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 the Extraordinary 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 20th January 2021 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 the Extraordinary General Meeting, which shall be held remotely in real time via teleconference and without the physical presence of shareholders at the venue, on Thursday, 11th February 2021, at 16:00 p.m., regarding the discussion and decision-making on the following items of the agenda:
ITEMS OF THE DAILY AGENDA
1. Announcement of the election of new independent non-executive members of the Board of Directors to replace those who resigned, in accordance with the provisions of article 82 par. 1 of Law 4548/2018.
2. Election of a new Board of Directors of the Company and appointment of its independent members, in accordance with the current regulatory framework.
3. Election-appointment of the Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, as in force after its amendment by article 74 of Law 4706/2020.
Due to the extraordinary circumstances and 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 throughout the territory, the Extraordinary General Shareholders Meeting of 11th February 2021 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, the No. D1a / G.P.oik. 3060/15.01.2021 JMD (Government Gazette Β΄ 89/16.01.2021) and also in accordance with the more specifically defined herein.
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 11 February 2021, the General Meeting will convene again in a Repetitive Meeting taking place in similar manner, i.e. remotely in real-time by teleconference and for the same items of the daily agenda, on Thursday, 18 February 2021 at 16:00, in accordance with the article 130 of Law 4548/2018, as currently in force. It is noted that new invitation for the repetitive General Meetings will not be published.
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 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, is entitled to participate in the Extraordinary General Meeting, either the first or the repeated meeting.
The shareholder status shall be effective as at 06.02.2021 (record date), namely as at the beginning of the fifth (5th) day prior to the date of the convention of the Extraordinary General Meeting of 11.02.2021. The above record date will also apply in the case of postponed or repeated General Meeting, provided that the postponed or repeated meeting does not deviate more than thirty (30) days from the record date (article 124, par. 6, L.4548 / 2018).
The proof of the shareholder status can be provided via any legal means and in any case through the information that the Company collects from the Central Securities Depository, if the latter provides registry services or through the participating and registered intermediaries in the Central Securities Depository in any other case. Against the Company, only persons and entities that hold the status of shareholder on the respective record date are considered to have the right to participate and vote in the Extraordinary General Meeting.
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 Extraordinary 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 Extraordinary General Meeting on 11 February 2021 on or its repeated 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 www.athexgroup.gr/AXIAeShareholdersMeeting.
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 and have been provided to the Company by the “HELLENIC CENTRAL SECURITIES DEPOSITORY SA” (HCSD or EL.KAT.) as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Decision No 8 of the BoD of “HELLENIC CENTRAL SECURITIES DEPOSITORY SA”, “Electronic investor information services (2 ‐ factor authentication) at the time of the investors’ access to the electronic services of EL.KAT.”, then the shareholder must provide or update the information above, in order to create the account.
Towards this purpose and in order to prevent the occurrence of any dysfunction, shareholders are requested to contact without delay the Operator of their Account where the shares of the Company are kept, or any other intermediary, that provides them with custody services for the shares of the Company, as the case may be, in order to notify them or to update their valid email address and mobile telephone number for identification.
Further instructions to participate at the Extraordinary 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 Department of the Company by email at firstname.lastname@example.org or by telephone at +30 210-98.75.081 on a daily basis during working hours.
Furthermore, starting with the publication of the present and until the end of the Extraordinary 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 at the General Meeting (GM) 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. Therefore, shareholders will have the ability to:
(a) follow the proceedings of the General Meeting with electronic or audiovisual means,
(b) take the floor and address the General Meeting verbally 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 GM on the matters of the daily agenda,
(d) receive information on the recording of their vote.
C. 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 Extraordinary General Meeting, provided the relevant request is communicated to the Board of Directors until 27.01.2021, namely at least fifteen (15) days prior to the Extraordinary 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 29.01.2021, namely thirteen (13) days prior to the date of the Extraordinary 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 Extraordinary General Meeting. The relevant application must be submitted to the Board of Directors by 04.02.2021, meaning at least seven (7) days before the date of the Extraordinary 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 05.02.2021, meaning at least six (6) days before the date of the Extraordinary General Meeting.
(c) Upon request filed with the Company by any shareholder until 05.02.2021, namely at least five (5) full days before the Extraordinary 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. 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 05.02.2021, namely at least five (5) full days before the Extraordinary 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 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.
D. PROCEDURE REGARDING THE EXERCISE OF VOTING RIGHT BY PROXIES
Ι. Each shareholder participates in the Extraordinary General Meeting and casts vote either in person or by proxy. Without prejudice to the following specifically defined, 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 Extraordinary 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 Extraordinary General Meeting (i.e. at the latest up to 16:00 of 09.02.2021).
ΙΙ. Specifically for shareholder participation by proxy at the Extraordinary General Meeting on 11th February 2021, remotely in real-time by teleconference, the shareholder can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the Extraordinary General Meeting (i.e. by 16:00 of 09.02.2021 at the latest).
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 in order 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 Extraordinary General Meeting of 11 February 2021 remotely in real-time by teleconference. This document is made available to shareholders in hard copy at the Investor Relations Department of the Company (20 Marinou Antypa Street, Alimos, Attiki), and in electronic form on the website of the Company (http://www.thracegroup.gr).
The above mentioned document must be filled-in, signed and also authenticated, and then submitted to the Investor Relations Department of the Company (20 Marinou Antypa Street, Alimos, Attiki), or digitally signed by using a recognized digital signature (qualified certificate) by the proxy or shareholder by e-mail at email@example.com , at least forty eight (48) hours before the date of the Extraordinary General Meeting, i.e. until 09.02.2021 on 16:00 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 during business days and hours at +30 210-9875081.
Ε. AVAILABILITY OF DOCUMENTS AND INFORMATION
The information of paragraph 3 and 4 of article 123 of Law 4548/2018, and in particular the Invitation to the Extraordinary General Shareholders Meeting, the total number of shares and voting rights that these shares incorporate on the Invitation date, the document for exercising the right to vote by proxy, the documents that will be submitted to the General Meeting, the draft decisions on the items of the proposed daily agenda as well as the documents to be used for remote participation and voting in the Extraordinary General Meeting are available in electronic form on the website of the Company (http://www.thracegroup.gr) and in hard copy at the Investment Relations Department of the Company (20 Marinou Antypa Street, Alimos, Attica).
Xanthi, 20 January 2021
The Board of Directors