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Invitation to Annual Ordinary General Meeting


Shareholders of the Company are invited to Annual Ordinary General Meeting, which shall be held remotely in real time via teleconference and without the physical presence of shareholders at the venue, on Wednesday, 25th May 2022, at 11:00 a.m.,

I N V I T A T I O N

(prepared according to the article 121, paragraph 4 of Law 4548/2018)

 

To the Shareholders of the Societe Anonyme under the name

“THRACE PLASTICS HOLDING AND COMMERCIAL SOCIETE ANONYME”

and with the distinctive title “THRACE PLASTICS CO S.A.”

to Annual Ordinary General Meeting

GEMI NO. 12512246000

__________________________________

 

Upon the Board of Directors' decision of the Société Anonyme under the name "THRACE PLASTICS HOLDING AND COMMERCIAL SOCIETE ANONYME" and the distinctive title “THRACE PLASTICS CO S.A.” (hereinafter named the "Company"), taken on 3rd May 2022 and in accordance with provisions of Law as well as with the Articles of Association of the Company, Messrs. Shareholders of the Company are invited to Annual Ordinary General Meeting, which shall be held remotely in real time via teleconference and without the physical presence of shareholders at the venue, on Wednesday, 25th May 2022, at 11:00 a.m., regarding the discussion and decision-making on the following items of the daily agenda:

 

ITEMS OF THE DAILY AGENDA

  1. Submission and approval of the Annual Financial Statements (Separate and Consolidated) of the Company for the fiscal year 2021 (01.01.2021-31.12.2021), along with the Annual Report of the Board of Directors and the Audit Report on the statements by the Certified Auditor Accountant.
  2. Submission and presentation of the annual Audit Committee’s Report on its activities for the fiscal year 2021 (01.01.2021-31.12.2021).
  3. Approval of allocation (distribution) of the earnings for the fiscal year 2021 (01.01.2021-31.12.2021), decision with regard to the distribution (payment) of dividend and granting of the relevant authorizations to the Board of Directors.
  4.  Approval of the overall management for the fiscal year 2021 (01.01.2021 - 31.12.2021) and discharge of the Certified Auditors of the Company from any compensation or liability deriving from the facts and their management, as well as from the respective annual Financial Statements.
  5. Election of an Auditing Firm from the Public Registry for the audit of the annual and half-year financial statements (Separate and Consolidated) of the year fiscal year 2022 (01/01/2022-31/12/2022) and determination of their remuneration.
  6. Approval of the remuneration, salaries and compensations paid to the members of the Board of Directors for the services provided by them during the fiscal year 2021 (01/01/2021 - 31/12/2021).
  7. Submission for discussion and voting by the Annual Ordinary General Meeting of the Remuneration Report for the fiscal year 2021 (01.01.2021-31.12.2021), in accordance with the provisions of article 112 of Law 4548/2018, as in force.
  8. Approval of the proposed new Remuneration Policy of the Company, according to articles 110 and 111 of Law 4548/2018, as in force.
  9. Determination and pre-approval of the remuneration, salaries and compensations of the members of the Board of Directors for the current fiscal year 2022 (01.01.2022-31.12.2022, as well as the granting of permission for advance payment of the remuneration to the above members for the period until the next Ordinary General Meeting, according to the article 109 of Law 4548/2018, as in force.
  10. Approval of the proposed new Suitability Policy of the members of the Board of Directors, in accordance with the provisions of article 3 of law 4706/2020, as in force.

11. Granting of approval-authorization in accordance with the provisions of article 98 paragraph 1 of Law 4548/2018 as in force, to the Directors of the Board of Directors, to the General Managers, and to the Managers of the Company with regard to their participation in the Boards of Directors or in the Management of companies of the Group.

12. Announcement to the Ordinary General Meeting of the election of the new non-executive member of Board of Directors in replacement of resigned member, in accordance with the provisions of article 82 par. 1 of law 4548/2018, as in force.

 

In the context of the measures taken by the Greek State in order to protect public health from the risk of the further spread of COVID-19 coronavirus, the Company’s Annual Ordinary General Shareholders Meeting of 25th May 2022 will be held remotely in real time via teleconference and the use of electronic means, without the physical presence of shareholders at the venue, in accordance with the provisions of articles 120 par. 3 and 125 of Law 4548/2018, article 17 par. 2 of the Company's Articles of Association n and the specific provisions in the present invitation.

