THRACE PLASTICS HOLD

PLAT
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Thrace Plastics and Commercial S A : Invitation to the Annual Ordinary General Meeting

06/30/2020 | 05:09 pm

June 24, 2020

Invitation to the Annual Ordinary General Meeting


Messrs. Shareholders of the Company are invited to the Annual Ordinary General Meeting, which shall take place at the Company's registered offices at Magiko, Municipality of Avdira, Prefecture of Xanthi, Greece, on Wednesday, 15th July 2020, at 12.30 p.m.

I N V I T A T I O N

(Drawn up in accordance with article 121 paragraph 4 of Law 4548/2018)

Of the Shareholders of the Société Anonyme named

'THRACE PLASTICS HOLDING AND COMMERCIAL SOCIETE ANONYME'

under the name 'THRACE PLASTICS CO S.A.'

to the Annual Ordinary General Meeting

General Electronic Commercial Registry (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 23rd June 2020 and in accordance with provisions of Law 4548/2018, as well as with article 17 of the Articles of Association of the Company, Messrs. Shareholders of the Company are invited to the Annual Ordinary General Meeting, which shall take place at the Company's registered offices at Magiko, Municipality of Avdira, Prefecture of Xanthi, Greece, on Wednesday, 15th July 2020, at 12.30 p.m., regarding the discussion and decision-making on the following items of the agenda:

AGENDA ITEMS

1. Submission and approval of the Annual Financial Statements (separate and consolidated) of the Company for financial year 2019 (01.01.2019-31.12.2019), in conjunction with the Annual Management Report of the Board of Directors and the Audit Report on the statements by the Certified Auditor Accountant.

2. Approval of allocation (distribution) of income for the financial year 2019 (01.01.2019-31.12.2019), decision with regard to the distribution (payment) of dividend and granting of the relevant authorizations to the Board of Directors.

3. Approval of the entire administration and discharge of the Certified Auditors of the Company from any compensation or liability deriving from the facts and the management of the closing fiscal year 2019 (01.01.2019 - 31.12.2019) as well as from the respective annual Financial Statements.

4.Election of an Auditing Firm from the Public Registry for the audit of the annual and semi-annual financial statements of the year 2020 (01/01/2020 - 31/12/2020) and determination of their fees.

5. Approval of the fees and remuneration paid to the members of the Board of Directors during the financial year 2019 (01/01/2019 - 31/12/2019) for the services rendered.

6. Determination and pre-approval of the fees and remuneration of the members of the Board of Directors for the current fiscal year 2020 (01.01.2020-31.12.2020), as well as granting of approval for prepayment of the fees to the above members for the time period up to the next Ordinary General Meeting, according to the article 109 of Law 4548/2018 as it is in effect.

7.Submission for discussion and voting by the Ordinary General Meeting of the Remuneration Report for the year 2019 (01.01.2019-31.12.2019) in accordance with article 112 of law 4548/2018.

8. Granting of approval-authorization in accordance with article 98 paragraph 1 of Law 4548/2018 as it is in effect, 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.

9. Various items and announcements.

Where the required by law quorum is not reached, meaning the quorum that would allow the approval of decisions made on the items of the daily agenda, any Repeat Annual Ordinary General Meeting will convene on 29th July 2020, Wednesday and at 12:30 p.m. at the same place, under the same items of the daily agenda according to the provisions of article 130, paragraph 2 of Law 4548/2018 as it is in effect. It is noted that for the above mentioned Repeat Annual Ordinary General Meeting there will be no invitation released.

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

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

Each share provides for the right to cast one (1) vote. Any shareholder who is listed on the archives of the Dematerialized Securities System which is managed by the Societe Anonyme company «HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME» (ELKAT), which is the Central Securities Depository that provides registry services within the meaning of par. 6 of article 124 of Law 4548/2018, is entitled to participate in the Annual Ordinary General Meeting.

The shareholder status shall be effective as at 10.07.2020 (record date), namely as at the beginning of the fifth (5th) day prior to the date of the convention of the General Meeting of 15.07.2020. 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» (ELKAT).

It is considered that only he / she who bear the shareholder status as at the corresponding record date may have participation and voting right in the annual Ordinary General Meeting.

As regards the 1st Repeat Annual Ordinary General Meeting, the shareholder status shall be effective as at 10.07.2020 (record date of the 1st Repeat Extraordinary General Meeting), namely as at the beginning of the fifth (5th) day prior to the convention day of the initial General Meeting of 15.07.2020, according to the provisions of the article 124, paragraph 6 of law 4548/2018, as it is currently in effect.

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.

Β. MINORITY INTERESTS

(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, provided the relevant request is communicated to the Board of Directors until 30.06.2020, namely at least fifteen (15) days prior to the annual Ordinary General Meeting. The request for the inclusion of additional items on the 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 on 02.07.2020, 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 paragraph 4 of the article 123 of Law 4548/2018.

(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 General Meeting. The relevant application must be submitted to the Board of Directors by 08.07.2020, 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 paragraph 3 of the article 123 of Law 4548/2018, until 09.07.2020, 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 09.07.2020, 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 upon a request made by shareholders representing the one twentieth (1/20) of the paid-in share capital, the Board of Directors is obliged to announce at the General Meeting the amounts which during the past two years were paid to each member of the Board of Directors or the Company's managers, as well as any benefit granted to these persons due to any cause or according to any contractual agreement between the Company and these persons. 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 09.07.2020, 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. In the cases referred to in this paragraph, the Board of Directors may respond unanimously to applications from shareholders with the same content.

(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 paragraph 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» (ELKAT), which manages the Dematerialized Securities System, which is the registry of the central securities depository within the meaning of paragraph 5 of the article 40 of Law 4548/2018.

C. PROCEDURE REGARDING THE EXERCISE OF VOTING RIGHT BY PROXIES

Each shareholder participates in the annual Ordinary General Meeting and casts vote either in person or by proxy. 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 who acts on behalf of more than one shareholder may cast vote differently on behalf 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 Ordinary General Meeting of any particular event that may be helpful for the shareholders to assess the risk that the proxy may serve interests other than those of the represented shareholder. Within the meaning of this paragraph, there may be conflict of interests especially if the proxy 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 the general 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 first degree relative of one of the natural persons mentioned in the above cases (a) up to (c).

The appointment and revocation or replacement of the shareholder's proxy or delegate are done in writing and are communicated to the Company with the same formal validity, at least forty eight (48) hours before the convention date of the annual Ordinary General Meeting.

The Company has made available on its legally registered website (www.thracegroup.gr) the form used for the appointment of proxy. The said form is submitted complete and signed by the shareholder towards the Company's Shareholders' Department, or is sent by fax to the said Department (Fax no. +30 210-9875067) at least forty eight (48) hours before the date of the annual Ordinary General Meeting.

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

D. AVAILABLE DOCUMENTS

The full text of the decisions' drafts and of any other documents provided by the paragraph 4 of article 123 of Law 4548/2018 will be also made available in paper form at the Company's Department of Shareholders and Investor Relations (20 Marinou Antypa Street, Alimos, Greece, Head of the Department: Ms. Ioanna Karathanasi, Tel. +30 210 9875081).

Ε. AVAILABLE INFORMATION

The information of paragraphs 3 and 4 of article 123 of Law 4548/2018 will be electronically available on the Company's legally registered website www.thracegroup.gr .

Xanthi, 23rd June 2020

The Board of Directors

Disclaimer

Thrace Plastics Co. SA published this content on 24 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2020 21:08:07 UTC

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