AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Thrace Plastics Holding and Commercial S.A.

AGM Information May 28, 2025

2756_rns_2025-05-28_26c71b66-5458-444e-a841-f25c9e77e285.pdf

AGM Information

Open in Viewer

Opens in native device viewer

www.thracegroup.gr

RESOLUTIONS

SHAREHOLDERS' ANNUAL ORDINARY GENERAL MEETING of 28 th May 2025

Resolutions of the Shareholders' Annual Ordinary General Meeting

The Société Anonyme under the name "THRACE PLASTICS HOLDING AND COMMERCIAL SOCIETE ANONYME" and the distinctive (commercial) title "THRACE PLASTICS CO. S.A." (hereinafter referred to for brevity reasons as "Company"), announces that on Wednesday, 28 th of May 2025, at 14:00, the Annual Ordinary General Meeting of its shareholders was held remotely in real time via teleconference using advanced digital tools and without the physical presence of shareholders at the venue, which was attended, either in person or via proxy, by fifty eight (58) shareholders in total, representing 33,146,121 common, registered shares and equivalent voting rights, namely 77.30% of the share capital and voting rights of the Company.

It is noted that for 863,796 common, registered shares, which are treasury shares owned by the Company, the attendance and voting rights are being suspended, according to the provisions of article 50, paragraph 1 section a' of L. 4548/2018, and, therefore, these shares are not accounted for in the formation of the quorum (consequently, the total number of rights for which a quorum is calculated at this Annual Ordinary General Meeting, excluding the above treasury shares, amounts to 42.877.656 shares and voting rights).

The Annual Ordinary General Meeting of the Company's shareholders adopted the following resolutions on the daily agenda items, as presented based on the voting results for each item, in accordance with the provisions of article 133 paragraph 2 of L. 4548/2018, which have also been posted on the Company's lawfully registered website (http://www.thracegroup.gr).

On the 1st item, the shareholders approved by majority the Annual Financial Statements (stand-alone and consolidated) for the fiscal year ended December 31, 2024 (01.1.2024 - 31.12.20234), and also approved the Management Report of the Board of Directors, as of 24.04.2025 and the Report of the Company's Certified Auditor Accountant, as of 25.04.2025, included in the Annual Financial Report for the fiscal year 2024, which has been prepared in accordance with the legal framework as in force, and is posted in the official address of the Company's website (http://www.thracegroup.gr), lawfully registered in the General Commercial Registry (G.E.MI.), and also was sent via email to the Athens Exchange and to the Hellenic Capital Market Commission.

THRACE PLASTICS Co. S.A.

www.thracegroup.gr

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77.30 % Total number of valid votes: 33,146,121 In favor: 33,125,759 Against: 0 Abstention (present): 20,362

On the 2nd item, the "Annual Report" of the Audit Committee for the fiscal year 2024 (01.01.2024- 31.12.2024) was submitted to the shareholders and a summary of which was also read during the meeting, in accordance with the provisions of article 44, par. 1, sect. h' of Law 4449/2017, as in force after its amendment by article 74, par. 4 of Law 4706/2020, for the purpose of providing a complete, adequate and detailed information to the shareholders, regarding the activities of the Audit Committee during the said fiscal year.

On the 3rd item, the shareholders approved unanimously the allocation (distribution) of the profits for the fiscal year 2024 (01.01.2024-31.12.20234), and specifically they approved the distribution (payment) of a total dividend amounting to 10.250.000,00 Euros (gross amount) to the shareholders of the Company from the profits of the fiscal year ended December 31, 2024, but also from previous years profits.

Given that the Company, pursuant to the relevant decision of its Board of Directors dated 14.11.2024, has already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2024 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), the Annual Ordinary General Meeting of shareholders approved unanimously the distribution of the remaining amount of the dividend, and in particular of an amount of 7,250,000.00 Euros (gross amount), i.e. 0.1657466698 Euros per share (gross amount), which also includes the amount corresponding to the treasury shares held by the Company that are excluded from the distribution, according to the provisions of article 50 of Law 4548/2018 as in force. The above final amount (gross) of the dividend is subject to 5% withholding tax, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force.

Εntitled to receive the above dividend are the shareholders registered in the records of the Dematerialized Securities System (DSS) on Wednesday, June 11, 2025 (record date).

Tuesday, June 10, 2025, was set as the ex-dividend date (cut-off date) according to article 5.2 of the ATHEX Rulebook.

Payment of dividend will commence on Monday, June 16, 2025, and will be implemented through the Société Anonyme under the trade name "PIRAEUS BANK S.A.", according to the procedure stipulated by the ATHEX

www.thracegroup.gr

Rulebook as in force.

