Decisions of the Annual General Meeting
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" for purposes of brevity), announces that on Tuesday, 18th of June 2019, at 12:30, the Annual General Meeting of its shareholders took place at the Company's registered offices in Magiko, Municipality of Avdira, County of Xanthi, Greece.
Nineteen (19) shareholders in total were present at the Annual General Meeting either in person or through a proxy, representing 33,230,621 common registered shares and equivalent voting rights, namely 75.971% of the Company's share capital and voting rights.
It is noted that for 4,324 common registered shares, the attendance and voting rights are being suspended according to the provisions of article 50, paragraph 1, section a' of L. 4548/2018, since they constitute treasury shares of the Company and therefore they are not accounted for in the formation of quorum.
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 the provisions of article 133, paragraph 2 of L. 4548/2018. The above 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 2018 (1/1/2018 - 31/12/2018), together with the Annual Management Report of the Board of Directors as at 15.04.2019 and of the Report of the Company's Certified Auditor - Accountant as at 17.04.2019. The above have been included in the annual Financial Report of the year 2018, which has been legally prepared and published by the Company both in the legally registered address of the Company's website in the General Electronic Commercial Registry (GEMI), and through dissemination of the above to the website of the Organized Market in which the Company's shares are traded as well as in the Hellenic Capital Market Commission.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 2nd item, the shareholders unanimously approved the appropriation (distribution) of income for the financial year 2018 (01/01/2018 - 31/12/2018) and specifically they approved to distribute a total dividend of Euro 1.944.000 (gross amount) to the shareholders of the Company from the earnings of the closing financial year 2018 as well as from previous years' earnings.
It is noted that the Company holds 4,324 own (treasury) shares which are not entitled to the dividend payment and therefore the amount of the dividend which corresponds to the particular shares increases the dividend of all remaining shares.
The Company's shareholders registered in the records of the Dematerialized Securities System (SAT) as of Friday, June 21, 2019 (record date), are those entitled to receive the above dividend.
Thursday, June 20, 2019, was set as the ex-dividend date, with regard to the dividend of the year 2018, according to the relevant article 5.2 of the Athens Exchange Regulation.
The payment of dividend will commence on Wednesday, June 26, 2019, and will be implemented through the Societe Anonyme under the name “PIRAEUS BANK S.A.”, according to the procedure stipulated by the Regulation of the Athens Exchange in effect.
At the same time, with the above decision the General Meeting of shareholders authorized the Board of Directors of the Company to carry out and complete any matter in relation to the appropriate and timely implementation of the decision taken as of today concerning the payment (distribution) of dividend.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 3rd item, shareholders unanimously approved the administration carried out during the financial year ended on 31/12/2018 and released the Board of Directors' members and the Company's Certified Auditors from any liability for indemnity regarding the above Annual Financial Statements as well as for the actions and the administration of the closing financial year 2018 (01/01/2018 - 31/12/2018).
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 4th item, the shareholders, following the relevant proposal – recommendation made by the Company's Audit Committee, unanimously approved the election of the Audit Firm under the name “PRICEWATERHOUSECOOPERS AUDIT COMPANY SOCIETE ANONYME” registered in the Public Records of the article 14 of Law 4449/2017 for the regular audit of the annual and semi-annual Financial Statements of the Company (separate and consolidated) for the current financial year 2019 (01.01.2019-31.12.2019). The firm shall assign the audit to its member Mr. Dimitrios Sourbis, father's name Andreas, S.O.E.L. Reg. No. 16891, as Ordinary Certified Auditor and to Mrs. Despoina Marinou, father's name Petros, S.O.E.L. Reg. No. 17681, as Deputy Certified Auditor.
It is noted that the above Auditing Firm shall assume responsibility of the issuing process of the annual tax certificate and the tax compliance report of the Company for the financial year 2019, in accordance with provisions of article 65Α of L. 4174/2013.
Finally, the Board of Directors was authorized by the General Meeting to proceed to a final agreement with the above auditing firm with regard to the level of its fees as well as to send the written notification-mandate to the elected auditing firm within five (5) days from the date of its election.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 5th item, the shareholders by majority approved the fees and remunerations of the members of the Board of Directors paid for their services in the closing financial year 2018 (01.01.2018-31.12.2018).
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 32,078,222
Against: 1,152,399
Abstention (present):0
On the 6th item, the shareholders unanimously approved the Remuneration Policy that was prepared by the Committee for Remuneration and Nomination of BoD Members, according to the provisions of articles 110 and 111 of Law 4548/2018 and defines the special framework, the terms and the basic principles applied during the determination process of the general remuneration, fees and other benefits provided to the eligible persons, namely the members of the Board of Directors (executive and non-executive) including the Chief Executive Officer.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 7th item, the shareholders by majority approved the determination of fees and remuneration in general paid to the members of the Board of Directors for the current fiscal year 2019 (01.01.2019-31.12.2019), which are in line with the approved Remuneration Policy of the Company as well as the granting of relevant approval concerning the prepayment of fees to the above mentioned persons for the time period up to the following Ordinary General Meeting, according to the article 109 of Law 4548/2018 as it is in effect.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 32,078,222
Against: 1,152,399
Abstention (present):0
On the 8th item, the shareholders unanimously approved the granting of permission, pursuant to article 28, paragraph 1 of Law 4548/2018, 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 affiliated companies (current or / and future) of the Company and subsequently of the Group.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 9th item, the shareholders unanimously approved the re-appointment of the 3-member Audit Committee, which had been appointed by the Extraordinary General Meeting of shareholders of 19th March 2019. The above Committee fulfills the conditions of the article 44, paragraph 1 of L. 4449/2017 as it is in force, and consists of the following physical persons, namely: 1) Mr. Georgios Samothrakis of Panagiotis Certified Auditor, 2) Konstantinos Gianniris of Ioannis, independent non-executive member of the Board of Directors, and 3) Mr. Ioannis Apostolakos of Georgios, independent non-executive member of the Board of Directors.
At the same time, the shareholders proceeded with the determination of a three-year term concerning the above Audit Committee, beginning from 18/06/2019 and ending on 18/06/2022, as well as with the election of Mr. Georgios Samothrakis, son of Panagiotis, as its Chairman.
Number of shares for which valid votes were given: 33,230,621
Percent of share capital: 75.971%
Total number of valid votes: 33,230,621
In favor: 33,230,621
Against: 0
Abstention (present):0
On the 10th item, on behalf of the President of the General Meeting certain announcements were made towards the attendants – shareholders with regard to the business course of the Company.