Resolutions of the annual Ordinary General Meeting
The Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with distinctive title «FLEXOPACK S.A.», (hereinafter referred to for brevity reasons as the «Company»), announces that on Friday the 29th of June 2012 at 16:00 , at the registered offices of the Company (position Tzima, rural road of Ifaistou, Koropi Attica), the annual Ordinary General Meeting of its shareholders was held, which attended in person or by proxy shareholders representing 8.979.222 common registered shares and equal in number voting rights, i.e. percentage 76,61% out of total 11.720.024 shares and of equal in number voting rights of the Company.
The annual Ordinary General Meeting of the shareholders of the Company adopted the following resolutions on the agenda topics, as these resolutions are presented based on the voting results per topic, pursuant to those provided in article 10 of Law 3884/2010, which have been also posted at the website of the Company (www.flexopack.gr).
On the 1st topic it approved unanimously the annual financial statements (corporate and consolidated) concerning the fiscal year 2011 (01.01.2011-31.12.2011) and as a whole the annual Financial Report for the said fiscal year.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 2ndtopic it approved unanimously the annual Management Report of the Board of Directors, which is incorporated entirely in the Minutes of the Board of Directors dated 23rd of March 2012 as well as the Audit Report of the Chartered Auditor - Accountant of the Company Serafim D. Makris (Auditing Company SOL AEOE) dated 26th of March 2012.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 3rdtopic it approved unanimously the disposal (distribution) of profits for the fiscal year 2011 (01.01.2011-31.12.2011) and particularly it approved the non distribution of any dividend to the shareholders of the Company from the profits of the closing fiscal year 2011 (01.01.2011-31.12.2011).
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 4th topic it discharged unanimously the members of the Board of Directors and the Auditors of the Company from any compensation liability for the facts and for the overall management of the closing fiscal year 2011 (01.01.2011-31.12.2011) as well as for the annual financial statements of the said fiscal year.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 5th topic it elected unanimously as Auditors for the fiscal year 2012 (01.01.2012-31.12.2012) to perform the audit of the annual and of the semi-annual financial statements of the Company the Auditing Company S.O.L. AEOE with Registration Number of S.O.E.L. 125, and in particular as Ordinary Auditor the Chartered Accountant Serafim Makris (no of SOEL 16311) and as Substitute Auditor the Chartered Accountant Efstathios Banilas (no of SOEL16451)
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 6thtopic it approved unanimously the remuneration of the members of the Board of Directors which were paid during the fiscal year 2011 (01.01.2011-31.12.2011) for the services provided by them and it approved in advance the remuneration of the members of the Board of Directors for the fiscal year 2012 (01.01.2012-31.12.2012) and until the next annual Ordinary General Meeting.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 7th topic it granted unanimously the permission, pursuant to article 23 paragraph 1 of the Codified Law 2190/1920, to the members of the Board of Directors and to the Managers of the Company to conduct acts which fall within any of the pursued by the Company purposes on behalf of third parties, as well as to participate in Boards of Directors or in the Management of Companies of the Group (existing or future) pursuing the same or similar purposes.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 8th topic it approved unanimously the amendment of articles 23, 24, 25, 33 and 34 of the Articles of Association of the Company which were adjusted pursuant to articles 26, 27, 28a, 39 and 43a of the Codified Law 2190/1920 as applicable today.
Number of shares for which votes were valid: 8.979.222
Percentage of share capital: 76,61%
Total number of valid votes: 8.979.222
Number of votes in favor: 8.979.222
Number of votes against: 0
Number of abstentions (Present): 0
On the 9th topic certain announcements to the attending shareholders took place, who were informed by the Chairman of the General Meeting for the overall course of the Company during the fiscal year 2012.
Koropi, 29th of June 2012
For «FLEXOPACK S.A»