RESOLUTIONS AND VOTING RESULTS

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

ON MAY 15th, 2024

"ALPHA TRUST HOLDINGS S.A." (the "Company") informs the investors that the Ordinary General Meeting of its Shareholders was held on May 15, 2024 and was attended, either in person or by proxy, by shareholders representing a total of 2.282.918 shares and 2.282.918 voting rights, i.e. 74,29 % of the paid- up share capital. It is clarified that, pursuant to article 50 para. 1(a) of Law 4548/2018, the Company's own shares have not been counted for the formation of the quorum.

The Ordinary General Meeting resolved on the following agenda items as follows:

Item 1: Submission and approval of the annual Financial Statements for the financial year 01.01.2023 - 31.12.2023, including the reports of the Board of Directors and the Auditor.

Τhe Annual Financial Statements, the Board of Directors' Management Report and the Independent Auditor's Report for FY 2023, as submitted in the form of a single report, were unanimously approved.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 2:Approval of the distribution of profits of 2023 and previous fiscal years and distribution of dividend.

The distribution of the profits of the financial year 2023 and in particular the amount of € 20.000 and of previous years (2021) and in particular the amount of € 1.710.000, in the form of a dividend distribution of a gross amount of € 0,5629872036 per share was unanimously approved. This amount is increased by the amount attributable to the Company's own shares, which amount to 41,250 and which are not entitled to dividend. The above gross dividend amount is subject to a 5% withholding tax, therefore the net dividend payable amounts to € 0,5348378434 per share.

Furthermore, the Ordinary General Meeting unanimously resolved to distribute the dividend as follows:

  • The 20th .05.2024 was set as Ex-dividend date.
  • The 21st .05.2024 was set as record date for the determination of the dividend beneficiaries.
  • The 27th .05.2024 was set as dividend payment commencement date.

1

Piraeus Bank S.A. was appointed as the paying bank of the dividend.

Finally, the General Meeting authorized the Board of Directors of the Company, with the right of sub- delegation to any of the Company's employees, as well as the Chief Financial Officer of the Company, Mr. Nikolaos Papadopoulos, each separately, to take any necessary or appropriate actions to ensure the above dividend distribution.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 3:Approval of the overall management of the members of the Board of Directors during the financial year 01.01.2023 - 31.12.2023, pursuant to article 108 of Law 4548/2018 and discharge of the Company's Auditors from any liability for the activities of the financial year 01.01.2023 - 31.12.2023, pursuant to article 117 par. 1 c) of law 4548/2018.

The overall management of the Board members during the fiscal year 2023 was unanimously approved, by open vote, pursuant to Article 108 para. 1 of the law 4548/2018 and the discharge from any responsibility for the activities of the fiscal year 2023 of the audit firm "GRANT THORNTON" and specifically the certified public accountants, Mr. Dimitrios Melas (Regular Auditor) and Ms. Gerasimopoulou Athanasia (Alternate Auditor), pursuant to article 117 para. 1 (c) of Law 4548/2018, was unanimously decided.

In this voting, the members of the Board of Directors, pursuant to paragraph 2 of article 108 of Law 4548/2018, participated only with their own shares, or as representatives of other shareholders, provided that they had received a relevant authorization with explicit and specific voting instructions. The same applies to the Company's employees.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 4:Election of the new Board of Directors and appointment of its independent members.

2

A new Board of Directors was elected, consisting of six (6) members, namely Mr. Aesopos Christodoulos, Ms. Levi Agni, Mr. Karaiskakis Stephanos, Mr. Tamvakakis Phaedon - Theodoros, Ms. Chatzidaki Angeliki and Mr. Gibbs David, with a three-year term of office, expiring on 15.05.2027, which may be automatically extended until the next Annual General Meeting of the Company's shareholders after its expiration.

Ms. Agni Levi and Mr. Stefanos Karaiskakis were appointed as independent non-executive members of the Board of Directors of the Company as they meet the independence criteria of article 9 of Law 4706/2020.

