General Shareholders’ Meeting decisions - 04/02/2020
We would like to inform you that the Extraordinary General Shareholder’s Meeting of the Company ALPHA TRUST MUTUAL FUND AND ALTERNATIVE INVESTMENT MANAGEMENT S.A., was held on 04.02.2020 at 17.00 at the conference venue on 7, Kavalieratou str. Kifissia. The Shareholder's Meeting was attended by 42 shareholders or their representatives holding 581.426 shares, i.e. a percentage of 78,091%.
The items on the agenda which were discussed are the following:
- Dividend distribution of profits carried forward from previous fiscal years € 1,40 per share.
- Share capital increase via capitalization of the reserves account and subsequent increase of the share’s nominal value up to € 1,40 per share, stock split of 3 new shares to one old and subsequent amendment of article 5 of the Articles of Association.
- Stock option program.
- Nomination of members of the Audit Committee.
- Approval of the election of a new member of the Board of Directors.
- Amendment of article 12 of the Articles of Association.
- Miscellaneous announcements
Οn the first issue, the General Meeting unanimously (78,091%) decided the distribution of profits from previous fiscal years of a dividend to the beneficiary shareholders of a total gross amount of 1.042.372,80 euro, corresponding to 1,40 euro per share and incremented by the amount corresponding to the 28.761 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 1,33 euro per share.
The ex-dividend date was set for 07.02.2020.
The beneficiaries of the dividend are the Company’s shareholders who shall be registered in the records of the Dematerialized Securities System on 10.02.2020 (record date).
Payment shall begin on 13.02.2020 and it shall be done through Piraeus Bank.
On the second point, the General Meeting unanimously approved (78,091%) :
- a) To increase the Company’s share capital by a total of € 1.082.638,20, amount which derives from : i) capitalizing part of the reserve “taxed income” amounting to € 120.534,40 and ii) capitalizing an amount of € 19.084,76 from tax free reserves formed in accordance with special law provisions, both these amounts reduced by the corresponding 5% tax. The increase shall take place by increase of the share nominal value by 1,40 Euro. Thus the Company share capital will amount to 1.113.570,72 Euro, divided into 773.313 ordinary registered shares with a nominal value of 1,44 Euro each.
- b) to increase the number of shares by issuing three new shares for each existing one and decreasing the share nominal value by 1,08 Euro per share.
Thus, the Company’s share capital shall stand at 1.113.570,72 Euro, divided into 3.093.252 ordinary registered shares with a nominal value of 0,36 Euro each
Additionally, the General Meeting has unanimously approved (78,091%), pursuant to the above decisions, the amendment of par. 1, article 5 of the Articles of Association.
On the third issue, the General Meeting unanimously approved (78,091%) the adoption of a shareholder plan for the Company's executives and employees and its subsidiaries, in the form of a stock option plan (options). Specifically, the program will have a maturity of three years and the maximum number of shares to be sold will be 104.400 shares following split of the second point. The issue price of the shares was determined on the basis of the weighted average trading price of the Company's share on the Stock Exchange of the last six months prior to the date of the General Meeting's decision, ie 17,748 euros per share thus it will be 4,437 euros per share following split of the second point (17,748 : 4 = 4,437).
Finally, the General Meeting unanimously authorized the Board of Directors to take all necessary steps to implement this decision and to regulate any other relevant details not otherwise regulated by this General Meeting of Shareholders.
On the fourth issue, the General Meeting unanimously approved (78,091%) the election of an Audit Committee.
The Audit Committee shall consist of members 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 Micael Papparis is appointed unanimously (78,091%) as President of the Audit Committee as being an independent member while Mr Georgios Campanis who is a non executive member of the BoD and is also a professional economist and an ex Chartered Accountant is considered by the General Shareholder’s Meeting (78,091%) 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 2020.
On the fifth issue the General Meeting has unanimously (78,091%) approved the election of Mr Georgios Campanis as member of the BoD in replacement of Mr Nikolaos Tzanetos.
On the sixth issue of the agenda the General Meeting has no decision.
Kifissia, February 4, 2020