If the quorum as required by the Law in order to decide on the items of the daily agenda is not obtained during the meeting of 25th May 2022, then the Annual General Meeting will convene again in a Repeated Meeting taking place in similar manner and for the same items of the daily agenda, on Wednesday, 1st June 2022 at 11:00, in accordance with the article 130 of Law 4548/2018, as in force. It is noted that a new invitation for the Repeated General Meetings will not be published.

 

Additionally, in accordance with the provisions and in particular with the Articles of Association of the Company, shareholders have the option to participate remotely in mail vote, at the vote on the item of the Annual Ordinary General Meeting of May 25th, 2022 and for the Repeted General Meeting that will take place before the General Meeting, under the terms of article 126 of law 4548/2018 and under the provisions of this Invitation.

 

According to articles 121 par. 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders about the following:

 

Α. RIGHT TO PARTICIPATE AND CAST VOTE IN THE GENERAL MEETING

 

Each share entitles the right to one (1) vote. In the Annual Ordinary General Meeting, initial or Repeated, are eligible to participate and vote only natural or legal persons who have the shareholding status at the beginning of the fifth (5th) day before the day of the General Meeting, i.e. on 20.05.2022 (record date). The above record date also applies in the case of postponed or any Repeated General Meeting, provided that the Postponed or Repeated meeting date is not more than thirty (30) days from the record date (article 124, par. 6, L. 4548 / 2018).

A shareholder who is entitled to participate in the Annual General Meeting and to exercise the right to vote is considered to be the shareholder who is registered at the record date in the Dematerialized Securities System (DSS) of the Societe Anonyme under the name “Hellenic Central Securities Depository Societe Anonyme (HCSD) or the person identified as such, i.e. shareholder, based on the relevant date recorded through the registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Gazette Β’ 1007 / 16.03.2021).

The proof of the shareholder status in Record Date can be provided via any legal means and in any case through information that the Company collects from the Central Securities Depository or via the registered intermediaries or other intermediaries in the Central Securities Depository in any other case. A shareholder may participate in the Annual Ordinary General Meeting on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the General Meeting refuses this participation for a good reason that justifies its refusal in compliance with the provisions in force (article 19, par. 1 of Law 4569/2018, article 124 par. 5 of Law 4548/2018).

It is noted that the exercise of the said rights (of participation and voting) does not involve the blocking of the beneficiary's shares or the observance of another similar procedure, which constrains the sale and transfer of shares throughout the period between the record date and the date of the Annual Ordinary General Meeting.

 

B. REMOTE PARTICIPATION AND VOTE AT THE GENERAL MEETING IN REAL TIME BY TELECONFERENCE   

 

In order for shareholders to participate and vote at the Annual Ordinary General Meeting on 25th May 2022 on or its Repeted meeting which will take place remotely, in real-time by teleconference, without their physical presence, they or their proxies must create and use an electronic shareholder account at the electronic platform that has been developed by “Hellenic Exchanges - Athens Exchange” Group to provide remote General Meeting services, in real-time, by teleconference to listed companies - issuers on the website https://axia.athexgroup.gr/home.

Internet platform that has been developed by the Hellenic Exchanges – Athens Exchange Group and the set of tools / services WEBEX that are used for the teleconference are provided by Cisco Hellas S.A.

In order to access the electronic platform the following are required: a personal computer, smart phone or tablet, an installed browser, and internet access.

In order for a shareholder or his/her proxy to create an account in the electronic platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.

If, on accessing the electronic platform the above information entered by the shareholder does not match the date registered in the Dematerialized Securities System or the identification information and have been provided to the Company by the Societe Anonyme under the name “HELLENIC CENTRAL SECURITIES DEPOSITORY SA” (HCSD or EL.KAT.) or by the intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Part 3 of Decision No 8 of the Hellenic Central Securities Depository, “Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service”, as well as the document “Terms and Conditions for the remote General Meeting of Shareholders”, shareholders must provide or update the information above, in order to create the account.

For this purpose, the shareholders are requested to contact the Participant operating the Securities Account at DSS or any other intermediary acting as custodian of the shareholder through whom their shares are being recorded and held in order to disclose and / or update their valid e-mail address and mobile phone number for identification purposes.

Further instructions to participate in the General Meeting by teleconference will be posted on the website of the Company (www.thracegroup.gr). 

For any questions and for instructions, shareholders may contact the Investor Relations and Corporate Announcements Department of the Company by email at ir@thraceplastics.gr or by telephone at +30 210-98.75.081, during working hours.

