Decisions of the EGM-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, November 2nd, 2017, at 12:30 p.m., the Extraordinary General Meeting of Shareholders took place at the Company's registered offices in Magiko, Municipality of Avdira, County of Xanthi, Greece.
Twenty (20) shareholders were present at the Extraordinary General Meeting either in person or through a proxy, representing 32,978,624. Common registered shares and equivalent voting rights, namely 75.394 % of the Company's share capital and voting rights.
The Extraordinary General Meeting of the Company's Shareholders proceeded with the following decisions on the daily agenda items as they are presented below, based on the voting results for each item, in accordance with article 10 of Law 3884/2010. The above items and the decisions have been also posted on the Company's legally registered website (www.thracegroup.gr).
On the 1st item, the Company's shareholders decided and approved, unanimously, the spin-off of the business segment of production and trade of industrial packaging products of the Company and the contribution of the segment into the fully owned (100%) subsidiary Societe Anonyme under the name “THRACE POLYFILMS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME” according to the provisions of Law 2166/1993 and Law 2190/1920 as they are currently in effect, and they also validated, unanimously the entire terms of the common Spin-off Plan Agreement as of 27/09/2017, the Valuation Report as of 12/09/2017 with regard to the book value of the above business segment compiled by the Certified Auditor Michael K. Pappas (SOEL Reg. No. 33331) (with Transformation Balance Sheet date on 30/06/2017), and also the entire relevant statements made by the Board of Directors.
Number of shares for which valid votes were given: 32,978,624
Percent of share capital: 75.394%
Total number of valid votes: 32,978,624
In favor: 32,978,624
Against: 0
Abstention (present): 0
On the 2nd item, the Company's shareholders decided and approved, unanimously, the appointment of Mr. Theodosios Kolyvas of Antonios, as the Company's delegate and the granting to Mr. Kolyvas of an explicit and special mandate as well as authorization in order to act on behalf of the Company and on the Company's name and perform the execution of the decision with regard to the first item of the daily agenda as following: By the signing of a deed, before a notary, with regard to the contribution of the business segment of production and trade of industrial packaging products of the Company into the fully owned (100%) subsidiary Societe Anonyme under the name “THRACE POLYFILMS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME”, and by proceeding with any other statement, solemn declaration, affirmation as well as for carrying out any other necessary action or legal transaction towards the completion of the above mentioned spin-off procedure and contribution of the business segment.
Number of shares for which valid votes were given: 32,978,624
Percent of share capital: 75.394%
Total number of valid votes: 32,978,624
In favor: 32,978,624
Against: 0
Abstention (present): 0
On the 3rd item, the Company's shareholders decided and approved, unanimously, the entire actions, statements and legal transactions of the members of the Board of Directors of the Company, as well as of any additional members or their proxies, that were conducted in the context of the spin-off of the business segment of production and trade of industrial packaging products of the Company and the contribution of the segment into the fully owned (100%) subsidiary Societe Anonyme under the name “THRACE POLYFILMS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME”. The Meeting also granted authorization to the Board of Directors of the Company in order to proceed with any related action or statement that is required for the completion of the above spin-off in front of any pertinent authority, as well as to arrange, according to its own judgment, all matters and issues arising from the above mentioned spin-off.
Number of shares for which valid votes were given: 32,978,624
Percent of share capital: 75.394%
Total number of valid votes: 32,978,624
In favor: 32,978,624
Against: 0
Abstention (present): 0
On the 4th item, resulting from the spin-off of the business segment of production and trade of industrial packaging products of the Company, the shareholders decided and approved, with 75.265% majority of the shares and voting rights represented in the Meeting, the amendment of the Company's business objective and also the subsequent amendment of article 3 of the Company's Articles of Association, according to the precise form that was previously announced by the Company, and in line with the clauses of article 27, paragraph 3, case d' of P.L. 2190/1920.
Number of shares for which valid votes were given: 32,978,624
Percent of share capital: 75.394%
Total number of valid votes: 32,978,624
In favor: 32,921,807
Against: 0
No vote (from those present): 56,817
On the 5th item, following the respective amendment of the Company's articles of association due to the change of its business objective, the shareholders decided and approved, with 75.265% majority of the shares and voting rights represented in the Meeting, the change of the Company's name and the subsequent amendment of article 1 of the Company's Articles of Association, according to the precise form that was previously announced by the Company, and in line with the clauses of article 27, paragraph 3, case d' of P.L. 2190/1920.
Number of shares for which valid votes were given: 32,978,624
Percent of share capital: 75.394%
Total number of valid votes: 32,978,624
In favor: 32,921,807
Against: 0
Abstention (present): 56,817