The Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with the distinctive title «FLEXOPACK S.A.», (hereinafter referred as the «Company»), announces that on Friday the 25th of June 2021 at 15:00 , at the registered offices of the Company (Koropi Attica, position Tzima, Ifaistou street), the annual Ordinary General Meeting of its shareholders was held, which attended in person or by proxy shareholders representing 9.441.792 common registered shares and equal in number voting rights, i.e. percentage 81,23% out of total 11.623.574 shares and of equal in number voting rights of the Company.

 

It is noted that ninety-six thousand four hundred fifty (96.450) ordinary, nominal shares carry no voting rights and cannot be counted toward a quorum, since their voting rights are being suspended according to the clauses of article 50, paragraph 1 of Law 4548/2018, as own shares of the Company.

The annual Ordinary General Meeting of the shareholders of the Company adopted the following resolutions on the agenda topics, as these resolutions are presented based on the voting results per topic, pursuant to those provided in article 133 par. 2 of Law 4548/2018, which have been also posted at the website of the Company (www.flexopack.com). 

 

On the 1st topic it approved unanimously the annual Financial Statements (corporate and consolidated) concerning the financial year 2020 (01.01.2020-31.12.2020) and as a whole the annual Financial Report for the said financial year, which has been drawn up according to the applicable legal framework and published on Company's website declared to General Business Registry (G.E.MI.), transmitted to the website of the Athens Stock Exchange where Company's shares are traded on and to the Capital Market Commission.    

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 2nd topic it approved unanimously the annual Management Report of the Board of Directors, which is incorporated entirely in the Minutes of the Board of Directors dated 27^th of April 2021 as well as the Audit Report of the Chartered Auditor - Accountant of the Company Mr. Manolis Michalios dated 28th of April 2021, referring to annual Financial Statements 2020.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 3rd topic Submission and presentation of the Annual Report from the Audit Committee on the activities of the Audit Committee for the financial year 2020 (01.01.2020-31.12.2020), in accordance with the provisions of article 44 par. 1 (i) of Law 4449/2017, as in force after its amendment by article 74 par. 4 of Law 4706/2020, in order to, adequately and thoroughly inform the shareholders in regard with the activities of the Committee throughout the financial year 2020.

 

On the 4th topic it approved unanimously the disposal (distribution) of profits for the financial year 2020 (01.01.2020-31.12.2020) and in particular approved the distribution (payment) to the shareholders of the Company of dividend of 1.011.250,94  Euros (gross amount), i.e. amount of 0,087 Euros per share (gross amount) from the profits of the financial year 2020, from which is withheld the proportion of the dividend tax of 5%, thus  the total amount of the dividend to be paid will amount to 0.08265 Euro per share.

It is noted that the ninety-six thousand four hundred fifty (96.450) own shares of the Company are excluded from the payment of dividend. Consequently, the amount of dividend corresponding to the above shares will increase the above-mentioned dividend of the other shares, according to the provisions of article 50 of Law 4548/2018.

Beneficiaries of the above dividend are the shareholders of the Company registered in Dematerialised Securities System archives on Tuesday, July 13, 2021 (record date).

 The dividend cut date was set for Monday, July 12, 2021, in accordance with Article 5.2 of the Athens Stock Exchange Regulation.

The payment of the dividend will start on Monday, July 19, 2021 and will be effected according the procedure provided by the Regulation of the Athens Stock Exchange by the Bank "NATIONAL BANK OF GREECE SA".

The General Meeting of Shareholders granted to the Board of Directors of the Company the authorization to carry out any relevant issue for the proper and timely implementation of the decision on the distribution (payment) of dividend.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 5th topic it decided unanimously as a result of voting by shareholders' call, the approval of the entire administration that took place during the financial year 2020 (01.01.2020-31.12.2020) and discharged the Auditors of the Company from any compensation liability for the facts and for the overall management of the financial 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 votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 6th topic it elected unanimously, after the proposal of the Audit Committee, the appointment of the Auditing Company “Grant Thornton Chartered Accountants and Management Consultants Societe Anonyme”, registered in the Public Register of article 14, Law 4449/2017, for performing the audit of annual and of the semi-annual Financial Statements of the Company  (corporate and consolidated) for the current financial year 2021 (01.01.2021-31.12.2021).

It is noted that the above  Auditing Company will also perform the annual tax audit in order to issue the Annual Tax Certificate and the Tax Compliance Report for the financial 2021, according to article 65A of Law 4174/2013.

Finally, the Board of Directors is authorized to conclude an agreement with the above Auditing Company in terms of their fees and additionally send a written notification-order to the elected Auditing Company within five (5) days from the election date.  

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 7th topic it approved unanimously the salaries, remuneration and other allowances in general paid to the members of the Board of Directors (executive and non-executive), in accordance with the approved  Remuneration Policy as in force, for the services rendered by them during the financial year 2020 (01.01.2020-31.12.2020).

