THRACE PLASTICS HOLDING AND COMMERCIAL S.A.

Invitation to the Extraordinary General Meeting

I N V I T A T I O N

(Drawn up in accordance with article 26 par. 2b of Codified Law 2190/1920)

 

Of the Shareholders of the Société Anonyme named

"THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME"

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

General Electronic Commercial Registry No. 12512346000

(former SA Reg. No. 11188/06/B/86/31)

to the  Extraordinary General Meeting

 

 

By means of the decision by the Board of Directors of the Société Anonyme under the name "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" (hereinafter named the "Company"), made on November 1st 2013 and in accordance with provisions of C.L. 2190/1920 as well as article 17 of the Company's Articles of Association, the Shareholders of the Company are invited to the Extraordinary General Meeting, which shall take place at the Company's registered offices at Magiko, Municipality of Avdira, Prefecture of Xanthi, on Friday November 22nd 2013 at 9:00 a.m., regarding the discussion and decision-making on the following items of the agenda :

 

DAILY AGENDA ITEMS

1. Expansion-amendment of the Company's business objective and respective amendment of article 3 of the Articles of Association.

2. Miscellaneous Items and Announcements

 

Where the required by law quorum is not reached for any reason at the convention of the General Meeting of the Company's Shareholders held on 22 November 2013 , the Board of Directors invites the shareholders on Wednesday 4 December 2013 at 9:00 a.m. to a 1st Repeat General Meeting and if then the quorum required by law is again not reached at that meeting, the Board of Directors invites the shareholders to a 2nd Repeat General Meeting held on Monday 16 December 2013 at 9:00 a.m., as laid out by paragraph 4 article 29 of Law 2190/1920, as in force. The said Repeat General Meetings shall take place at the same above premises and with the same agenda items.

 

According to articles 26 paragraph 2b and 28a of Codified Law 2190/1920, as in force after their amendment by article 3 of L. 3884/2010, the Company informs the shareholders on the following:

 

I. Right to participate and cast vote in the General Meeting

Each share provides the right for one vote. Any shareholder who is listed on the records of the Dematerialized Securities System - in which the transferable securities (shares) of the Company are kept - managed by the "Hellenic Exchanges S.A." (H.E.S.A.) is entitled to participate in the Extraordinary General Meeting of the Company's shareholders. The proof of shareholder status is done in an equivalent manner either through the presentation of the relevant written certificate of the above body or alternatively, by a direct electronic connection of the Company with the records of the said body. The shareholder status must be effective as at  Sunday 17 November 2013 (record date), namely as at the beginning of the fifth (5th) day prior to the date of the convention of the General Meeting, and the relevant certificate or alternatively the electronic certificate regarding the shareholder status must be submitted to the Company no later than Tuesday 19 November 2013, namely the third (3rd) day prior to the convention of the General Meeting.

 

As regards the 1st Repeat Extraordinary General Meeting, the shareholder status must be effective as at 30 November 2013 (record date of the 1st Repeat General Meeting), namely as at the beginning of the fourth (4th) day prior to the convention day of the said General Meeting, and the relevant certificate or alternatively the electronic certificate regarding the shareholder status must be received by the Company no later than Sunday 1 December 2013, namely on the third (3rd) day before the convention of the said Repeat General Meeting.

 

Respectively, as regards the 2nd Repeat Extraordinary General Meeting, the shareholder status must be effective as at Thursday 12 December 2013 (record date), namely as at the beginning of the fourth (4th) day prior to the convention day of the said General Meeting, and the relevant certificate or alternatively the electronic certificate regarding the shareholder status must be received by the Company no later than Friday 13 December 2013, namely on the third (3rd) day prior to the convention of the said Repeat General Meeting.

 

Shareholders that are legal entities must submit their relevant documents required by law within the above same deadlines.

 

Only those who bear the shareholder status as at the corresponding record date are considered by the Company to have the participation and voting right in the General Meeting. In case of noncompliance with provisions of article 28a of Codified Law 2190/1920, the said shareholder participates in the General Meeting only upon the Meeting's authorization.

 

The exercise of the said rights (of participation and voting) does not involve the blocking of the beneficiary's shares or adherence to 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.

 

II. Procedure regarding the Exercise of Voting Right by Proxies

 

Each shareholder participates in the Extraordinary General Meeting and casts vote either in person or by proxies. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their proxies. However, if the shareholder owns 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 Extraordinary General Meeting. A proxy who acts on behalf of more than one shareholder may cast votes differently on behalf of each shareholder.

