Viscom : achieves annual forecast for 2020 in difficult market environment

Τhe Societe Anonyme under the name “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title «FLEXOPACK S.A.», (hereinafter referred as the «Company»), announces that on Friday the 10th of June 2022 at 15:00 , at the registered offices of the Company (Koropi Attica, position Tzima, 37 Ifaistou str), the annual Ordinary General Meeting of its shareholders was held, which attended in person or by proxy shareholders representing 9.860.378common registered shares and equal in number voting rights, i.e. percentage 84,29 % out of total 11.698.574 shares and of equal in number voting rights of the Company.

It is noted that 96.450 common, registered shares carry no voting rights and cannot be counted toward a quorum, since their voting rights are being suspended according to the clauses of article 50, paragraph 1 of Law 4548/2018, as own shares 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 133 par. 2 of Law 4548/2018, which have been made available on the website of the Company (http://www.flexopack.com).

On the 1st topicit approved unanimously the annual Financial Statements (corporate and consolidated) concerning the financial year 2021 (01.01.2021-31.12.2021) and as a whole the annual Financial Report for the said financial year, which has been drawn up according to the applicable legal framework and published on Company’s website declared to General Business Registry (G.E.MI.), transmitted to the website of the Athens Stock Exchange where Company’s shares are traded on and to the Capital Market Commission.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 2nd topic 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 19thth of April 2022 as well as the Audit Report of the Chartered Auditor – Accountant of the Company Mr. Manolis Michalios dated 20th of April 2022, referring to annual Financial Statements 2021.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 3rd topic Submission and presentation to the Meeting of the Audit Committee Annual Report on its activities for the financial year 2021 (01.01.2021-31.12.2021), in accordance with the provisions of article 44 par. 1 (i) of Law 4449/2017, as in force after its amendment by article 74 par. 4 of Law 4706/2020, in order to, adequately and thoroughly inform the shareholders in regard with the activities of the Committee throughout the financial year 2021.

On the 4th topic it approved unanimously the disposal (distribution) of profits for the financial year 2021 (01.01.2021-31.12.2021) and in particular approved the distribution (payment) to the Company’s the shareholders of dividend amounting to 1.591.006,06 Euros (gross amount), i.e. amount of 0,136 Euros per share (gross amount) from the profits of the financial year 2021. The above dividend is subject to withholding tax of 5%, thus the net amount of the dividend to be paid will amount to 0,1292 Euro per share.

It is noted that the 96.450 own shares of the Company are excluded from the payment of dividend. Consequently, the amount of dividend corresponding to the above shares increases the dividend of the other shares, according to the provisions of article 50 of Law 4548/2018.

Beneficiaries of the above dividend are the shareholders of the Company registered in Dematerialised Securities System archives on Tuesday, July 5, 2022 (record date).

The dividend cut-off date was set for Monday, July 4, 2022, in accordance with Article 5.2 of the Athens Stock Exchange Regulation.

The payment of the dividend will start on Monday, July 11, 2022 and will be effected according the procedure provided by the Regulation of the Athens Stock Exchange by the Bank “NATIONAL BANK OF GREECE SA”.

Under the same unanimous resolution, the General Meeting of Shareholders granted to the Board of Directors of the Company the authorization to carry out any relevant issue for the proper and timely implementation of the resolution on the distribution (payment) of dividend.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: : 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 5th topic it decided unanimously as a result of voting by shareholders’ call, the approval of the entire administration that took place during the financial year 2021 (01.01.2021-31.12.2021) and discharged the Auditors of the Company from any compensation liability for the facts and for the overall management of the financial year 2021 (01.01.2021-31.12.2021) as well as for the annual Financial Statements of the said financial year.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 6th topic it elected unanimously, after the proposal of the Audit Committee, the appointment of the Auditing Company “Grant Thornton Chartered Accountants and Management Consultants Societe Anonyme (Reg. Number S.O.E.L. 127) for performing the audit of annual and of the semi-annual Financial Statements of the Company (corporate and consolidated) for the current financial year 2022 (01.01.2022-31.12.2022).

It is noted that the above Auditing Company will also perform the annual tax audit in order to issue the Annual Tax Certificate and the Tax Compliance Report for the financial 2022, according to article 65A of Law 4174/2013.

Finally, under the same unanimous resolution, the Board of Directors is authorized to conclude an agreement with the above Auditing Company in terms of their fees and additionally send a written notification-order to the elected Auditing Company within five (5) days from the election date.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 7th topic it approved unanimously the salaries, remuneration and other allowances in general paid to the members of the Board of Directors (executive and non-executive), in accordance with the approved Remuneration Policy as in force, for the services rendered by them during the financial year 2021 (01.01.2021-31.12.2021).

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 8th topic It voted by majority in favor of the Remuneration Report for the financial year 2021, which was drawn up under article 112 of L. 4548/2018 and contains a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-executive), including the Managing Director (one and/or most), the Authorized Advisors and any Deputy of them and elaborates on how the Company’s Remuneration Policy was implemented for the previous financial year.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.837.378

Number of votes against: 23.000

Number of abstentions (Present): 0

On the 9th topicit approved by majority the salaries, remuneration, fees, allowances of the members of the Board of Directors for the current financial year 2022 (01.01.2022-31.12.2022), which are in line with the current Remuneration Policy of the Company. Under the same resolution by majority it granted 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.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.837.378

Number of votes against: 23.000

Number of abstentions (Present): 0

On the 10th topic It approved unanimously the purchase of the Company’s own shares, in accordance the provisions of article 49 of L. 4548/2018, as in force. Ιt approved in particular the purchase of common registered shares, corresponding to a maximum percentage of 10% of the total number of existing shares of the Company, with a purchase price range of three Euros (€ 3.00) per share (minimum limit) and eight Euros (8,00 €) per share (ceiling), within a period of twenty four (24) months after this resolution, no later than 10.06.2024. Under the same unanimous resolution, the General Meeting of Shareholders granted to the Board of Directors of the Company the authorization for the appropriate performance and implementation of this program in line with the above framework.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 11th topic it approved unanimously, according to the provisions of article 98, paragraph 1 of L. 4548/2018, the granting of authorization to the members of the Board of Directors and the Managers of the Company to participate in the Board of Directors or the management of other Group companies (existing and/or future), pursuing, similar or related purposes and to act in accordance with the objectives pursued by the Company.

Number of shares for which votes were valid: 9.860.378

Percentage of share capital: 84,29 %

Total number of valid votes: 9.860.378

Number of votes in favor: 9.860.378

Number of votes against: 0

Number of abstentions (Present): 0

On the 12th topic 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.

Koropi, the 14th June 2022

On behalf of “FLEXOPACK S.A.”

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