Decisions of the Annual General Meeting ?Voting Results
The Société Anonyme under the corporate name "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" and the distinctive title "THRACE PLASTICS CO S.A." (hereinafter as" the Company" for purposes of brevity), announces that on Thursday, 14th of April 2016, at 12:30 p.m., the Annual Ordinary General Meeting of its shareholders took place at the Company's registered offices in Magiko, Municipality of Avdira, County of Xanthi.
Thirty one (31) shareholders were present at the Annual Ordinary General Meeting either in person or through a proxy, representing 34,131,661 common registered shares and equivalent voting rights, namely 75.689% of the Company's share capital and voting rights.
It is noted that for 1,007,298 common registered shares, attendance and voting rights are suspended according to the provisions of article 16, paragraph 8 of C.L. 2190/1920 as such refer to the Company's treasury shares. These shares are not taken into account for the quorum of the Meeting.
The Annual Ordinary 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 (corporate and consolidated) of the Company for the financial year 2015 (1/1/2015 - 31/12/2015), along with the Annual Management Report of the Board of Directors, dated 21.03.2016, and the Audit Report of the Certified Public Accountant, dated 22.03.2016, precisely in the exact form they were published and submitted to the pertinent supervisory and regulatory authorities.
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,131,661
Against: 0
Abstention (present):0
On the 2nd item, shareholders approved by majority the distribution of profits for the financial year 2015 (01/01/2015-31/12/2015) and more specifically the distribution of no dividend to the shareholders of the Company from the earnings of the closing financial year 2015 (01.01.2015-31.12.2015).
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,001,661
Against: 0
Abstention (present):130,000
On the 3rd item, shareholders by majority discharged the members of the Board of Directors and the Company's Certified Public Auditors from any liability for indemnification regarding the Annual Financial Statements and the management of the financial year 2015 (01.01.2015-31.12.2015).
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 33,464,115
Against: 667,546
Abstention (present):0
On the 4th item, shareholders unanimously approved the selection of the company “PricewaterhouseCoopersS.A.” to conduct the ordinary audit of the Company's annual and semi-annual financial statements (corporate and consolidated) for the financial year 2016 (1/1/2016 - 31/12/2016). The latter will appoint the audit to its member Mr. Dimitrios Sourbis, son of Andreas with CPA License Reg. No. 16891, as Regular Certified Auditor, and to Mrs. Despoina Marinou, daughter of Petros with CPA License Reg. No. 17681 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 2015, in accordance with the provisions of article 65A of Law 4174/2013, under the obvious condition that the effectiveness of the above legal clause will extend for the financial year 2016 as well, and the Board of Directors was authorized to make a final agreement with the above audit firm regarding its remuneration, as well to submit the written announcement – 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: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,131,661
Against: 0
Abstention (present):0
On the 5th item, shareholders approved by majority the election of a new eleven-member (11-member) Board of Directors for a 5-year term and specifically until the Annual General Meeting that will convene within the first semester of year 2021 (namely with term until 30.06.2021) consisting of the following members:
1) Konstantinos Chalioris, son of Stavros ,
2) Theodosios Kolyvas, son of Antonios,
3) Georgios Braimis, son of Periklis ,
4) Dimitrios Malamos, son of Petros,
5) Vasileios Zairopoulos, son of Stylianos,
6) Petros Fronistas, son of Chistos,
7) Ioannis Apostolakos, son of Georgios,
8) Konstantinos Gianniris, son of Ioannis,
9) Christos Shiatis, son of Panagiotis,
10) Theodoros Kitsos, son of Konstantinos,
11) Nikitas Glykas, son of Ioannis,
At the same time, the Annual Ordinary General Meeting by the same majority, appointed the following persons as independent members of the Board of Directors in accordance with the clauses of L. 3016/2002 as applies today: 1) Christos Shiatis, son of Panagiotis,2) Konstantinos Gianniris, son of Ioannis, 3) Ioannis Apostolakos, son of Georgios, 4) Petros Fronistas, son of Chistos, 5) Theodoros Kitsos, son of Konstantinos and 6) Nikitas Glykas, son of Ioannis.
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 32,947,801
Against: 0
Abstention (present):1,183,860
On the 6th item, shareholders approved unanimously the appointment of the Audit Committee in accordance with the provisions of article 37 of L. 3693/2008, comprising of the non executive members of the Company's Board of Directors and namely the following: 1) Christos Shiatis, son of Panagiotis 2) Konstantinos Gianniris, son of Ioannis and 3) Ioannis Apostolakos, son of Georgios
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,131,661
Against: 0
Abstention (present):0
On the 7th item, shareholders approved by majority the fees and remuneration paid to the members of the Board of Directors for the services rendered during the financial year 2015 (01/01/2015-31/12/2015) and until the date of the present General Meeting, and pre-approved by majority the fees and remuneration which will be paid to the members of the Board of Directors for the period from 14-4-2016 and until the date of the subsequent Annual Ordinary General Meeting.
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,001,661
Against: 0
Abstention (present):130,000
On the 8th item, shareholders unanimously approved the provision of permission, pursuant to article 23 of Codified Law 2190/1920, to the Members of the Board of Directors, the General Managers and the Managers of the Company, to participate in the Management of subsidiaries or affiliated companies (current or future) of the Company and therefore of the Company's Group.
Number of shares for which valid votes were given: 34,131,661
Percent of share capital: 75.689%
Total number of valid votes: 34,131,661
In favor: 34,131,661
Against: 0
Abstention (present):0
On the 9th item, the Chairman of the General Meeting Mr. Dimitris Malamos informed the present and represented shareholders that there are positive developments for the Group's results during the first quarter of the current year in terms of Turnover and Operating Profit compared to the corresponding period of 2015. The first quarter of 2016 mainly reflects the positive effect from the reduction of raw material prices, the increase of production volumes and turnover, as well as the impact of the product mix.
He also noted that the strong and healthy capital structure of the Group in conjunction with the operational and organizational structures which possesses, gave the Management the ability to manage effectively any difficulties encountered in the domestic business environment during the closing year 2015 and to implement an extensive investment plan.