Regarding the newly elected Board of Directors, it is noted that:

  1. all the candidates meet the criteria of individual eligibility as specified in the Suitability Policy for the members of the Board of Directors, i.e. (a) have the knowledge, skills and experience necessary to perform their duties and experience relevant to the Company's activity; (b) have ethics, good reputation, integrity, reliability and solvency, c) have sufficient time to perform their duties d) have no incompatibilities or contractual commitments relating to the nature of the Company's business that could affect the performance of their duties, while all candidates are fully informed of the Company's Conflict of Interest Policy; and e) have independence of judgement.
  2. there is sufficient gender representation of at least twenty-five percent (25%) of the total number of Board members
  3. the composition of the new Board of Directors of the Company fully complies with the requirements of Law 4706/2020 regarding the number of independent non-executive members of the Board of Directors.
  4. Each of the independent members of the Board of Directors meets the independence criteria set out in article 9 of Law 4706/2020.

Furthermore, it is noted that, according to the provisions of Article 18 para. 1 of Law 4706/2020, the Note of the Board of Directors on the candidates for the Board of Directors, which includes: (a) the justification of the proposal of the candidate members of the Board of Directors, (b) the curriculum vitae of the candidate members of the Board of Directors, and (c) the determination of the eligibility/suitability criteria of the candidate members of the Board of Directors, in accordance with the Company's Suitability Policy for the members of the Board of Directors and with regard to the candidates proposed as independent members of the Board of Directors, the fulfilment of the criteria set forth in Article 9 of Law 4706/2020, as well as the detailed curriculum vitae were available on the Company's website https://atrust.gr/in due time for the information of shareholders and investors in general.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

3

Number of votes abstain

0

0,0%

Item 5:Determination of the type of the Audit Committee and the term of office, number and qualifications of its members pursuant to article 44 of Law 4449/2017 - Election of new members of the Audit Committee - Determination of the remuneration of the members of the Audit Committee.

Initially, with regard to the type of the Company's Audit Committee and the term of office, number and qualifications of its members, the General Meeting of shareholders approved and decided, in accordance with article 44, para. 1b' of Law 4449/2017, the following:

  1. The Audit Committee shall be an independent committee of the Company and shall consist of three members, namely one (1) member of the Board of Directors, independent non-executive, and two (2) third persons - non-members of the Board of Directors, of which at least one shall be independent.
  1. The term of office of the members of the Committee shall be the same as the term of office of the members of the Board of Directors.
  1. The members of the Committee elected by the General Meeting shall meet the criteria of article 44 of Law 4449/2017, as in force.
  2. Following the election of the members of the Audit Committee by the General Meeting of the Company, the Committee shall be constituted to appoint the Chairman from among its independent members.

Furthermore, the General Meeting of shareholders approved and decided unanimously the election of Ms Agni Levi, independent non-executive member of the Board of Directors and of Mr. Apostolos Papadopoulos and Mr. Michael Papparis, third persons - non-members of the Board of Directors, as new members of the Audit Committee, as all the above have sufficient knowledge in the areas in which the Company operates and at least one of them, who is independent of the Company and in particular Mr. Apostolos Papadopoulos has sufficient knowledge and experience in auditing or accounting, pursuant to paragraph 1g) of article 44 of Law 4449/2017, while Ms. Agni Levi and Mr. Apostolos Papadopoulos, also meet the independence criteria, set out in paras. 1 and 2 of article 9 of Law 4706/2020, i.e. they do not currently directly or indirectly hold a percentage of voting rights exceeding 0.5% of the Company's share capital and are free from financial, business, family, or other types of dependence, as defined in the provision of article 9 paragraph 2 of Law 4706/2020.

The term of office, based on item b) above, was unanimously decided to be three years, i.e. until 15.05.2027, which may be automatically extended until the next Ordinary General Meeting following the expiry of its term of office.

