N O T I C E

(Composed pursuant to article 26 par. 2b of Codified Law 2190/1920)

 

To the Shareholders of the Anonymous Company under the trade name ‘FLEXOPACK SOCIETE ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY' and the distinctive title «FLEXOPACK S.A. »

to Extraordinary General Meeting

Commercial Registry (G.E.MI) number 582101000

___________________________

 

The Board of Directors of the Anonymous Company under the trade name ‘FLEXOPACK SOCIETE ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY' and the distinctive title «FLEXOPACK S.A. » (hereinafter referred to for brevity reasons the «Company»), invites the Shareholders of the Company pursuant to law and the Articles of Association to Extraordinary General Meeting on 6^th December 2018, day of the week Thursday at 15.00 at the registered offices of the Company situated in Koropi of Attica (thesi Tzima, Ifaistou rural str.) in order to discuss and decide on the following item of the daily agenda:

 

ITEMS OF THE DAILY AGENDA

 

SOLE ITEM: Approval of issuance by the Company of Common Bonded Loans pursuant to the provisions of Codified Law 2190/1920 and Law 3156/2003 as currently in force, up to eleven million (11.000.000) Euro, with private placement and provision of authorization to the Board of Directors of the Company  in order to determine the particular terms for the issuance and placing of the Common Bonded Loans and proceed with all the relevant actions.

 

In case the statutory quorum for the adoption of resolution on the sole item of the daily agenda cannot be achieved, potential First (A) Repeated Extraordinary General Meeting will assemble on 20^th December 2018, day of the week Thursday at 15:00 in the same place and with the same sole  item of the daily agenda.

 

Pursuant to article 26 par. 2b and 28a of Codified Law 2190/1920, as in force following its amendment by article 3 of Law 3884/2010, the Company informs the Shareholders regarding the following:

 

Α. RIGHT TO PARTICIPATE AND VOTE IN THE GENERAL MEETING

Each share has one (1) vote.  Any person appearing as a shareholder of the Company's shares in the registry of the Dematerialized Securities System (“DSS”) managed by Hellenic Exchanges S.A. (“HELEX”) has the right to participate in the Extraordinary General Meeting. Proof of shareholder's capacity is verified by submitting relevant written confirmation from HELEX or alternatively through the Company's online connection to the DSS electronically. The capacity of the shareholder shall exist on 01.12.2018 (“Record Date”), namely the fifth (5^th) day before the date of the General Meeting on 06.12.2018 and the relevant written confirmation or alternatively electronic certification regarding the capacity of the shareholder must reach the Company no later than 03.12.2018 namely the third (3^rd) day before the convocation of the above Extraordinary General Meeting.

With respect to the First (A) Repeated Extraordinary General Meeting the capacity of the shareholder shall exist on 16.12.2018 (Record Date of the 1^st Repeated General Assembly),  namely the forth (4^th) day before the date of the 1^st Repeated General Meeting and the relevant written confirmation or alternatively electronic certification regarding the shareholder must reach the Company no later than 17.12.2018 namely the third (3rd) day before the convocation date of the General Meeting.

Legal entities shareholders shall within the same as above deadlines submit legalization documents according to Law. 

Only those who have shareholder's capacity on the said Record Date shall have the right to participate and vote in General Meeting. In case of non‐compliance with the provisions of article 28a of Codified Law 2190/1920, such a shareholder participates in the General Meeting only after authorization by the General Meeting.

It is noted that exercise of the said rights (participation and voting right) does not require blocking of shares or any other process which restricts the shareholders' ability to sell and/or transfer shares during the period between the Record Date and the date of the Extraordinary General Meeting.

    

Β. MINORITY SHAREHOLDERS' RIGHTS

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

(a) At the request of shareholders representing one twentieth (1/20) of the paid‐up share capital, the Board of Directors of the company is required to include in the agenda of the General Meeting additional items, if the relevant request is communicated to the Board by 21.11.2018, namely at least fifteen (15) days before the date of the Extraordinary General Meeting. The request for additional items must be 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 Agenda, on 23.11.2018 , namelythirteen (13) days before the date of the above General Meeting and at the same time will be released on the Company's website (see  below) along with the justification or the draft resolution submitted by the shareholders in accordance with article 27 par. 3 of C.L. 2190/1920.

