SAP at Globe Series: Procurement to Build Back Better

I N V I T A T I O N

(prepared according to article 121, paragraph 4 of L. 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

GEMI (General Electronic Commercial Registry) Number 582101000

___________________________

The Board of Directors of the Anonymous Company under the name ‘FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY’ and with the distinctive title ‘FLEXOPACK S.A.’ (henceforth for brevity purposes the ‘Company’) invites, according to Law and the Articles of Association, the Company’s shareholders in the annual Ordinary General Meeting on June 25th, 2021, Friday at 15:00, at the Company’s domicile, located in Koropi, County of Attiki (Tzima location, 37 Ifaistou street), for the discussion and resolution to the following subjects of the daily agenda:

SUBJECTS OF THE DAILY AGENDA

Issue 1: Submission for approval of the annual Financial Statements (separate and consolidated) concerning the financial year 2020 (01.01.2020-31.12.2020) as well as of the annual Financial Report for the same financial year.

Issue 2: 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) concerning the financial year 2020 (01.01.2020-31.12.2020).

Issue 3: Submission and presentation of the Annual Report from the Audit Committee on the activities of the Audit Committee for the financial year 2020 (01.01.2020-31.12.2020).

Issue 4: Approval of the distribution (appropriation) of the results of financial year 2020 (01.01.2020-31.12.2020), approval of decision regarding the distribution of dividend and granting of required authorizations.

Issue 5: Approval of the entire administration and discharge of the Certified Auditors of the Company from any compensation or liability deriving from the facts and the management of the financial year 2020 (01.01.2020 – 31.12.2020) as well as from the respective annual Financial Statements concerning the same financial year.

Issue 6: Election of the Auditing Firm from the Public Registry for audit of the annual and semi-annual Financial Statements (separate and consolidated) for the current financial year 2021 (01.01.2021-31.12.2021) and determination of the audit fees.

Issue 7: Approval of the remuneration paid to the members of the Board of Directors for services provided to the Company during the financial year 2020 (01.01.2020-31.12.2020).

Issue 8: Submission for discussion and vote by the annual Ordinary General Meeting on the Remuneration Report under article 112 of L. 4548/2018 for the financial year 2020 (01.01.2020 – 31.12.2020).

Issue 9: Election of a new Board of Directors of the Company and appointment of the independent members of the Board of Directors.

Issue 10:Appointment of the Audit Committee according to article 44 of L. 4449/2017 as in force.

Issue 11: Determination and pre-approval of the fees and remuneration of the members of the Board of Directors for the current financial year 2021 (01.01.2021-31.12.2021), as well as granting of approval for prepayment of the fees to the above members for the time period until the next Ordinary General Meeting, according to article 109 of L. 4548/2018 as in force.

Issue 12: Approval of the Suitability Policy of the Company’s members of the Board of Directors in accordance with the provisions of article 3 of Law 4706/2020.

Issue 13: Provision of authorization-approval to the members of the Board of Directors and the Managers of the Company to act in accordance with the Company’s intended purposes as well as to participate in the Board of Directors or the management of other Group companies, according to the provisions of article 98, paragraph 1 of L. 4548/2018 as in force.

Where the required by law quorum for the resolution of the subjects of the daily agenda is not reached, any Repetitive Annual Ordinary General Meeting will convene on July 9th, 2021, Friday at 15:00, at the same place with the same subjects of the daily agenda, according to the provisions of article 130 paragraph 2 of L. 4548/2018, as in force. It is noted that new invitation for the Repeat Annual Ordinary General Meeting will not be published.

According to articles 121, paragraph 4, 124 and 128 of L. 4548/2018, as in force, the Company informs the shareholders about the following:

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

Each share grants one (1) voting right. Right to participate and vote at the general meeting, initial or repeated have only natural persons or legal entities who have the status of shareholder at the beginning of the fifth (5th) day prior to the day of the General Meeting, i.e. on 20.06.2021 (record date).The aforementioned record date applies in the case of postponed or repeated General Meeting, provided that the adjourned meeting or repeated meeting is not more than thirty (30) days from the record date (article 124 par. 6 of law 4548/2018).

For the Company, shareholders who are entitled to participate in the General Meeting and to exercise the right to vote are those that are registered on the Record Date in the Dematerialized Securities System (DSS) of the company ‘HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)’ or those who are identified as such based on 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 until before the start of the General Meeting, by the Company 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 a material cause, which justifies its refusal, in compliance with the relevant statutory 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 (of participation and voting) does not involve the blocking of the beneficiary’s shares or the observance of another similar procedure, which constrains the sale and transfer of shares throughout the period between the record date and the date of the annual Ordinary General Meeting.

