Decisions of the EGM 11-02-2021 Voting Results

The Societe Anonyme with the name "THRACE PLASTICS HOLDING AND SOCIETE COMMERCIAL ANONYME" and with the distinctive title "THRACE PLASTICS CO. S.A." (hereinafter referred to as the "Company"), announces that on 11 February 2021, Thursday at 16:00, the Extraordinary General Meeting of the Company was held remotely in real time via teleconference and without the physical presence of shareholders at the venue, in which forty eight (48) in total shareholders, representing 32,065,354 common, registered shares and an equal number of voting rights, i.e. 73.85% of the share capital and voting rights of the Company participated in person or through a representative/proxy. 

It is noted that for 322,688 common registered shares, voting and attendance rights are suspended according to the provisions of article 50, paragraph 1, section a’ of Law 4548/2018, as such refer to the Company’s treasury shares. The treasury shares are not accounted for in terms of achieving quorum in the General Meeting.

The Extraordinary General Meeting of the Company’s shareholders took the following decisions on the items of the daily agenda, according to the presentation of these decisions based on the voting results for each item, in accordance with article 133 of Law 4548/2018, which have also been posted on the Company’s legally registered website (www.thracegroup.gr). 

In the 1st item of the agenda, the Meeting decided by majority, in accordance with the provisions of article 3 of Law 3016/2002 (Government Gazette AD 110 / 17.05.2002), the election of the following persons:

(a) Ms. Myrto Papathanou of Christos in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Konstantinos Gianniris of Ioannis, and

(b) Ms. Spyridoula Maltezou of Andreas in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Ioannis Apostolakos of George,

The election of the above independent non-executive members of the Board of Directors takes place in the framework of the Company's decision for the immediate, substantial and effective compliance and adaptation of its organization to the requirements and regulations of the new Law 4706/2020 (Government Gazette A’ 136 / 17.07.2020) with regard to corporate governance.

Both members that were elected according to the above meet the criteria and conditions of independence of both the article 4, par. 1 of Law 3016/2002 valid until 17.07.2021, as well as of article 9 par. 1 and 2 of Law 4706/2020.

Number of shares for which valid votes were given: 32.065.354

Percent of share capital: 73.85%

Total number of valid votes: 32.065.354

In favor: 32,035,020

Against: 15,334

No vote (from those present): 15,000

In the 2nd item and in the context of harmonization with the requirements, criteria and regulations of the new Law 4706/2020 (Government Gazette A’ 136 / 17.07.2020) with regard to corporate governance and concerning both independence and suitability, diversity and mainly the adequate representation by gender in the Board of Directors, and following a relevant proposal of the Remuneration and Nomination Committee (RNC), the Meeting approved by majority the election of a new eleven-member (11-member) Board of Directors, through the re-election of all its outgoing members, as well as the election of Mr. Georgios Samothrakis of Panagiotis as its new member.

Following the above, the Board of Directors of the Company, with a five-year term in accordance with the provisions of article 7, par. 2 of the Articles of Association, which is extended until the expiration of the deadline within which the next Ordinary General Meeting must convene and until the relevant decision, will consist of the following members:

1) Konstantinos Halioris of Stavros

2) Christos-Alexis Komninos of Konstantinos

3) Dimitrios Malamos of Petros

4) Vassilios Zairopoulos of Stylianos

5) Christos Shiatis of Panagiotis

6) Petros Fronistas of Christos

7) Georgios Samothrakis of Panagiotis

8) Myrto Papathanou of Christos

9) Spyridoula Maltezou of Andreas

10) Theodoros Kitsos of Konstantinos

11) Nikitas Glykas, son of Ioannis

Simultaneously with the same majority decision, the Meeting appointed as independent members of the Board of Directors of the Company, the following:

1) Georgios Samothrakis of Panagiotis, 2) Myrto Papathanou of Christos, 3) Spyridoula Maltezou of Andreas, 4) Theodoros Kitsos of Konstantinos and 5) Nikitas Glykas of Ioannis as they all meet the required by the current regulatory framework (namely article 4, par. 1 of the current until 17.07.2021 Law 3016/2002 and article 9, par. 1 and 2 of Law 4706/2020) conditions and criteria of independence.

