Resolutions of the AGM_ Voting Results


"THRACE PLASTICS CO. S.A." announces that on Friday, 21st of May 2021, at 11:00 am, the Annual Ordinary General Meeting of its shareholders was held remotely in real time via teleconference

The Société Anonyme under the name "THRACE PLASTICS HOLDING AND COMMERCIAL SOCIETE ANONYME" and the distinctive title "THRACE PLASTICS CO. S.A." (hereinafter referred to for brevity reasons as the "Company"), announces that on Friday, 21st of May 2021, at 11:00 am, the Annual Ordinary General Meeting of its shareholders was held remotely in real time via teleconference and without the physical presence of shareholders at the venue, which was attended, either in person or via proxy, by sixty-four (64) shareholders in total representing 32.263.573 common, registered shares and equivalent voting rights, namely 74,31% of the share capital and voting rights of the Company

It is noted that for 322.688 common, registered shares, the attendance and voting rights are being suspended according to the provisions of article 50, paragraph 1 section a’ of L. 4548/2018, being treasury (own) shares of the Company and, therefore, these shares are not accounted for in the formation of quorum.

The Annual Ordinary General Meeting of the Company’s shareholders(hereinafter referred to for brevity reasons as “AGM”) adopted the following resolutions on the daily agenda items, as presented based on the voting results for each item, in accordance with the provisions of article 133 paragraph 2 of L. 4548/2018, which have also been posted on the Company’s lawfully registered website (www.thracegroup.gr).

On the 1st item, the shareholders approved by majority the Annual Financial Statements (separate and consolidated) for the financial year ended December 31, 2020 (01.1.2020 - 31.12.2020), and they also approved in total the Annual Management Report of the Board of Directors as of 08.04.2021 and the Report of the Company's Chartered Auditor as of 09.04.2021, included in the annual Financial Report for the financial year 2020, which has been prepared in accordance with the legal framework as in force, and is posted in the official address of the Company’s website, legally registered in the General Electronic Commercial Registry (G.E.MI.), and through sending the above to the website of the Regulated Market in which the Company’s shares are traded in, as well as in the Hellenic Capital Market Commission.

Furthermore, the AGM was informed about the Annual Report of the Audit Committee, which was read and submitted to the AGM in accordance with the provisions of article 44 par. 1 of L. 4449/2017, as in force after its amendment by article 74 par. 4 of L. 4706/2020.

Number of shares for which valid votes were casted: 32.263.573

Percentage  of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.253.500

Against: 0

Abstention (present): 10.073

On the 2nd item the shareholders approved by majority the appropriation of results for the financial year 2020 (01.01.2020-31.12.2020) and specifically they approved the distribution (payment) of total dividend amounting to 6.947.002,24 Euro (gross amount) to the shareholders of the Company from the profits of the financial year ended December 31, 2020, namely 0.158820 Euro per share (gross amount), which after the increase corresponding to the 322.688 treasury (own) shares held by the Company which are excluded from the dividend distribution, will amount to 0,16 Euro per share (gross amount).

Εntitled to receive the above dividend are the shareholders registered in the records of the Dematerialized Securities System (DSS) on Thursday, 27th of May 2021 (record date).

Wednesday 26th of May 2021 was set as the ex -dividend date according to article 5.2 of the ATHEX Exchange regulation (Rulebook).

Payment of dividend will commence on Wednesday 2nd of June 2021, and will be implemented through the Banking Société Anonyme under the trade name “PIRAEUS BANK S.A.”, according to the procedure stipulated by theATHEX Exchange Regulation (Rulebook) as in force.

At the same time, with the above resolution adopted by majority, the AGM of the shareholders authorized the Board of Directors of the Company for the appropriate and timely implementation and processing of the resolution adopted today on the distribution (payment) of dividend.

Number of shares for which valid votes were casted: 32.263.573

Pecentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.261.573

Against: 0

Abstention (present): 2.000

On the 3rd item the shareholders approved by majority the overall management of the Board of Directors for the financial year ended December 31, 2020, the discharge of the Company’s Chartered Auditors from any liability for indemnity regarding the facts and the overall management for the fiscal year 2020 (01.01.2020-31.12.2020) as well as for the Annual Financial Statements of the said financial year.

Number of shares for which valid votes were casted: 32.263.573

Percentage  total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.243.363

Against: 10,137

Abstention (present): 10,073

On the 4th item the shareholders approved by majority, following the relevant proposal by the Company’s Audit Committee, the election of the Audit Company under the trade name “PRICEWATERHOUSECOOPERS AUDIT COMPANY S.A” registered with the Public Records of  article 14 of Law 4449/2017, for the regular audit of the annual and semi-annual Financial Statements (separate and consolidated) for the current financial year 2021.

