I N V I T A T I O N

(prepared according to article 121 par. 4 of Law 4548/2018)

 

Of the Shareholders of the Societe Anonyme under the name

“FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS

COMPANY”

and the distinctive title “FLEXOPACK S.A.”,

to the Annual Ordinary General Meeting

General Commercial Registry (G.E.MI.) Number 582101000

___________________________

 

The Board of Directors of the Societe Anonyme under the name “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title “FLEXOPACK S.A.” (hereinafter referred to for brevity reasons as the “Company”) invites, according to Law and the Articles of Association, the Company's shareholders in the Annual Ordinary General Meeting on the 10^th  of June 2022, day of the week Friday at 15:00, at the Company's headquarters, located in Koropi of Attica (37 Ifaistou str., Tzima location), for the discussion and the adoption of resolutions on the following items of the daily agenda:

 

ITEMS OF THE DAILY AGENDA

          1^st Item: Submission for approval of the annual Financial Statements (separate and consolidated) of the financial year 2021 (01.01.2021-31.12.2021) as well as of the annual Financial Report for the same financial year.

          2^nd Item: Submission for approval of the annual Management Report of the Board of Directors and of the Auditors' Report in relation to the annual Financial Statements (separate and consolidated) for the financial year 2021 (01.01.2021-31.12.2021).

          3^rd Item: Submission and presentation of the annual Activity Report of the Audit Committee for the financial year 2021 (01.01.2021-31.12.2021).

          4^th Item: Approval of allocation (distribution) of the results of financial year 2021 (01.01.2021-31.12.2021), adoption of resolution on the distribution (payment) of dividend and granting of necessary authorizations.

          5^th Item: Approval of the overall management and discharge of the Certified Auditors – Accountants of the Company from any compensation liability for the facts of the closing financial year 2021 (01.01.2021 - 31.12.2021), as well as for the annual Financial Statements of the same financial year.

        6^th Item: Election of Auditing Company from the Public Registry for the compulsory audit of the annual and semi-annual Financial Statements (separate and consolidated) for the current financial year 2022 (01.01.2022-31.12.2022) and determination of their remuneration.

       7^th Item: Approval of the remuneration, salaries and compensation paid to the members of the Board of Directors for services provided to the Company during the financial year 2021 (01.01.2021-31.12.2021).

       8^th Item: Submission for discussion and voting by the Annual Ordinary General Meeting of the Remuneration Report for the financial year 2021 (01.01.2021– 31.12.2021), in accordance with the provisions of article 112 of Law 4548/2018.

       9^th Item: Determination - pre-approval of the remuneration, salaries and compensation of the members of the Board of Directors for the current financial year 2022 (01.01.2022- 31.12.2022), as well as granting permission for advance prepayment of the remuneration to the above persons for the time period until the next Ordinary General Meeting, in accordance with the provisions of article 109 of Law 4548/2018.

     10^th Item: Approval of program for purchase of own shares of the Company through the Athens Stock Exchange, in accordance with the provisions of article 49 of Law 4548/2018 and provision of relevant authorizations.

     11^th Item: Granting of approval-permission to the members of the Board of Directors and the Managers of the Company for the performance of actions falling within the objectives pursued by the Company and their participation in the Boards of Directors or management of companies of the Group, in accordance with the provisions of article 98 paragraph 1 of Law 4548/2018.

    12^nd Item: Submission and presentation of the Report of the independent non-executive members of the Board of Directors for the financial year 2021 (01.01.2021 – 31.12.2021), in accordance with the provisions of article 9 par. 5 of Law 4706/2020.

   

In accordance with articles 121 par. 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders on the following:

 

Α. RIGHT TO PARTICIPATE AND CAST VOTE IN THE GENERAL MEETING

Each share grants one (1) voting right. Participation and voting right in the Annual Ordinary General Meeting have only the natural persons or legal entities having the status of shareholder at the beginning of the fifth (5^th) day prior the day of the convocation of the General Meeting, namely on 05.06.2022 (record date).

As a shareholder before the Company entitled to participate in the General Meeting and to exercise the voting right is considered the registered on the Record Date in the Dematerialized Securities System (DSS) of the Anonymous Company under the name "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)” or those who are identified as such as per the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of Operation of the Hellenic Central Securities Depository (Government Gazette B/1007/16.03.2021).

Proof of the status of shareholder may be evidenced by any legal means and in any case based on information received by the Company until and before the beginning of the General Meeting by ATHEXCSD or by the participating and registered intermediaries in the central securities depository in any other case. A shareholder may participate in the General Meeting based on the confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, provided by the intermediary, unless the General Meeting refuses such participation for substantial reason that justifies its refusal in compliance with the relevant provisions (article 19 par. 1 of Law 4569/2018, Article 124 par. 5 of Law 4548/2018).

It is noted that the exercise of the said rights (participation and voting) does not entail the blocking of the beneficiary's shares or the observance of any other similar procedure which constrains the sale and transfer of shares during the time period between the record date and the date of the Annual Ordinary General Meeting.

 

Β. MINORITY RIGHTS OF SHAREHOLDERS

(a) Upon request of the shareholders representing one twentieth (1/20) of the paid-up share capital, the Company's Board of Directors is obliged to include additional items in the daily agenda of the Annual Ordinary General Meeting, provided that the relevant request is communicated to the Board of Directors until 26.05.2022, namely at least fifteen (15) days prior to the Annual Ordinary General Meeting. The request for the inclusion of additional items in the daily agenda is accompanied by a justification or a draft resolution to be approved by the General Meeting and the revised daily agenda shall be published in the same way as the previous daily agenda until the 28.05.2022, namely thirteen (13) days prior to the date of the Annual Ordinary General Meeting and at the same time shall be made available to the shareholders on the website of the Company (see below), together with the justification or the draft resolution submitted by the shareholders, in accordance with the provisions of par. 4  of article 123 of Law 4548/2018, as in force.