All CVs of the members of the Board of Directors are available on the Company's website (www.thracegroup.gr) .

Number of shares for which valid votes were given: 32.065.354

Percent of share capital: 73.85%

Total number of valid votes: 32.065.354

In favor: 31,936,234

Against: 114,120

No vote (from those present): 15,000

In the 3rd item, the Meeting approved by majority, in accordance with the provisions of article 44 of Law 4449/2017, as in force after its amendment by the article 74 of Law 4706/2020, the election of a new Audit Committee, which constitutes an Independent Committee and consists of three (3) members, of which one (1) independent non-executive member of the Board of Directors of the Company and two (2) third parties - non-members of the Board of Directors.

Within the above framework, the following persons were elected as members of the Audit Committee:

1) Mr. Georgios Samothrakis of Panagiotis, Independent non-executive Member of the Board of Directors,

2) Mr. Konstantinos Kotsilinis of Eleftherios, third party and non-Member of the Board of Directors and

3) Mr. Konstantinos Gianniris of Ioannis, third party and non-Member of the Board of Directors.

The members of the Audit Committee as a whole have sufficient knowledge of the sector in which the Company operates, while the majority of the members of the Audit Committee and in particular Messrs. George Samothrakis of Panagiotis and Konstantinos Kotsilinis of Eleftherios, are independent of the Company, given that:

(a) They do not hold shares greater than 0.5% of the Company's share capital; and

(b) Theydo not have any dependency relationship with the Company or persons related to it, as this (dependency relationship) is specified in particular in the provisions of article 4 par. 1 of Law 3016/2002, which remains in force until 17.07.2021, as well as of article 9 par. 1 and 2 of Law 4706/2020.

Furthermore, the criterion of sufficient knowledge and experience in auditing or accounting is met in the person of both Mr. Georgios Samothrakis and Mr. Konstantinos Kotsilinis, and therefore each of the above members will be required to attend the meetings of the Audit Committee concerning the approval of the financial statements.

Finally, by the same majority decision, the Meeting specified the term of the Audit Committee as five years, starting on February 11, 2021 and ending on February 11, 2026.

The CVs of the members of the Audit Committee are posted on the Company's website (www.thracegroup.gr), for the purpose of complete, adequate and appropriate information of both the Company's shareholders and the investors’ community in general.

Number of shares for which valid votes were given: 32.065.354

Percent of share capital: 73.85%

Total number of valid votes: 32.065.354

In favor: 31,936,234

Against: 114,120

No vote (from those present): 15,000

It is noted that on behalf of the President of the General Meeting some announcements were made regarding the Company’s financial performance of the previous year, which according to the available data have revealed that the 4th quarter of the year 2020 moved in tandem with the significantly improved levels of the 2nd and 3rd quarters, as compared to the 4th quarter of 2019. As mentioned in the Meeting, the whole year was expected to post a significant improvement in profitability compared to the previous year of 2019, in line with the guidance that has been communicated by the Management during the previous year. A brief note was also made for 2021, as the beginning of the year based on the available data so far is evolving in line with the previous one in terms of product demand and product mix of sales. Therefore, Management of the Group is still optimistic about the positive course of the first quarter of 2021, despite the significant increase in the raw material prices. With regard to the whole year 2021, it was noted that the uncertainty which still exists due to the possible effects of the pandemic makes at this time any prediction uncertain.

Finally, a special reference was made to issues of environment, society and corporate governance, which are a priority for the Group, and equally important with that of financial results as they are inextricably linked to the planning of effective strategies for the Group's sustainability.