Furthermore, starting with the publication of the present and until the end of the Annual Ordinary General Meeting, a help desk will operate that will provide information and support shareholders and their representatives at + 30 210 3366 120 or by email at AXIAeShareholdersMeeting@athexgroup.gr.

Shareholders that will participate in the Annual General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.

On the date of the General Meeting, in order to participate in the proceedings Shareholders must connect in a timely fashion through the Web based Platform, sixty minutes (60’) before the start time of the General Meeting that has been announced in the Invitation, and to declare the number of voting rights with which they will participate and vote at the General Meeting, and, whether they wish to modify them (to a lower number).

Shareholders who have successfully connected with the online platform will be able to participate in the Annual Ordinary General Meeting in real time via teleconference through a link that will either be emailed to them. By activating the teleconference application (Cisco Webex) through the link at the beginning of the Annual Ordinary General Meeting, the shareholders will have the opportunity to:

(a) follow the proceedings of the General Meeting with electronic or audiovisual means,

(b) take the floor and address the General Meeting orally during the General Meeting,

while at the same time through the internet platform they will be able to:

(c) vote in real time during the General Meeting on the matters of the daily agenda,

(d) receive information on the recording of their vote.

 

C. PROCEDURE FOR REMOTELY PARTICIPATING IN THE VOTE BEFORE THE GENERAL MEETING [MAIL VOTE]

 

Ι. In addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the item of the Annual Ordinary General Meeting that will take place before the General Meeting, under the terms of article 126 of law 4548/2018 and under what it is mentioned below.

Specifically, shareholders that wish to participate and vote remotely on the item of the Annual General Meeting that will take place before the General Meeting, can make use of this option:

a) either by exercising the right to vote before the Annual General Meeting through the internet platform https://axia.athexgroup.gr in which they have previously created an account and have successfully registered as described in B. above, until twenty-four (24) hours before the date of the Annual General Meeting (i.e. until 11:00 p.m. on 24th May 2022 the latest).

 b) Or by completing and submitting the “Mail vote form” which has been uploaded at the site of the Company https://www.thracegroup.com. The signed with a dully verified signature form should be submitted by email at ir@thraceplastics.gr, while original document should be mailed to Investor Relations and Corporate Announcement Department of the Company (20 Marinou Antypa Street, PC 17455 Alimos, Attiki, Greece) or be sent digitally signed by using a recognized digital signature (qualified certificate) by the proxy or shareholder by e-mail at ir@thraceplastics.gr at least twenty-four (24) hours before the date of the Annual General Meeting (i.e. until 11:00 p.m. on 24th May 2022 the latest).

c) Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders that vote as above before the General Meeting, are counted to form the quorum and majority, provided that the votes in question have been received by the Company on time according to the above, no later than 24.05.2022 at 11.00 am.

II. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the items of the Annual General Meeting which will take place before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest fortyeight (48) hours before the date of the Annual General Meeting (i.e. by 11:00 on 23.05.2022 at the latest), as specifically described below in D II.

Following this deadline, it will not be possible to participate by proxy in the vote that will take place before the Annual General Meeting.

         III. If the quorum, as required by the Law and the Articles of Association in order to decide the whole or part of the original daily agenda, is not obtained during the meeting of 25.05.2022, at the Repeated General Meeting which will take place on 1.06.2022 at 11:00, the right to vote remotely, by mail vote must be exercised again, by a vote that will take place before the Repeated General Meeting, in the following ways:

a) Either by exercising again the right to vote before the General Meeting through the internet platform www.athexgroup.gr/AXIAeShareholdersMeeting in which they have previously created an account and have successfully registered as described in B. above, during the time period from 26.05.2022 at 11:00 and until twenty-four (24) hours before the date of the Repeated General Meeting (i.e. until 11:00 on 31.05.2022 at the latest).

b) Or by completing and submitting again the “Mail vote form” which the Company would make available for the Agenda which no decision has been taken by the General Meeting of 25.5.2022, with the signature authenticated, to Investor Relations and Corporate Announcement Department of the Company (20 Marinou Antypa Street, PC 17455 Alimos, Attiki, Greece) or be sent digitally signed by using a recognized digital signature (qualified certificate) by the proxy or shareholder by e-mail at ir@thraceplastics.gr at least twenty-four (24) hours before the date of the Annual General Meeting (i.e. until 11:00 p.m. on 31 May 2022 the latest).

c) Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholder that vote, according to the above, before the General Meeting, are counted for the formation of the quorum and the majority, only if the relevant votes have been received by the Company on time according to the above, no later than 31.05.2022 at 11.00 am.