(b) Shareholders representing one twentieth (1/20) of the paid-up share capital, are entitled to submit draft resolutions on the items included in the initial or the revised daily agenda, if any, of the Annual Ordinary General Meeting. Relevant request shall be made available to the Board of Directors until 03.06.2022, namely at least seven (7) days prior to the date of the Annual Ordinary General Meeting, while the draft resolutions are made available to the shareholders in accordance with the provisions of par. 3 article 123 of Law 4548.2018, until 04.06.2022, namely at least six (6) days prior to the date of the Annual Ordinary General Meeting.  

         (c) Upon request of any shareholder submitted to the Company until 04.06.2022, namely at least five (5) full days prior the Annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with the specific requested information on the Company's affairs, to the extent they are relevant to the items of the daily agenda. There is no obligation for provision of information when the relevant information is available on the Company's website, especially in the form of questions and answers. Also, upon shareholders request representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid over the last two years to each member of the Board of Directors or to the Managers of the Company, as well as any allowance to those persons for any reason whatsoever, or due to agreement between them and the Company. In all of the above cases, the Board of Directors may refuse the provision of information on substantial grounds, recorded in the minutes. Such a reason may be, according to the circumstance, the representation of the requesting shareholders in the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the Board of Directors may provide a single answer to shareholder requests of the same content.

(d) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Company until 04.06.2022, namely at least five (5) full days before the Annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with information regarding the progress of corporate affairs and financial position of the Company. The Board of Directors may refuse the provision of information on serious grounds, recorded in the minutes. Such a reason may be, according to the circumstance, the representation of the requesting shareholders in the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received relevant information sufficiently.

(e) Upon request of shareholders who represent one twentieth (1/20) of the paid-up share capital, the election process on any item or items of the daily agenda can be carried out with open voting.

 In all of the abovementioned cases, the applicant shareholders are required to prove their shareholder status and, apart from the cases of the first section of par. 6 of article 141 of Law 4548/2018, the number of shares they own at the exercise of the relevant right.

The shareholder status can be proved by any legal means and in any case based on information received by the Company by the Anonymous Company "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)”, if it provides registration services, or, in any other case, through the participating and registered intermediaries in the central securities depository.

 

C. PROCEDURE REGARDING THE EXERCISE OF VOTING RIGHT BY PROXY

The shareholder participates in the Annual Ordinary General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal persons participate in the General Meeting by appointing as their proxies up to three (3) physical persons. However, if the shareholder holds 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 General Meeting. Proxy can be revoked freely. A proxy acting on behalf of more than one shareholder may vote differently for each shareholder.

The proxy votes according to the shareholder's instructions, if any. Potential non-compliance of the proxy with the instructions received does not affect the validity of the resolutions of the General Meeting, even if proxy's vote was decisive in achieving majority.

The shareholder's proxy is obliged to notify the Company before the beginning of the Annual Ordinary General Meeting of any particular event that may be useful for the shareholders to assess the risk that the proxy may serve other interests than those of the represented shareholder. Within the meaning of this paragraph may be conflict of interests especially if the proxy is:

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

(b) member of the Board of Directors or generally of the management of the Company or shareholder who exercises control of the Company, or other legal person or entity controlled by a shareholder who exercises control of the Company,

(c) employee or Certified Auditor of the Company or of shareholder who exercises control of the Company, or other legal person or entity controlled by a shareholder who exercises control of the Company,

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

The appointment, revocation or replacement of the proxy or representative of the shareholder is in writing or by electronic means submitted to the Company at least forty eight (48) hours before the date of the Annual Ordinary General Meeting (namely until 08.06.2022 at 15:00 the latest), or in cases of shareholders  identified through intermediaries, through confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediaries.

The Company has made available on its website (www.flexopack.com) the form used for the appointment of proxy or representative. The said form is submitted completed and signed by the shareholder to the Investors Relations and Company's Announcements Department of the Company (37 Ifaistou str., Tzima location, Koropi of Attica), or is sent by fax +30 210-6626583 to the said Department at least forty height (48) hours prior to the date of convocation of the Annual Ordinary General Meeting, namely until 08.06.2022 at 15:00 at the latest.

The shareholder is required to ensure the confirmation of successful sending of the proxy appointment form, as well as its receipt by the Company, calling during business days and hours at +30 210-6680000.

 

D. AVAILABLE DOCUMENTS & INFORMATION

Information of par. 3 and 4 of article 123 of Law 4548/2018 and in particular the Invitation to the Annual Ordinary General Meeting of the shareholders, the total number of shares and voting rights that the shares incorporate on the Invitation date, the form that can be used to appoint a representative or a proxy to participate in the General Meeting, the form to be used for the appointment of representative or proxy  for the participation in the General Meeting , the draft resolutions on the items of the proposed daily agenda, as well as the documents to  be submitted to the General Meeting, are available in electronic form on the website of the Company (http://www.flexopack.com) and in hard copies at the Investors Relations and Company's Announcements Department of the Company (37 Ifaistou str., Tzima location, Koropi of Attica).

                                                                 

                                                                 Koropi, May 19 2022

 The Board of Directors