Finally, the remuneration of the members of the Audit Committee (€ 10,000 per annum for the Chairman of the Committee and € 5,000 per annum for each member thereof) was approved.

4

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 6:Appointment of an audit firm of Certified Public Accountants Auditors for the regular and tax audit of the current fiscal year 01.01.2024 - 31.12.2024 and determination of their fees.

The General meeting of shareholders unanimously decided that the regular and tax audit of the fiscal year 2024 will be conducted by the audit firm "GRANT THORNTON", with GEMI no. 121548701000 and SOEL registration no. 127, for a fee of up to € 21.300,00 plus VAT, which includes the regular audit of the annual financial statements for the financial year 2024, the review of the interim financial information for the period 01.01.2024 - 30.06.2024, the tax audit for the fiscal year 2024 for the issuance of the tax compliance report, the Assurance Report based on the ESEF and the Assurance Report for the completeness check of the information included in the Remuneration Report (Article 112 of Law 4548/2018).

It is noted that for the renewal of the appointment of the above audit firm, the Audit Committee submitted a relevant recommendation to the Board of Directors, pursuant to article 16 para. 2 of Regulation 537/2014 and Article 44 para.3 (f) of Law 4449/2017.

In addition, it is clarified that the time limits of Article 17 para. 1 of Regulation 537/2014 and Article 48 of Law 4449/2017 are not exceeded.

Finally, article 124 para. 8 of Law 4548/2018 was not applied and the members of the Board of Directors, who are also shareholders, duly participated in the vote on this item, since the Board of Directors, including the independent members, unanimously proposed the assignment of the audit as described above.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 7:Submission and voting of the Audit Committee's Activity Report for the fiscal year 2023.

5

The Audit Committee's Activity Report for the fiscal year 2023, which was available to shareholders on the Company's website https://atrust.gr/in due time, was unanimously approved.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 8:Determination of the remuneration of the members of the Board of Directors - Approval of the remuneration of the members of the Board of Directors for the previous fiscal year and pre- approval of the remuneration of the members of the Board of Directors for the current fiscal year and the first half of the next fiscal year.

The remuneration and compensations paid to cover the travel, accommodation and other expenses of the Board members during the fiscal year 2023 and for their participation in Board meetings and Board Committees, in accordance with the provisions of article 109 paragraph 1 of Law 4548/2018, as in force, were approved in their entirety. This remuneration amounts to a total gross amount of € 105,000.

Furthermore, the General Meeting unanimously decided to pre-approve the gross remuneration and compensation of its members for their participation in the Board of Directors and its Committees for the current fiscal year 2024 up to a total amount of 86.000 €, as well as for the first half of the fiscal year 2025 up to the total amount of 43.000 €. The above remuneration and compensation are in accordance with the Company's existing Remuneration Policy, as in force. The above remuneration is gross and does not include employer contributions. The net remuneration will be calculated based on the deductions and contributions borne by each beneficiary.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 9:Free distribution of own shares to members of the Board of Directors and the personnel of the Company, pursuant to the provisions of article 114 of Law 4548/2018. Relevant authorizations to the Board of Directors.

6

The Ordinary General Meeting of shareholders unanimously resolved the free distribution of up to 31,141 own shares to members of the Board of Directors and the Company's personnel pursuant to article 114 of Law 4548/2018, as a reward, under the following conditions:

  1. the total number of shares to be distributed free of charge to the persons who will achieve the targets for fiscal year 2024, as they designated, will not exceed 31,141.
  2. source of shares to be distributed: own shares acquired or already acquired for this purpose and held by the Company and kept in its portfolio or resulting from the issue of new shares with capitalisation of undistributed profits or distributable reserves or share premium
  3. the achievement of the objectives, as determined by the Company's Remuneration and Nomination Committee and the Board of Directors in its decision. More specifically, the exact number of shares to be distributed, the persons to whom they will be distributed and the assessment of whether or not the objectives will be achieved will be determined by a recommendation of the Company's Remuneration and Nomination Committee, which will be submitted to the Board of Directors for the latter to take the relevant decision.