It is noted that the above Audit Company will undertake the process and issue the annual tax certificate and the tax compliance report of the Company for the financial year 2021, in accordance with provisions of the article 65Α of L. 4174/2013.

Finally, with the same resolution adopted by majority, the AGM of the shareholders authorized the Board of Directors to conclude a final agreement with the above Audit Company with regard to the level of its fees for the audit of the current financial year as appointed, and the issuance of the tax certificate, as well as to send the written notification-mandate to the elected Audit Company within five (5) days from the date of its election. 

Number of shares for which valid votes were casted: 32.263.573

Percentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.254.536

Against: 7.037

Abstention (present): 2.000

On the 5th item the shareholders approved by majority the fees, remunerations, and other benefits, paid to the members of the Board of Directors for the services provided to the Company during the closing financial year 2020 (01.01.2020-31.12.2020), which are in line with the approved and in force  Remuneration Policy of the Company.

Number of shares for which valid votes were casted: 32.263.573

Percentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.017.916

Against: 242.757

Abstention (present): 2.900

On the 6th item, the shareholders voted by majority positively on the Remuneration Report, which was prepared in accordance with the provisions of article 112 of L. 4548/2018, containing a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-executive), and explaining how the Remuneration Policy of the Company was implemented for the immediately preceding financial year.

Number of shares for which valid votes were casted: 32.263.573

Percentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.017.916

Against: 242.757

Abstention (present): 2.900

On the 7th item, the shareholders approved by majority the new Remuneration Policy, prepared in accordance with the provisions of articles 110 and 111 of L. 4548/2018, by the Remuneration & Nominations Committee, which defines the specific framework, terms and basic principles followed during the process of determining the remuneration and other benefits paid to persons falling within its scope, and the update of which was deemed necessary due to the change of the Company's Organizational Chart with the addition of new positions and roles, the separation of the responsibilities of the Chairman and the Chief Executive Officer (CEO) of the Company, and in particular the establishment of new Committees, adopting corporate governance best practices by the Company.

Number of shares for which valid votes were casted: 32.263.573

Percentage  of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 31.920.489

Against: 340.184

Abstention (present): 2.900

On the 8th item, the shareholders approved by majority the salaries, remuneration and other benefits, which will be paid to the members of the Board of Directors during the current financial year 2021 (01.01.2021-31.12.2021), which are in accordance with the new Remuneration Policy, that was approved during the discussion of the previous item of the daily agenda, and pursuant to the same resolution adopted by majority provided the relevant permission for advance payment of the said remuneration to the above persons for the time period until the next Ordinary General Meeting, in accordance with the provisions of article 109 of L. 4548 / 2018, as in force.

Number of shares for which valid votes were casted: 32.263.573

Percentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 31.920.489

Against: 246.310

Abstention (present): 96.774

On the 9th item, the shareholders approved by majority the Suitability Policy of the members of the Board of Directors of the Company, which was prepared in accordance with the provisions of article 3 of L. 4706/2020 and the guidelines of the Hellenic Capital Market Commission, as analyzed in particular in the Circular with number 60/18.09.2020.

Number of shares for which valid votes were casted: 32.263.573

Percentage  of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.018.816

Against: 242.757

Abstention (present): 2.000

On the 10th item, the shareholders approved by majority the granting pursuant to article 98 paragraph 1 of L. 4548/2018 as in force, of relevant permission to the Members of the Board of Directors, the General Managers and the Managers of the Company, in order to participate in the Board of Directors or management of subsidiaries or affiliated companies (current and/or future) of the Company and subsequently of the Group.

Number of shares for which valid votes were casted: 32.263.573

Percentage  of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.261.573

Against: 0

Abstention (present): 2.000

On the 11th item, the shareholders decided by majority the approval of Company’s shares buy-back plan in accordance with the provisions of article 49 of L. 4548/2018, as in force, and in particular approved the purchase within a period of twenty-four (24) months from the date of adoption of this resolution, namely no later than 21.05.2023, of a maximum of 4.341.876 common, registered shares, with a purchase price range from fifty eurocents (€ 0,50) per share (minimum price) to ten Euro (€ 10,00) per share (maximum price).

Simultaneously, with the same resolution adopted by majority, the AGM of the shareholders granted to the Board of Directors of the Company the relevant authorization for the proper implementation and application of the plan within the framework defined above.

Number of shares for which valid votes were casted: 32.263.573

Percentage of total share capital, after the deduction of own shares: 74,31%

Total number of valid votes: 32.263.573

In favor: 32.107.536

Against: 154.037

Abstention (present): 2.000