RESOLUTIONS AND VOTING RESULTS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON MAY 22nd, 2025

“ALPHA TRUST HOLDINGS S.A.” (the “Company”) informs the investors that the Ordinary General Meeting of its Shareholders was held on May 22, 2025 and was attended, either in person or by proxy, by shareholders representing a total of 2.276.820 shares and 2.276.820 voting rights, i.e. 73,9% 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 corporate and consolidated financial statements for the financial year 01.01.2024 – 31.12.2024, including the reports of the Board of Directors and the Auditor.

Τhe annual corporate and consolidated financial statements, the Board of Directors’ Management Report and the Independent Auditor’s Report for FY 2024, as submitted in the form of a single report, were unanimously approved.

Number of shares for which valid votes were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 2: Approval of the distribution of profits for the FY 2024 and distribution of dividend for the FY 2024.

The distribution of profits of the financial year 2024 and in particular the amount of € 1.800.000,00, in the form of a dividend distribution of a gross amount of € 0,5842460014 per share was unanimously approved. This amount is increased by the amount attributable to the Company’s own shares, which amount to 33,250 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 € 0,5550337013 per share.

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

  • The 27th.05.2025 was set as Ex-dividend date.
  • The 28th.05.2025 was set as record date for the determination of the dividend beneficiaries.
  • The 3rd.06.2025 was set as dividend payment commencement date.

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. Marios Roselli Agatsas, each separately, to take any necessary or appropriate actions to ensure the above dividend distribution.

Number of shares for which valid votes were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 3: Approval of the overall management of the members of the Board of Directors during the financial year 01.01.2024 – 31.12.2024, 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 01.01.2024 – 31.12.2024, pursuant to article 117 para. 1 c) of law 4548/2018.

The overall management of the Board members during the fiscal year 2024 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 2024 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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 4: Appointment of an audit firm of Certified Public Accountants Auditors for the regular and tax audit of the current fiscal year 01.01.2025 – 31.12.2025 and determination of their fees.

The General meeting of shareholders unanimously decided that the regular and tax audit of the fiscal year 2025 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 2025, the review of the interim financial information for the period 01.01.2025 – 30.06.2025, the tax audit for the fiscal year 2025 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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 5: Submission and voting of the Audit Committee’s Activity Report for the fiscal year 2024.

The Audit Committee’s Activity Report for the fiscal year 2024, 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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 6: 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 2024 and for their participation in Board meetings and Board Committees, in accordance with the provisions of article 109 para. 1 of Law 4548/2018, as in force, were approved unanimously in their entirety. This remuneration amounts to a total gross amount of € 103,000.

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 2025 up to a total amount of 104,000 €, as well as for the first half of the fiscal year 2026 up to the total amount of 52,000 €. 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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 7: Establishment of a stock option plan for executive members of the Board of Directors and executives of the Company and its affiliated companies, within the meaning of article 32 of Law 4308/2014 and authorization to the Board of Directors for the specification of the terms to be decided as well as the determination of any other terms of the plan, in accordance with article 113 of the Law. 4548/2018.

The Ordinary General Meeting of shareholders unanimously resolved the establishment of a stock option plan for executive members of the Board of Directors and executives of the Company and its affiliated companies, within the meaning of article 32 of Law 4308/2014 as follows:

  • Beneficiaries of the Plan: The executive members of the Board of Directors and executives of the Company and its affiliated companies, within the meaning of article 32 of Law 4308/2014, including persons who provide services to the Company and its affiliated companies on a regular basis. The Board of Directors is further authorized to designate the beneficiaries and distribute the rights at its sole discretion.
  • Maximum number of shares to be issued: A maximum of 110,000 new common registered shares with voting rights will be issued, with a nominal value of thirty-six cents (€0.36) per share, which will result from an increase in the Company’s share capital. In the event of corporate events which, at the discretion of the Board of Directors, change the characteristics of the existing shares of the Company (indicatively, a split or reverse split of shares without change in the share capital by reducing or increasing the nominal value of each share respectively, conversion, merger, etc.), the number of shares, which the beneficiaries of the rights exercised will acquire, will be adjusted accordingly by the Board of Directors of the Company.
  • Strike price: The strike price of the aforementioned shares will be equal to € 3.00 per share. In the event of corporate events that lead to an adjustment in the number of shares to be acquired by the beneficiaries of the rights exercised or otherwise affect, at the discretion of the Board of Directors, the strike price (including but not limited to an actual reduction of the share capital, distribution of free shares, increase of the share capital at an issue price lower than the issue price), the strike price may be adjusted by the Board of Directors to reflect these changes.
  • Duration of the Plan: The duration of the Plan will be three years.

Furthermore, the Ordinary General Meeting of shareholders unanimously authorized the Board of Directors to further specify the above terms and define any other terms of the Plan, where necessary, to handle all relevant details and procedures, to take any relevant decision and to take any action directly or indirectly related to the Plan, in order to facilitate its implementation.

Number of shares for which valid votes were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 8: 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.

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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 9: 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 were cast / valid votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 10: Submission for discussion and voting of the Remuneration Report pursuant to article 112 of Law 4548/2018 for the fiscal year 2024.

The Remuneration Report of the fiscal year 2024, which, as determined by the Company’s Remuneration and Nominations Committee, 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 2024 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 votes2.276.820Percentage of the present and represented votes
Percentage of voting share capital73,9% 
Number of votes for2.276.820100%
Number of votes against00,0%
Number of votes abstain00,0%

Item 11: 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 22nd, 2025