Notice for Annual Ordinary General Meeting
NOTICE
To the shareholders of the Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with distinctive title «FLEXOPACK S.A.», for the Annual Ordinary General Meeting.
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The Board of Directors of the Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with distinctive title «FLEXOPACK S.A.», (hereinafter the «Company»), invites pursuant to the Law and to the Articles of Association, the messieurs shareholders of the Company to the Annual Ordinary General Meeting on Friday the 29th of June 2012 at 16:00 at the registered offices of the Company situated at Koropi Attica (position Tzima, rural road of Ifaistou), in order to discuss and to adopt resolutions on the following agenda topics:
1. Submission for approval of the Annual Financial Statements (corporate and consolidated) concerning the fiscal year 2011 (01.01.2011-31.12.2011), and of the entire Financial Report for the said fiscal year.
2. Submission for approval of the Annual Management Report of the Board of Directors and of the Report of the Auditors for the Annual Financial Statements (corporate and consolidated) concerning the fiscal year 2011 (01.01.2011-31.12.2011).
3. Approval of the disposal (distribution) of profits and of the non distribution of dividend.
4. Discharge of the Directors of the Board of Directors and of the Auditors of the Company from any compensation liability deriving from the facts and from the management during the fiscal year 2011 (01.01.2011-31.12.2011) as well as from the Annual Financial Statements of the fiscal year 2011.
5. Election of one (1) Ordinary and of one (1) Deputy Chartered Auditor from the Registry of Chartered Auditors for the audit of the Annual and of the Semiannual Financial Statements (corporate and consolidated) of the current fiscal year 2012 (01.01.2012-31.12.2012) and determination of their remuneration.
6. Approval of the fees and remuneration paid to the Directors of the Board of Directors during the fiscal year 2011 (01.01.2011-31.12.2011) and determination of new fees, salaries and remuneration of the Directors of the Board of Directors for the current fiscal year 2012 (01.01.2012-31.12.2012).
7. Granting of approval-authorisation to the Directors of the Board of Directors and to the Managers of the Company in order to conduct acts which fall within any of the purposes pursued by the Company on behalf of third parties as well as for their participation in Boards of Directors or in the Management of Companies of the Group pursuing same or similar purposes, in accordance with article 23 paragraph 1 of the Codified Law 2190/1920.
8. Amendment of articles 23, 24, 25, 33 and 34 of the Articles of Association of the Company pursuant to articles 26, 27, 28a, 39 and 43a of the Codified Law 2190/1920, as applicable today.
9. Other Issues - Various Announcements.
In the event of not achieving the required by law quorum regarding the adoption of a resolution on the agenda topics, the potential A Repetitive Annual Ordinary General Meeting will be held on Tuesday the 10th of July 2012 at 16:00 at the same place, on the same agenda topics.
Pursuant to article 26 paragraph 2b and 28a of the Codified Law 2190/1920, as applicable after its amendment by articles 3 and 5 of the Law 3884/2010, the Company informs the shareholders on the following:
A. RIGHT TO PARTICIPATE AND TO VOTE
Eligible to participate in the Annual Ordinary General Meeting is anyone who is shown as shareholder in the registry of the Dematerialized Securities System managed by the «Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry». (HELEX), in which the securities (shares) of the Company are kept. The proof of the shareholder status is performed through the presentation of the relevant written certification of the above authority or alternatively through the direct electronic linkup of the Company with the records of the said authority. The shareholder status must exist on 24.06.2012 (record date), that is by the commencement of the fifth (5th) day prior to the day of the convocation of the General Meeting of 29.06.2012 and the relevant confirmation or the electronic certification regarding the shareholder status must be submitted to the Company the latest on 26.06.2012, that is the third (3rd) day prior to the convocation of the General Meeting. Those among the shareholders who are legal persons must within the same timeframe deposit pursuant to the Law their legalisation documents.
For the A Repetitive Annual Ordinary General Meeting the shareholder status must exist on the commencement on 06.07.2012 (recorddateoftheARepetitiveGeneralMeeting), i.e. on the fourth (4th) day prior to the date of the convocation of the A Repetitive Annual Ordinary General Meeting (record date of the A Repetitive Ordinary General Meeting), while the relevant written confirmation or the electronic certification regarding the shareholder status must be received by the Company the latest on 07.07.2012, i.e. on the third (3rd) day prior to the convocation of the above General Meeting. Those among the shareholders who are legal persons must within the same timeframe deposit pursuant to the Law their legalisation documents.
Eligible to participate and to vote in the General Meeting, is considered by the Company, only who holds the shareholder status on the relevant record date. In case of non compliance with the provisions of article 28a of the Codified Law 2190/1920, the said shareholder may participate in the General Meeting only upon its permission.
It is noted that the exercise of the said rights (to participate and to vote) does not require the shareholder to block his shares or to comply with any other relevant formalities, which limit the ability to sell and to transfer the shares in the time period between the record date and the date of the General Meeting.