IV. For the potential Repeated General Meeting on 1.6.2022, shareholders that had not appointed a proxy for the Annual General Meeting or wish to replace the proxy that had been appointed, in order to participate remotely at the vote that will take place before the Repeted General Meeting, they can appoint up to one (1) proxy, whose appointment must be made at least fortyeight (48) hours before the date of the Repeted General Meeting (i.e. by 11:00 on 30.5.2021 at the latest), as specifically mentioned below in D II.

After that date, it will not be possible to participate by proxy at the vote that will take place before the Repeted General Meeting.

For any questions and for instructions, shareholders may contact Investor Relations and Corporate Announcement Department of the Company by e-mail at ir@thraceplastics.gr or by telephone at +30 210-98.75.081, during working hours.

 

D. MINORITY RIGHTS OF SHAREHOLDERS        

 

(a) At the request of the shareholders who represent one twentieth (1/20) of the paid-in share capital, the Company's Board of Directors is obliged to include additional items on the agenda of the Annual Ordinary General Meeting, by means of an application submitted to the Board of Directors until 10.05.2022, namely at least fifteen (15) days prior to the Annual Ordinary General Meeting. The request for the inclusion of additional items on the daily agenda is accompanied by a justification or a draft resolution to be adopted in the General Meeting and the revised agenda shall be made available in the same manner as the previous agenda until 12.05.2022, namely thirteen (13) days prior to the date of the Annual Ordinary General Meeting and at the same time the request shall be made available on the website of the Company (see below), together with the justification or the draft resolution submitted by the shareholders as laid out in par. 4 of the article 123 of Law 4548/2018 as in force.

(b) Shareholders representing one-twentieth (1/20) of the paid-up share capital shall have the right to submit draft decisions on items included in the initial or any revised agenda of the Annual Ordinary General Meeting. The relevant application must be submitted to the Board of Directors by 18.05.2022, meaning at least seven (7) days before the date of the Annual Ordinary General Meeting, and the draft decisions are made available to the shareholders as defined in par. 3 of the article 123 of Law 4548/2018, until 19.05.2022, meaning at least six (6) days before the date of the Annual Ordinary General Meeting.

(c) Upon request filed with the Company by any shareholder until 19.05.2022, namely at least five (5) full days before the Annual Ordinary General Meeting, the Board of Directors is obliged to communicate to the General Meeting the required concrete information as regards the issues of the Company, to the extent they are helpful and relevant to the actual assessment of the agenda's items. There shall be no obligation for information provision when the relevant information is made available on the Company's website, especially in the form of questions and answers. Also, at the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid during the last two years to each member of the Board of Directors or its directors of the Company as well as any provision to these persons for any reason or contract between the Company and them. In all the above cases, the Board of Directors may refuse the provision of information on serious grounds, recorded in the minutes. Such reason may be, depending on the circumstances, the representation of the applicant shareholders in the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the Board of Directors may respond unanimously to applications from shareholders with the same content.   

(d) At the request of shareholders representing one tenth (1/10) of the paid-in share capital, filed with the Company until 19.05.2022, namely at least five (5) full days before the Annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with information regarding the progress of corporate developments and financial position of the Company. The Board of Directors may refuse the provision of information on serious grounds, recorded in the minutes. Such reason may be, depending on the circumstances, the representation of the applicant shareholders in the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received the necessary information in a sufficient manner.

(e) At the request of shareholders who represent one twentieth (1/20) of the paid-in share capital, the election process regarding one of the issues or some of the issues of the daily agenda can be carried out as an open voting.

In all the above cases, the applicant shareholders have to prove their shareholder status and – apart from the cases of the first section of par. 6 of the article 141 of Law 4548/2018 - the number of shares they own at the exercise of the relevant right.

The proof of the shareholder status can be provided via any legal means and in any case through the information collected by the Societe Anonyme company «HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME» (HCSD or EL.KAT.), if the latter provides registry services, or through the participating and registered intermediaries in the central securities depository in any other case.

 

E. PROCEDURE FOR PARTICIPATION AND VOTING BY PROXY

 

Ι. Shareholders participate in the Annual Ordinary General Meeting and vote either in person or by proxy. Without prejudice to the following specifically defined at section C of the Invitation, each shareholder may appoint up to three (3) proxies. Legal persons participate in the General Meeting by appointing as their proxies up to three (3) natural persons. However, if the shareholder holds shares of the Company in more than one securities account, this constraint does not prevent the said shareholder from appointing different proxies as regards the shares held in each securities account with respect to the General Meeting. A proxy appointment can be freely recalled. A proxy who acts on behalf of more than one shareholder may cast vote differently of each shareholder.

