021, accompanied by the reports of the Board of Directors and the Certified Public Accountant Auditors of the Company.
b. Approval of distribution of dividend €0,3426 per share (before taxes) - Allocation of profits.
c. Free distribution of up to 77.853 own shares to members of the Board of Directors and the staff of the Company under article 114 of L. 4548/2018.
d. Approval, according to article 108 of L. 4548/2018, of the total management of the members of the Board of Directors that took place during the fiscal year 01.01.2021-31.12.2021 and discharge of the Certified Public Accountant Auditors from any liability for the financial year 01.01.2021-31.12.2021, according to article 117 par. 1 c) of L. 4548/2018.
e. Election of an Auditing Company of Certified Public Accountant Auditors for the statutory and tax audit of the fiscal year 01.01.2022-31.12.2022 and determination of its remuneration.
f. Election of an Auditing Company of Certified Public Accountant Auditors for the audit of the management accounts of the Mutual Funds managed by the Company for the fiscal year 01.01.2022-31.12.2022 and determination of its remuneration.
g. Announcement of the election of a member of the Board of Directors of the Company as a temporary independent non-executive member - Decision on the final resignation of an independent member (appointment) to a member of the Board of Directors.
h. Appointment of an independent non-executive member of the Board of Directors as a member of the Audit Committee.
i. Submission and approval of the Audit Committee’s report for the fiscal year 01.01.2021-31.12.2021.
j. Determination of the Board of Directors members’ remuneration - Approval of their fees for the previous fiscal year and pre-approval of their fees for the current fiscal year and the first half of the following fiscal year.
k. Granting of authorization and approval to members of the Board of Directors to perform acts under article 27 of the Articles of Association and in accordance with article 98 par. 1 of L. 4548/2018.
l. 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 7, 2022, the Shareholders of the Company are invited to a Repeat General Meeting to be held on Tuesday, June 14, 2022 at 17:00 at the conference hall at 7, Taki 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 L. 4548/2018, as in force.
II. Subsequently, the Company informs its Shareholders of the following:
Α. Right to participate and vote at the General Meeting
Every shareholder is entitled to participate and vote at the General Meeting. Each Company share bears one (1) voting right at the General Meeting.
All shareholders of the Company, either in person or via proxy, with no exemptions, may participate and vote in the General Meeting of June 7, 2022 and in the eventual Repeat meeting of June 14, 2022.
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 Annual Ordinary General Meeting at 07.06.2022 and the Repeat General Meeting at 14.06.2022. 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).
Shareholder status should exist at the latest by the beginning of the fifth (5th) day prior to the day of the initial meeting of the General Meeting of 07.06.2022, i.e. at the beginning of 02.06.2022 (record date) and the relevant written certification or electronic verification of shareholder status must be received by the Company no later than the third (3rd) day before the meeting of the General Meeting, i.e. until 04.06.2022, during working days and hours.
Towards the Company, a shareholder is deemed to have the right to participate and vote at the General Meeting, if he is a shareholder at the respective record date.
B. Participation and voting process by proxy
The shareholder may participate in the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxy holders.
The proxy holder votes according to the shareholder’s instructions, if any. Non-compliance by the proxy holder 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 reaching the majority, in accordance with article 128, par. 3 section c of K. 4548/2018.
Prior to the commencement of the General Meeting proceedings, the proxy holder must disclose to the Company any particular fact, which may be useful to shareholders in assessing the risk that the proxy holder may pursue interests other than those of the shareholder. A conflict of interest may arise particularly when the proxy holder is: a) a controlling shareholder of the Company, or another legal person or entity controlled by such shareholder, b) a member of the Board of Directors, or in general of the management of the Company, or of a controlling shareholder , or another legal person or entity controlled by such shareholder, c) an employee or an auditor of the Company, or a controlling shareholder, or another legal person or entity controlled by such shareholder d) a spouse or a relative in the first degree with one of the natural persons referred to in (a) to (c) hereinabove. In addition, the shareholder’s proxy person shall keep record of the voting instructions for at least one (1) year, from the date of the General Meeting or, in the event of postponement, of the last Repeat General Meeting in which he has used the proxy.
Legal persons participate in the General Meeting through their representatives.
The appointment and revocation or replacement of the representative or the proxy person of the shareholder shall in any case be made in writing or by electronic means and shall be submitted to the Company at least forty-eight (48) hours before the scheduled date of the Meeting, i.e. by 05.06.2022 at 17:00 for the initial Annual Ordinary General Meeting and no later than 12.06.2022 at 17:00 hours for any Repeat.
The Company has made available form for appointing a proxy to participate and vote in the General Meeting, which is available to shareholders in hard copy at the Company’s Shareholder Service (21, Tatoiou street, 14561 Kifissia, Mrs. Evangelia Athanasoglou-Alexiou, tel. +30 210 6289200) and in electronic form on the website of the Company www.alphatrust.gr. The said form shall be filled in and submitted signed by the shareholder at the Company’s Shareholder Service on 21 Tatoiou street, 14561 Kifissia (Shareholder Service, Mrs. Evangelia Athanasoglou-Alexiou, tel. +30 210 6289200) or sent via fax at: +30 210 6234242 or via e-mail at: e.athanasoglou-alexiou@alphatrust.gr. The lawful beneficiary shareholder is called upon to take all necessary measure for confirming the successful submission of the proxy form and its receipt by the Company by calling: + 30 210 6289200.
Kifissia, May 17, 2022
The Board of Directors