Β. MINORITY RIGHTS OF SHAREHOLDERS

(a)At the request of the shareholders who represent one twentieth (1/20) of the paid-in share capital, the Company’s Board of Directors is obliged to include additional items on the agenda of the annual Ordinary General Meeting, provided that the relevant request is communicated to the Board of Directors until 10.06.2021, namely at least fifteen (15) days prior to the annual Ordinary General Meeting. The request for the inclusion of additional items on the daily agenda is accompanied with a justification or a draft resolution to be adopted in the annual Ordinary General Meeting and the revised agenda shall be made available in the same manner as the previous agenda on 12.06.2021, namely thirteen (13) days prior to the date of the annual Ordinary General Meetingand at the same time the request shall be made available for the shareholders on the website of the Company, together with the justification or the draft resolution submitted by the shareholders as laid out in article 123 par. 4 of L. 4548/2018, as in force.

(b) At the request of shareholders who represent one twentieth (1/20) of the paid-in share capital, the Board of Directors shall make available to the shareholders as laid out in article 123 par. 3 of L. 4548/2018, not later than on 19.06.2021, namely at least six (6) days before the date of the annual Ordinary General Meeting, draft resolutions regarding items included in the initial or the revised daily agenda, if the relevant request is received by the Board of Directors until 18.06.2021, namely at least seven (7) days before the date of the annual Ordinary General Meeting.

(c)Upon request filed with the Company by any shareholder until 19.06.2021, namely at least five (5) full days before the annual Ordinary General Meeting, the Board of Directors is obliged to communicate to the General Meeting the required concrete information as regards the issues of the Company, to the extent they are helpful for the actual assessment of the agenda’s items.There shall be no obligation for information provision when the relevant information is made available on the Company’s website, especially in the form of questions and answers. Moreover, at the request of shareholders who represent one twentieth (1/20) of the paid-in share capital, the Board of Directors is obliged to communicate to the annual Ordinary General Meeting the sums of money 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 by agreement between them and the Company. In all of the above-mentioned cases, the Board of Directors may refuse the provision of information on serious grounds, recorded in the minutes. Such a reason may be the representation of the requesting shareholders to 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 answer in a single application to shareholder requests having the same content.

(d)At the request of shareholders representing one tenth (1/10) of the paid-in share capital, filed with the Company until 19.06.2021, 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 developments 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 the representation of the requesting shareholders to 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) At the request of shareholders who represent one twentieth (1/20) of the paid-in share capital, the election process regarding one of the issues or some of the issues of the daily agenda can be carried out as an open voting.

In all of the above-mentioned cases, the applicant shareholders have to prove their shareholder status and-apart from the cases of the first section of paragraph 6 of the article 141 of L. 4548/2018-the number of shares they own at the exercise of the relevant right.

Proof of shareholder status is made by any legal means and in any case based on information received by the company ‘HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)’, if it provides registration services, or through the participating and registered intermediaries in the central securities depository in any other case.

C. PROCEDURE REGARDING THE EXERCISE OF VOTING RIGHT BY PROXY

Each shareholder participates in the annual Ordinary General Meeting and casts vote either in person or by proxies. 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. A proxy who acts on behalf of more than one shareholder may cast vote differently on behalf of each shareholder.

The proxy votes according to the shareholder’s instructions, if any. Non-compliance by the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy’s vote was decisive in achieving the majority.

The shareholder’s proxy is obliged to notify the Company before the start of the convention of the Ordinary General Meeting of any particular event that may be helpful for the shareholders to assess the risk that the proxy may serve interests other than those of the represented shareholder. Within the meaning of this paragraph, there 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 the general 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 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 or first degree relative of one of the natural persons mentioned in the above cases (a) up to (c).

The appointment and revocation or replacement of the proxy or representative takes place in writing or by electronic means that are submitted to the Company at least forty-eight (48) hours before the appointed date of the General Meeting (i.e. by 23.06.2021 at 15:00 the latest), or in cases of shareholders that are identified through intermediaries, through confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

The Company has made available on its website (www.flexopack.com) the form used for the appointment of proxy or represenantive. The said form is submitted complete and signed by the shareholder to the Investors Relations Department of the Company (Koropi, County of Attiki, Tzima location, 37 Ifaistou street), or is sent by fax (+30 210-66.26.583) to the said Department at least forty height hours (48) before the date of the annual Ordinary General Meeting.

The shareholder is required to ensure the confirmation of successful dispatch of the proxy appointment form and receipt by the Company, by calling during business days and hours at +30 210-66.80.000.

D. AVAILABLE DOCUMENTS & INFORMATION

The information of par. 3 and 4 of article 123 of Law 4548/2018 and in particular the invitation to the Annual Ordinary General Meeting the total number of shares and voting rights that these 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 draft decisions on the items of the proposed daily agenda, as well as the documents that will be submitted to the General Meeting, are available in electronic form on the website of the Company (http://www.flexopack.com) and are available in hard copies at the Investors Relations Department of the Company (Koropi, County of Attiki, Tzima location, 37 Ifaistou street).

Koropi, 3 June 2021

The Board of Directors

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