The proxy shall vote, in accordance with the guidance of the shareholder, if any. Any non-compliance of the proxy or delegate with the guidance he / she has received does not affect the validity of the decisions of the General Meeting, even if the proxy’s vote was decisive in reaching a majority.

The shareholder's proxy is obliged to notify the Company before the start of the convention of the Annual Ordinary General Meeting of any specific event which may be useful to shareholders in order to ascertain the risk that the proxy may serve other interests besides the interests of the shareholder. Within the meaning of this paragraph, a conflict of interest may arise particularly when the

representative is:

(a) shareholder who exercises control of the Company or other legal person or entity controlled by that shareholder,

(b) member of the Board of Directors or in general of the management of the Company or shareholder who exercises control of the Company, or other legal person or entity controlled by a shareholder who exercises control of the Company,

(c) employee or auditor of the Company or shareholder who exercises control of the Company, or other legal person or entity controlled by a shareholder who exercises control of the Company,

(d) spouse or relative in the first degree with one of the private individuals that are mentioned in cases (a) up to (c).

The appointment and revocation or replacement of the shareholder's proxy or representative takes place in writing or electronically and are submitted to the Company at least forty eight (48) hours before the convention date of the Annual Ordinary General Meeting (i.e. no later than 23.05.2022 at 11:00 a.m.), or in case of shareholders identified through intermediaries, are done through confirmations or notices of articles 5 and 6 of Regulation (EU) 2018/1212 that are being provided by the intermediaries.

 

ΙΙ. Specifically for shareholder participation by proxy at the Annual Ordinary General Meeting on 25th May 2022 or any Repeated Meeting, remotely in real-time by teleconference, the shareholder or the Participant of the Securities Account in the DSS or another intermediary acting as custodian of the shareholder and holding his/her shares may appoint up to one (1) proxy. The above appointment is required to be made at least forty-eight (48) hours before the date of the Annual Ordinary General Meeting (i.e. no later than 23.05.2022 at 11:00 a.m.).

Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the representative, as declared in the proxy document, the Company creates an account for the proxy on the electronic platform; the proxy will be informed by email in order to activate the account and be able to exercise the rights of the shareholder in accordance with what is referred to the above.

The Company has a relevant document for the appointment of a representative or proxy to participate and vote in the Annual Ordinary General Meeting of 25th May 2022 remotely in real-time by teleconference. This document is made available to shareholders in electronic form on the website of the Company (http://www.thracegroup.gr) and in hard copy at Investor Relations and Corporate Announcements Department of the Company (20 Marinou Antypa Street, PC 17455, Alimos, Attiki).

The above mentioned document must be filled-in, signed and also authenticated, and then submitted to the Investor Relations Department and Corporate Announcements of the Company (20 Marinou Antypa Street, PC 17455, Alimos, Attiki), or digitally signed by using a recognized digital signature (qualified certificate) by the proxy or shareholder by e-mail at the email address ir@thraceplastics.gr, at least forty eight (48) hours before the date of the Annual Ordinary General Meeting, i.e. until 23.05.2022 on 11:00 a.m. at the latest.

The shareholder is required to ensure the confirmation of successful dispatch of the proxy appointment form and receipt by the Company, by calling accordingly during business days and hours at +30 210-9875081.

 

Ε. AVAILABILITY OF DOCUMENTS AND INFORMATION

 

The information of par. 3 and 4 of article 123 of Law 4548/2018, as in force, and specifically the invitation for the convening of the Annual Ordinary General Meeting of shareholders, the number of shares and voting rights that the shares incorporate by the date of the invitation, the form that can be used to appoint a representative or a proxy to participate in the General Meeting remotely and in real time by teleconference, mail vote form, the draft decisions on each item of the proposed daily agenda, the documents to be submitted to the General Meeting, the voting form, the terms and conditions of the General Meeting of shareholders and the information for the processing of personal data of the shareholders and other participants in the General Meeting, are available in electronic form on the Company's website (http://www.thracegroup.gr), as well as in hard copy at the Investor Relations and Corporate Announcements Department of the Company (20 Marinou Antypa Street, PC 17455,  Alimos, Attiki).