B. MINORITY RIGHTS OF SHAREHOLDERS
Pursuant to article 39 paragraph 2, 2a, 4 and 5 of the Codified Law 2190/1920 the shareholders have among others 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 shall be obliged to enter additional topics on the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors by 14.06.2012, that is within at least fifteen (15) days prior to the Annual Ordinary General Meeting. That request to have additional topics included in the agenda shall be accompanied by the reasons for such inclusion or a draft of decision for approval by the General Meeting and the revised agenda shall be published in the same manner as for the previous agenda, on 16.06.2012, that is within thirteen (13) days prior to the date of the Annual Ordinary General Meeting, and shall also be made simultaneously available to the shareholders on the Company's website (see below), along with the reasoning or the draft of decision submitted by the shareholders pursuant to those provided in article 27, paragraph 3 of the Codified Law 2190/1920.
b) At the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to provide shareholders, pursuant to those provided in article 27, paragraph 3 of the Codified Law 2190/1920, the latest by 23.06.2012, that is within at least six (6) days prior to the date of the General Meeting, with drafts of decisions on the topics, which have been included in the initial or the revised agenda, if a request to that effect is received by the Board of Directors by 22.06.2012, that is within at least seven (7) days prior to the date of the Ordinary General Meeting.
c) At a request submitted by any shareholder to the Company by 23.06.2012, that is within at least five (5) full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that it may be useful for the actual assessment of the topics on the agenda. The Board of Directors may refuse to provide the information for substantial and sufficient cause, which shall be written in the minutes. The Board of Directors may provide a single response to shareholders' requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially 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 shall be submitted to the Company by 23.06.2012, that is within at least five (5) full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with information on the course of corporate affairs and on the state of the Company's assets. The Board of Directors may refuse to provide the information for substantial and sufficient cause, which shall be written in the minutes. Furthermore, at the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to notify the Annual Ordinary General Meeting, of the amounts, which during the last two years, were paid to each Director of the Board of Directors or to the Managers of the Company as well as of any allowance to these persons deriving from any cause or contract of the Company with them.
Relevant timeframes for the potential exercise of minority rights of the shareholders apply in the event of Repetitive General Meetings.
In all the above mentioned cases, the applicant shareholders are obliged to demonstrate their capacity as shareholders, as well as the number of the shares they hold, at the time of the exercise of the relevant right. Such proof constitutes the presentation of the certification provided by the authority in which the relevant securities are kept or the certification of the shareholder's capacity by means of the online connection between the authority and the Company.
C. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS THROUGH PROXY
The shareholder may participate in the Ordinary General Meeting and may vote either in person or through proxies. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) physical persons as their representatives. However, if a shareholder holds shares of the Company, which appear in more than one securities accounts, this restriction does not prevent the said shareholder from appointing different proxies for the shares which appear in each securities account with respect to the Ordinary General Meeting. A proxy who acts for more than one shareholders may vote differently for each shareholder.
The proxy of a shareholder is obliged to disclose to the Company prior to the commencement of the convocation of the Ordinary General Meeting any specific fact, which would be useful to the shareholders in order to determine whether there is a risk of the proxy serving interests other than the interests of the represented shareholder. In the sense of the present paragraph, conflict of interest may arise in cases where the proxy:
a) is a controlling shareholder of the Company or is another legal person or entity controlled by that shareholder,
b) is a Director of the Board of Directors or of the general management of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company,
c) is an employee or chartered auditor of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company,
d) is the spouse or a relative to the first degree of one of the physical persons referred to cases (a) to (c).
The appointment and the revocation of a proxy of the shareholder are performed in writing and are notified to the Company with the same formalities, within at least three (3) days prior the date of the meeting of the Ordinary General Meeting.
The form for the appointment of proxy is available by the Company on its website (www.flexopack.gr) The said form should be submitted, completed and signed by the shareholder, to the Company's Treasury, at Koropi Attica, position Tzima (rural road of Ifaistou), or should be sent by fax to the fax number: 210-66.26.583 within at least three (3) days prior to the convocation of the Ordinary General Meeting. The entitled shareholder is obliged to monitor the confirmation of the successful transfer of the form for the appointment of proxy and of its receipt by the Company, calling at the telephone number: 210-66.80.000.
D. AVAILABLE DOCUMENTS
The full text of the draft of decisions and of the potential documents provided in article 27 paragraph 3 cases c and d of the Codified Law 2190/1920, will be available in paper at the Company's registered offices (position Tzima, rural road of Ifaistou, Municipality of Koropi).
E. AVAILABLE INFORMATION
The information of article 27 paragraph 3 of the Codified Law 2190/1920, will be available in electronic form at the Company's website www.flexopack.gr.
Koropi, 1st of June 2012
The Board of Directors