Decisions of the Annual General Meeting -Voting Results
The Société Anonyme under the name "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" and the distinctive title "THRACE PLASTICS CO S.A." (hereinafter named the "Company" for purposes of brevity), announces that on Thursday, 24th April 2014, at 9:00 a.m., the Annual General Meeting of its shareholders took place at the Company's registered offices in Magiko, Municipality of Avdira, County of Xanthi.
Twelve (12) shareholders were present at the Annual General Meeting either in person or through a proxy, representing 28,862,270 common registered shares and equivalent voting rights, namely 64% of the Company's share capital and voting rights.
It is noted that for 220,554 common registered shares, voting rights are suspended according to those stated in article 16, paragraph 8 of C.L. 2190/1920 as such refer to the Company's treasury shares.
The Annual General Meeting of the Company made the following decisions on the daily agenda items as presented below, based on the voting results for each item, in accordance with article 10 of L. 3884/2010, which have also been posted on the Company's legally registered website (www.thracegroup.gr):
On the 1st item, shareholders unanimously approved the Annual Financial Statements (separate and consolidated) of the Company for the financial year 2013 (1/1/2013 - 31/12/2013), together with the Annual Management Report by the Board of Directors and the Audit Report, dated as of 22.03.2014, by the Certified Public Accountant, in precisely the same form by which all above documents were published and submitted to the pertinent supervisory authorities.
It is also noted that the Meeting unanimously approved the revised Annual (separate and consolidated) financial statements of the financial year 2012, which were revised following the application of the amended IAS 19 “Employee Benefits” from 1.1.2012.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,862,270
Against: 0
No vote (from those present): 0
On the 2nd item, shareholders unanimously approved the distribution of an amount of 2,243,703.00 euro or an amount of 0.05 euro per Company's share, which will derive from the separate taxation and subsequent distribution of tax-exempt reserves, which had been formed on the basis of L. 2238/1994, in accordance with the article 72 of L. 4172/2013.
With regard to the above distributed amount, there is the exception of 220,554 treasury shares currently held by the Company.
Monday, 28th April 2014 was set as the cut-off (ex-dividend date), namely the date from which the Company's shares are traded on the Athens Exchange without the right to receive the above distribution of capital.
Wednesday, 30th April 2014 was set as the payment beneficiaries' record date and Wednesday, 7th May 2014 was set as the date of commencement of payment. Piraeus Bank was approved as the banking institution through which the relevant payments will be expedited. Moreover the relevant authorizations were granted to the Company's Board of Directors in order the latter to implement the above decision concerning the payment of the capital distribution.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,862,270
Against: 0
No vote (from those present): 0
On the 3rd item, shareholders unanimously released the Board of Directors' members and the Company's Certified Public Auditors from any liability for indemnity regarding the above Annual Financial Statements and for the actions and management of the financial year 01.01.2013-31.12.2013.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,862,270
Against: 0
No vote (from those present): 0
On the 4th item, the shareholders approved by majority the fees and remuneration of members of the Board of Directors that were paid for their provided services during the past financial year 2013 (01.01.2013-31.12.2013), and pre-approved the fees and remuneration of such for the current financial year 2014 up to the date of the next Annual General Meeting.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,686,270
Against: 176,000
No vote (from those present): 0
On the 5th item, shareholders unanimously approved the selection of the company “PricewaterhouseCoopers S.A.” to conduct the ordinary audit of the Company's annual and semi-annual financial statements (separate and consolidated) for financial year 2014 (1/1/2014 - 31/12/2014), whereas the latter will appoint the audit to its member Mr. Konstantinos Michalatos of Ioannis with CPA License Reg. No. 17701, as Regular Certified Auditor, and to Mr. Dimitrios Sourbis of Andreas with CPA License Reg. No. 16891 as deputy Certified Auditor.
Also it was decided that the above audit firm will undertake the process to issue the annual certificate and tax compliance report for the Company for the financial year 2014, in accordance with article 82 par. 5 of L. 2238/1994 and the Board of Directors was authorized to make a final agreement with the above audit firm regarding its fee, which however will not exceed the level of fee granted for the previous financial year 2013, as well as to submit the written announcement – mandate to the selected Auditing Firm within five (5) days from the date of its selection.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,862,270
Against: 0
No vote (from those present): 0
In the 6th item, shareholders unanimously approved the provision of permission pursuant to article 23 par. 1 of C.L. 2190/20, as in force, to the members of the Board of Directors, the General Managers and the Managers of the Company with regard to their participation in the management of subsidiaries or related companies (existing or/and future ones) of the Company and consequently in the management of the Company's Group.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,862,270
Against: 0
No vote (from those present): 0
On the 7th item, shareholders approved by majority the election of a new nine-member (9-member) Board of Directors for a 5-year term and specifically until the Annual General Meeting that will convene within the first half of year 2019 (namely with term until 30.06.2019). The new Board of Directors will be comprised of the following members:
1) Konstantinos Chalioris of Stavros
2) Theodosios Kolyvas of Antonios
3) Georgios Braimis of Perikles
4) Christos Siatis of Panagiotis
5) Stephen Duffy of Bernard
6) Ioannis Apostolakos of Georgios
7) Konstantinos Gianniris of Ioannis
8) Petros Fronistas of Christos
9) Vasilis Zairopoulos of Stylianos
At the same time, the Annual General Meeting, by the above via majority decision, approved the appointment of Mr. Ioannis Apostolakos, Mr. Konstantinos Gianniris and Mr. Petros Fronistas as independent members of the Board of Directors in accordance with the clauses of L. 3016/2002 as it is currently in effect.
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,686,270
Against: 176,000
No vote (from those present): 0
In the 8th item, shareholders approved by majority the appointment of the Audit Committee in accordance with the article 37 of L. 3693/2008, comprised of the non executive members of the Company's Board of Directors and namely the following: 1) Mr. Konstantinos Gianniris of Ioannis, 2) Mr. Ioannis Apostolakos of Georgios, and 3) Mr. Christos Siatis of Panagiotis,
Number of shares for which valid votes were given: 28,862,270
Percent of share capital: 64%
Total number of valid votes: 28,862,270
In favor: 28,686,270
Against: 176,000
No vote (from those present): 0
On the 9th item, the Chairman of the General Meeting informed the shareholders on the progress and prospects of the Group for the financial year 2014.
Xanthi, 24 April 2014
«THRACE PLASTICS Co. S.A.»