An authorization to adjust accordingly the number of shares to be distributed, in case the free distribution is preceded by a corporate transaction such as a split or reverse split, etc. of the Company's shares, during the free distribution decided as per above, was unanimously granted by the Ordinary General Meeting to the Board of Directors

Furthermore, the Ordinary General Meeting of shareholders unanimously authorized the Board of Directors to determine the beneficiaries and any other relevant conditions for the implementation of this resolution.

Number of shares for which valid votes

2.282.918

were cast / valid votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

Number of votes against

0

Number of votes abstain

0

Percentage of the present and

represented votes

100%

0,0%

0,0%

Item 10:Permission, pursuant to Article 98 par.1 of Law.4548/2018 and Article 27 of the Company's Articles of Association, to the members of the Board of Directors of the Company to perform, on their own account or on behalf of third parties, acts falling within the purposes of the Company, as well as to participate as general partners or as sole shareholders or partners in companies pursuing such purposes.

7

The Ordinary General Meeting of shareholders unanimously resolved to grant permission, pursuant to article 98 para. 1 of Law 4548/2018 and article 27 of the Articles of Association, to the members of the Board of Directors to perform, on their own account or on behalf of third parties, acts falling within the purposes of the Company, as well as to participate as general partners or as sole shareholders or partners in companies pursuing such purposes.

Number of shares for which valid votes

2.282.918

were cast / valid votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

Number of votes against

0

Number of votes abstain

0

Percentage of the present and

represented votes

100%

0,0%

0,0%

Item 11:Submission of the Report of the Independent Non-Executive Members of the Board of Directors pursuant to Article 9 para. 5 of Law 4706/2020.

The Report of the Independent Non-Executive Member of the Board of Directors, which was available on the Company's website https://atrust.gr/in due time, was submitted to the Ordinary General Meeting of Shareholders.

Number of shares for which valid votes

2.282.918

were cast / valid votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

Number of votes against

0

Number of votes abstain

0

Percentage of the present and

represented votes

100%

0,0%

0,0%

Item 12:Submission for discussion and voting of the Remuneration Report pursuant to article 112 of Law 4548/2018 for the fiscal year 2023.

The Remuneration Report of the fiscal year 2023, which has been prepared in accordance with the provisions of article 112 of Law 4548/2018 was unanimously approved. The text of the Remuneration Report of the fiscal year 2023 was available on the Company's website https://atrust.gr/in due time.

It is clarified that the shareholders' vote on the Remuneration Report is advisory, pursuant to article 112 para. 3 of Law 4548/2018.

Number of shares for which valid votes

were cast / valid votes

2.282.918

Percentage of the present and

represented votes

8

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 13:Amendment of the Suitability Policy for the members of the Board of Directors.

The revised version of the Suitability Policy for the members of the Board of Directors, the draft of which was available on the Company's website https://atrust.gr/in due time, was unanimously approved.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 14:Amendment of the Remuneration Policy.

The revised version of the Remuneration Policy, the draft of which was available on the Company's website https://atrust.gr/in due time, along with the Annotative Report of the Board of Directors, was unanimously approved.

Number of shares for which valid votes

2.282.918

Percentage of the present and

were cast / valid votes

represented votes

Percentage of voting share capital

74,29%

Number of votes for

2.282.918

100%

Number of votes against

0

0,0%

Number of votes abstain

0

0,0%

Item 15:No other items were proposed for approval and decision-making and the Management informed the attending Shareholders about the recent developments and the progress of the Company's operations.

Kifissia, May 15, 2024

9

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Alpha Trust Mutual Fund and Alternative Investment Fund Management SA published this content on 15 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 16:29:08 UTC.