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 8th topic It voted positively on the Remuneration Report for the financial year 2020, which was drawn up under article 112 of L. 4548/2018 and contains a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-executive), including the Managing Director (one and/or most), the Authorized Advisors and any Deputy of them and elaborates on how the Company's Remuneration Policy was implemented for the previous financial year.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 9th topic In the context of the immediate, substantial and effective compliance of the Company with the requirements and regulations of law 4706/2020 on corporate governance and in particular pursuant to the provisions and the criteria and conditions of the proposed independent members, as well as the provisions on suitability, diversity and adequate representation by gender in the Board of Directors, it unanimously approved the election of a new nine-member (9-member) Board of Directors, through the re-election of: 1) Georgios Gkinosatis of Spyridon, 2) Stamatios Gkinosatis of Spyridon, 3) Asimina Gkinosati of Dimitrios, 4) Stamatina Gkinosati of Georgios, 5) Dimitrios Gkinosatis of Stamatios, 6) Spyridon Gkinosatis of Stamatios, 7) Aliki Benroumpi of Sam Samouil, from the outgoing members of the Board of Directors, as well as the election of: 1) Ioannis Papamichalis of Efstratios and 2) Ioannis Tsoukaridis of Petros, as new members of the Board of Directors.

 

Pursuant to article 9 par. 2 of the Articles of Association of the Company, the term of office of the new Board of Directors is for five years, expiring the 25^th of June 2026 and may be extended until the expiry of the time-limit within which the next Ordinary General Meeting of the shareholders shall convene and until the relevant resolution. The Board of Directors will consist of the following members:

1) Georgios Gkinosatis of Spyridon,

2) Stamatios Gkinosatis of Spyridon,

3) Asimina Gkinosati of Dimitrios,

4) Stamatina Gkinosati of Georgios,

5) Dimitrios Gkinosatis of Stamatios,

6) Spyridon Gkinosatis of Stamatios,

7) Aliki Benroumpi of Sam Samouil,

8) Ioannis Papamichalis of Efstratios,

9) Ioannis Tsoukaridis of Petros,

 

Through this same decision it appointed as independent members of the Board of Directors the following persons:

1) Ioannis Papamichalis of Efstratios, 2) Ioannis Tsoukaridis of Petros and  3) Aliki Benroumpi of Sam Samouil, given that they fully comply with the independence criteria as set by the legislative and regulatory framework.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 10th topic it decided according to article 44 of L. 4449/2017 as in force, to elect a  new three (3)-member Audit Committee which is  an Independent Committee and consists of  two (2) non-members of the Board of Directors and one (1) independent non-executive member of the Board of Directors. The members of the new Audit Committee are in their majority independent, pursuant to the requirements of the legislative and regulatory framework as in force.

The term of office of the Audit Committee was decided to coincide with term of office of the Board of Directors of the Company, which was elected by the present Ordinary General Assembly, i.e. five-year duration expiring the 25^th of June 2026, to be extended until the expiration of the term within which the next Ordinary General Assembly should convene, but shall in no case exceed six (6) years.

 

In light of the above the following members were appointed:

1) Dimitrios Panagotas of Ioannis, Chartered Auditor - Accountant in suspension, non-member of the Board of Directors.

2) Nikolaos Vlachos of Matthaios, non-member of the Board of Directors.

3) Aliki Benroumpi of Sam Samouil, independent non executive member of the Board of Directors.

 

The members of the Audit Committee have sufficient knowledge in regard with the sector in which the Company operates.

 

In addition, the conditions as set by the regulatory framework (article 4 par. 1 of the valid until 17.07.2021 Law 3016/2002 and article 9 par. 1 and 2 of Law 4706/2020) independence criteria are met to: 1) Dimitrios Panagotas and 2) Aliki Benroumpi, i.e. to the majority of the members of the Audit Committee, since the above-mentioned persons:

(a) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the share capital of the Company and

(b) are free from any financial, business, family or other dependent relationship which may affect their decisions and their independent and objective judgment.

 

Finally, the criterion of adequate knowledge and experience in auditing or accounting is proven to be met to Dimitrios Panagotas with his capacity as Chartered Auditor - Accountant in suspension, having  extensive knowledge and professional experience, which will contribute decisively to the implementation of the responsibilities and tasks of the Audit Committee.

The CVs of the members of the Audit Committee are posted at the Company's website (http://www.flexopack.com), for the purpose of complete, adequate and appropriate information of both the Company's shareholders and the investors in general.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 11th topic It determined and pre-approved unanimously the salaries, remuneration, fees, allowances of the members of the Board of Directors for the current financial year 2021 (01.01.2021-31.12.2021), which are in line with the current Remuneration Policy of the Company and granted approval for prepayment of the fees to the above members for the time period until the next Ordinary General Meeting, according to article 109 of L. 4548/2018 as in force.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 12th topic It approved the Suitability Policy of the members of the Board of Directors, which was drawn up pursuant to the requirements of article 3 of L. 4706/2020 as well as the guidelines of the Hellenic Capital Market Commission, as analyzed in particular in its Circular number 60/18.09.2020 in order to formulate the specific framework and criteria for the selection, appointment, replacement, and renewal of the term of office of the members of the Board of Directors.

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

On the 13th topic it approved unanimously, according to the provisions of article 98, paragraph 1 of L. 4548/2018, the granting of authorization to the members of the Board of Directors and the Managers of the Company to participate in the Board of Directors or the management of other Group companies (existing and/or future), pursuing, similar or related purposes and to act in accordance with the objectives pursued by the Company. 

Number of shares for which votes were valid: 9.441.792

Percentage of share capital: 81,23%

Total number of valid votes: 9.441.792

Number of votes in favor: 9.441.792

Number of votes against: 0

Number of abstentions (Present): 0

 

 

                                                                                                            Koropi, the 28^th June 2021

On behalf of  FLEXOPACK S.A.