Trastor Real Estate Investment : Resolutions and cast of votes of the Annual Ordinary General Meeting

Annual Ordinary General Meeting

July 30th, 2020

Resolutions and cast of votes

The Société Anonyme under the name "ΤRASTOR REAL ESTATE INVESTMENT COMPANY SA" and the distinctive title "Trastor REIC", hereinafter the "Company", pursuant to art. 133 par. 2 of Law. 4548/2018, as in force, and par. 4.1.3.3 par. 1 and 2 of AthEx Regulation, hereby announces that the Annual Ordinary General Meeting held on July 30th, 2020 at 12 noon at Domotel Kastri hotel, 154 El.Venizelou & Romilias str., Nea Erythrea 146 71, Attica, room 'ATHINA', was attended by shareholders representing 145,898,399 shares out of a total of 150,520,505, i.e. 96.93% of the Company's paid-up share capital.

The Meeting was in quorum and convened validly resolving upon the following items:

Item 1:Approval of the Annual Financial Statements for the financial year 2019, along with the Board of Directors' Annual Report and the Auditors' Report

The General Meeting approved the Annual Financial Statements (solo and consolidated) with the relevant BoD Annual Report and the Certified Auditor's Report for the financial year 2019 (01/01/2019 to 31/12/2019).

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 2:Approval for the non-distribution of dividend to the shareholders for the financial year 2019

The General Meeting resolved the non-distribution of dividend for the financial year 2019.

Quorum on the paid-up share capital

Required: 1/2 (50%)

Achieved: 96.93%

Majority of the represented capital

Required: 80%

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 3:Approval, pursuant to art. 108 of law 4548/2018, of the overall management for the financial year 2019 and discharge of the auditors

The BoD approved of the overall management by the BoD during the financial year 2019 and discharged the auditors.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 4:Election of Auditing Company for the financial year 2020 statutory audit

The General Meeting appointed the audit company "ERNST & YOUNG (HELLAS) Certified Auditors - Accountants SA", for the statutory audit of the Company for the year 2020, from which a regular and a substitute auditor will be appointed.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.88%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,823,056

Number of votes in favor: 145,823,056

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.88%

Percentage of valid votes on the represented capital: 100%

Item 5:Election of the Company's Independent Valuer for the financial year 2020

The General Meeting approved the appointment of the companies "CBRE Axies SA" and "P. Danos & Associates S.A." as the independent valuers to assess the value of the Company's investments for the financial year 2020 and authorised the BoD to determine their remuneration, distribute the portfolio assets to each valuer as well as to assign new assets to either valuer at its free discretion. Finally, the General Meeting authorised the BoD to make an additional valuer selection if deemed necessary or to the Company's interest and to negotiate and agree on its remuneration.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 6:Approval of the Company's Remuneration Policy

The General Meeting approved the Remuneration Policy of the Company.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 7:Submission for discussion and voting by the General Meeting of the Remuneration Report for the year 2019

The General Meeting voted in favour of the Remuneration Report for the year 2019.

Number of shares for which valid (advisory) votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 8:Approval of the fees and remuneration of the members of the BoD and the Committees for the financial year 2019 and determination of the same for the financial year 2020.

The General Meeting approved the remunerations and indemnities paid to the BoD and Committees Members during the financial year 2019 and pre-approved the remunerations and indemnities to be paid for the year 2020.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 9:Granting of permission, as per art. 98 par. 1 of law 4548/2018, to the Members of the Board of Directors and Managers, to participate on the board of directors or in the management of other companies.

The General Meeting granted permission, according to article 98 par. 1 of law 4548/2018, to the members of the Company's Board of Directors and its directors to participate in the Board of Directors and / or the management of other companies. In particular, it granted permission to the members of the BoD Messrs. Georgios Tingis and Hugo Moreira to participate as non-executive members of the BoD of Lamda Malls S.A.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 96.96%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,842,737

Number of votes against: 0

Number of abstain votes: 55,662

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 10: Approval of the offering of new ordinary registered shares of the Company to the Chief Executive Officer of the Company free of charge, pursuant a short-term incentives plan and in accordance with article 114 of Law 4548/2018 - Granting of authorisation

The General Meeting approved:

1. the STI Plan in accordance with the proposed terms;
2. in implementation of the STI Plan, the issuance and delivery to the CEO free of charge of up to 220,111 new ordinary registered shares, each having a par value of €0.50, pursuant to a share capital increase to be made through the capitalization of the distributable reserve 'employee short-term share schemes' that the Company has created for this purpose, all in accordance with article 114 of Law 4548/2018;
3. granting authorisation to the Board of Directors to proceed with any legal act or action to implement the resolution of the Shareholders' General Meeting, including, to the extent required, necessary or appropriate, to adjust the terms of the STI Plan and the Employment Agreement accordingly.

Quorum on the paid-up share capital

Required: 1/2 (50%)

Achieved: 96.93%

Majority of the represented capital

Required: 2/3

Achieved: 96.96%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,842,737

Number of votes against: 0

Number of abstain votes: 55,662

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 11: Increase of the Company's share capital by 66,887 euro through capitalization of a distributable reserve in accordance with article 114 of Law 4548/2018 - Amendment of article 5 of the Articles of Association - Granting of authorization to the Board of Directors

The General Meeting approved:

1. the share capital increase by €66,887 to be made through the capitalization of an equal amount of the Company's distributable reserve under the caption 'employee short-term share schemes' (the "SCI") and the issuance of 133,774 new, ordinary, registered shares, each having a par value of €0.50, to be delivered free of charge to the Company's CEO, all in accordance with article 114 of Law 4548/2018. It is noted that the Company's Shareholders have no preemption rights in the SCI, as it will be made through capitalization of the above reserve. The capitalization of such reserve will be made within four (4) months from the registration of the resolution of the Shareholders' General Meeting approving the SCI with the General Commercial Registry;
2. the amendment of article 5 of the Articles of Association, as follows:

1.15 Pursuant to the resolution of the Ordinary General Meeting of the Company's Shareholders dated 30/07/2020, the share capital of the Company increased by capitalization of distributable reserve under the caption 'employee short-term share schemes' at the amount of €66,887 through the issue of 133,774 new common registered shares of a nominal value of €0.50 each. Therefore, the share capital of the Company amounts to €75.327.139,50 Euro divided into 150,654,279 common registered shares of a nominal value of fifty cents (€0.50) each; and

1. granting authorisation to the Board of Directors to proceed to all legal acts and actions that are required, necessary or appropriate to implement the resolution of the Shareholders' General Meeting and complete the SCI, including to obtain or regulatory and other permits and approvals, and procure the listing of the new shares issuable pursuant to the SCI on the Athens Exchange.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 96.96%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,842,737

Number of votes against: 0

Number of abstain votes: 55,662

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 12: Amendment of article 9 of the Company's Articles of Association

The General Meeting approved the amendment of the Company's Articles of Association as recommended by the Board of Directors.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 96.93%

Majority of the represented capital

Required: 50% + 1

Achieved: 100%

Number of shares for which valid votes were given: 145,898,399

Number of votes in favor: 145,898,399

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 96.93%

Percentage of valid votes on the represented capital: 100%

Item 13:Update from the Chairman of the Audit Committee to the shareholders on the Audit Committee's activities during the financial year 2019

The Chairman of the Audit Committee of the Company updated the General Meeting of the Shareholders about the operation of the Audit Committee during the financial year 2019. The item was not put to vote.

Item 14:Other items and announcements.

The cast of votes on the items of the General Meeting were announced.