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 shareholders to assess the risk that the proxy may serve interests other than those of the represented shareholder. Within the meaning of the present paragraph, there may be conflict of interests especially if the proxy is:

a) a shareholder who exercises control of the Company or other legal entity or entity controlled by that shareholder,

b) a member of the Board of Directors or in general the Company's management or a shareholder who exercises control of the Company, or other legal entity or entity controlled by a shareholder who exercises control of the Company,

c) an employee or certified auditor of the Company or of a shareholder who exercises control of the Company, or another legal entity or entity controlled by a shareholder, who exercises control of the Company,

d) a spouse or first degree relative of one of the natural persons mentioned in the above cases (a) up to (c).

The appointment and revocation of the shareholder's proxy are done in writing and are communicated to the Company with the same formal validity, at least three (3) days before the convention date of the Extraordinary General Meeting.

The Company has made available on its legally registered website (www.thracegroup.gr) the form used for the appointment of proxies. The said form is submitted completed and signed by the shareholder to the Company's Shareholders' Department, or is sent by fax to the said Department at least three (3) days prior to the date of the Extraordinary General Meeting.

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

According to the Company's Articles of Association, remote participation in the voting of the General shareholder's Meeting is permitted through the previous dispatch of the General Meeting agenda items and the relevant voting papers including those items to the shareholders of the General Meeting, at least five (5) days prior to the date of the General Meeting. The relevant provision has not been implemented up to this date, pending the issuance of the relevant ministerial decrees, as laid out by L. 3884/2010.

 

III. Minority Interests

In accordance with article 39 par. 2, 21, 4 and 5 of Codified Law 2190/1920, shareholders also have the following rights:

(a) At the request of 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 daily agenda of the Extraordinary General Meeting, provided that the relevant request is communicated to the Board of Directors until 7 November 2013, namely at least fifteen (15) days prior to the Extraordinary General Meeting. The request for the inclusion of additional items on the agenda is accompanied by a justification or a draft resolution to be approved by the Extraordinary General Meeting and the revised agenda shall be made available in the same manner as the previous agenda on 9 November 2013, 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, together with the justification or the draft resolution submitted by the shareholders as laid out in article 27 par. 3 of Codified Law 2190/1920.

(b) At the request of shareholders who represent one twentieth (1/20) of the paid-in share capital, the Board of Directors shall make available to the shareholders as laid out in article 27 par. 3 of Codified Law 2190/1920, no later than on 16 November 2013, namely at least six (6) days before the date of the Extraordinary General Meeting, draft resolutions regarding items included in the initial or the revised agenda, if the relevant request is received by the Board of Directors until 15 November 2013, namely at least seven (7) days before the date of the Extraordinary General Meeting.

(c) Upon request filed with the Company by any shareholder until 16 November 2013, 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 specific information regarding the Company's affairs, to the extent that such are helpful for the actual assessment of the agenda's items. The Board of Directors may refuse the provision of information on serious grounds, which are recorded in the minutes. The Board of Directors may respond in a uniform manner to shareholder's requests that have the same content. There is no obligation to provide information when the relevant information is already available on the Company's website, especially in the form of questions and answers.

(d) At the request of shareholders representing one fifth (1/5) of the paid-in share capital, filed with the Company until 16 November 2013, namely at least five (5) full days before the 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, which are recorded in the minutes.

Corresponding deadlines for possible exercise of minority rights by shareholders are also valid in case of Repeat General Meetings

In all of the above-mentioned cases, the applicant shareholders must prove their shareholder status and the number of shares they own when exercising the relevant right. The presentation of the certificate by the body that records the relevant transferable securities or the certification of the shareholder status through a direct electronic connection between the body and the Company may constitute such proof.

 

IV. Available Documents and Information

The information of article 27 par. 3 of Codified Law 2190/1920 including the present invitation, the proxy appointment form and the draft resolutions proposed by the Board of Directors as regards the items of the agenda, are available on the Company's legally registered website www.thracegroup.gr.

The above documents are available to Shareholders also in printed form by the Company's Shareholders and Investor Relations Department (20,Marinou Antypa Street, Alimos, Mrs. Ioanna Karathanasi, tel. +30-210-9875081).

 

 

Xanthi, 1 November 2013

The Board of Directors