(b) At the request of shareholders representing one twentieth (1/20) of the paid‐up share capital, the company's Board of Directors discloses to the shareholders in accordance with article 27 par. 3 of Codifies Law 2190/1920, by 30.11.2018 at the latest namely at least six (6) days before the date of the Extraordinary General Meeting, any draft resolutions on the items included in the initial or revised agenda, provided that the request is communicated to the Board by 29.11.2018 namely  at least seven (7) days before the date of the Extraordinary General Meeting.

(c) At the request of any shareholder submitted to the Company until 30.11.2018, namely at least five (5) full days before the Extraordinary General Meeting, the Board of Directors is obligated to provide the General Meeting with the requested specific information regarding Company's affairs, insofar such information is relevant for the proper assessment of the items on the daily agenda. The Board of Directors has the right to refuse to provide such information for a substantial reasonable cause, which is indicated in the minutes. The Board of Directors has the right to respond collectively to shareholders' requests with same content. There is no obligation to provide information when the relevant information is already available on the Company's website, in particular in the form of questions and answers.

(d) At the request of shareholders representing one fifth (1/5) of the paid‐up share capital, which is communicated to the Company by 30.11.2018, namely at least five (5) full days before the Extraordinary General Meeting, the Board of Directors is obligated to provide to the General Meeting the requested information regarding the Corporate Affairs and assets and liabilities of the Company. The Board of Directors has the right to refuse to provide such information for a substantial reasonable cause, which is indicated in the minutes.           Corresponding deadlines for any exercise of rights of minority shareholders also apply in case of Repeated General Meetings.

In all aforementioned cases the shareholders must demonstrate their capacity and the number of shares they own in order to exercise the relevant right. Such proof is provided by submitting the relevant written confirmation from HELEX, where the securities are held or by certifying the shareholder capacity directly through the Company's online connection with HELEX's records.

 

C. PROCEDURE FOR PROXY VOTING

Shareholders may participate in the Extraordinary General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participating in the General Meeting appoint up to three (3) natural persons. In case, however,  the  shareholder owns Company shares that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.

Proxies are obliged to disclose the Company before commencement of the convocation of the Extraordinary General Meeting any particular incident that may be useful to the shareholders regarding risk assessment connected with the facilitation of other interests than those of the principal on behalf of the proxy. Within the meaning of this paragraph a conflict of interest may arise in particular when the proxy:

a) is a controlling shareholder of the Company or is another controlled entity by such shareholder;

b) is a member of the Board of Directors or of the Management of the Company or of a controlling shareholder or a controlled entity by such shareholder;

c) is an employee or an auditor of the Company, or of a controlling shareholder or a controlled entity by such shareholder;

d) is the spouse or a close relative (1^st degree) of any natural person referred to in (a) to (c) hereinabove.

A proxy is appointed or revoked in written and is disclosed to the Company also in the same manner, at least three (3) days prior to the date of the General Meeting.

The proxy form will be available to shareholders in electronic form on the Company's website (www.flexopack.com). The said form, filled in and signed by the shareholder, must be filed with the Company, specifically to the Company's Cashier in Koropi of Attica (thesi Tzima Ifaistou rural str.) or sent by fax to: + 30 210‐66.26.583, at least three (3) days before the date of the Extraordinary  General Meeting.

The relevant shareholder is advised to confirm that the proxy form has been successfully submitted and received by the Company, by calling at + 30 210‐66.80.000 during working days and working hours.

 

D. AVAILABLE DOCUMENTS

The full text of the draft resolutions and any other documents indicated in article 27 par. 3 (c and d) of Codified Law 2190/1920  such information, will be available  in hardcopy form at the Company's headquarters (Koropi of Attica, thesi Tzima, Ifaistou rural str.).

 

Ε. AVAILABLE INFORMATION

The information referred to in article 27 par. 3 of Codified Law 2190/1920 will be available in electronic form on the Company's website www.flexopack.com.

 

Koropi, 12^th November 2018

The Board of Directors