Finally, with the above resolution adopted unanimously, the shareholders authorized the Board of Directors of the Company for the appropriate and timely execution and implementation of the above decision with regard to the distribution (payment) of dividend.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 33,146,121 Against: 0 Abstention (present): 0

On the 4th item, the shareholders approved by majority the new amended and revised proposed Remuneration Policy of the Company, which was prepared by the Remuneration and Nomination Committee in accordance with the provisions of Articles 110 and 111 of Law 4548/2018. The Policy sets out the specific framework, terms, and fundamental principles governing the process for determining the remuneration, compensation, and other benefits granted to the persons falling within its scope.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 32,483,638 Against: 292,483 Abstention (present): 370,000

On the 5 th item, the shareholders approved by majority the distribution (payment) of remuneration of fiscal year 2024 portion of profits (01.01.2024- 31.12.2024) to the Executive Members of the Board of Directors, to Senior Management and to Administrative Officers of the Company, and in accordance with the provisions of the current and approved Remuneration Policy of the Company(with regard to the fees and benefits to which the above persons are entitled), in conjunction with Article 15 of the Company's Articles of Association. Finally, the Board of Directors is authorized to implement the said decision.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 32,452,974 Against: 308,177

www.thracegroup.gr

Abstention (present): 384,970

On the 6 th item, the shareholders approved by majority the overall management of the Company for the fiscal year ended December 31, 2024, the discharge of the Certified Auditors of the Company from any liability for indemnity regarding the actions and the overall management for the fiscal year 2024 (01.01.2024- 31.12.2024), as well as for the Annual Financial Statements of the fiscal year 2024.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 33,116,456 Against: 9,303 Abstention (present): 20,362

On the 7 th item, the shareholders approved unanimously, following the relevant proposal by the Company's Audit Committee, the election of the registered in the Public Register of the article 14 of Law 4449/2017 Audit Company under the name " ERNST & YOUNG CERTIFIED AUDITORS S.A." for the regular audit of the annual and semi-annual Financial Statements of the Company (stand-alone and consolidated) for the current fiscal year 2025 (01/01/2025 - 31/12/2025).

It is noted that the above auditing firm shall also assume responsibility of the issuance of the annual Tax Certificate and the Tax Compliance Report of the Company for the financial year 2025 (01.01.2025- 31.12.2025), in accordance with provisions of article 65Α of L. 4174/2013.

Finally, it is approved that the Board of Directors is authorized to proceed to a final agreement with the above auditing firm with regards to the amount of its remuneration, provided that such remuneration shall not exceed the amount of €120,000 as well as to send the written notification-mandate to the elected auditing firm within five (5) days from the date of its election.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 33,146,121 Against: 0 Abstention (present): 0

www.thracegroup.gr

On the 8 th item, following the relevant recommendation/proposal of the Audit Committee, the shareholders unanimously approved the election of the audit firm under the name "'ERNST & YOUNG (HELLAS) Certified Auditors Accountants S.A.', registered in the Public Register pursuant to article 14 of Law 4449/2017 (and in accordance with the Article 154C of Law 4548/2018), to provide assurance on the Sustainability Report for the current financial year 2025 (01.01.2025 – 31.12.2025), in accordance with the provisions of Article 154C of Law 4548/2018, Law 4449/2017 as in force, and the guidelines issued by the Accounting Standardization and Auditing Committee (ASAC) regarding the Limited Assurance Engagements Program (ISAE 3000)."

Furthermore, by the same unanimous decision, the shareholders granted authorization to the Board of Directors to conclude a final agreement with the aforementioned audit firm regarding the amount of its remuneration, which, in any case, shall not exceed the amount of €60,000 for the audit assigned for the current financial year and the issuance of the tax certificate, and to send written notification and engagement to the elected audit firm within five (5) days from the date of its election."

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30 % Total number of valid votes: 33,146,121 In favor: 33,146,121 Against: 0 Abstention (present): 0

On the 9 th item, the General Meeting was informed, in accordance with the provisions of Article 82 of Law 4548/2018, of the election of Mr. Stylianos Vytogiannis as a new Non-Executive Member of the Board of Directors, replacing the late Non-Executive Member of the Board, Mr. Christos Alexis Komninos, and of Ms. Foteini-Marina Niforos and Ms. Eleni Providi as new Independent Non-Executive Members of the Board of Directors, replacing the resigned Independent Non-Executive Members of the Board, Mr. Nikitas Glykas and Ms. Spyridoula Maltezou."

The aforementioned election was made during the Board of Directors' meeting held on 28.02.2025, following a relevant recommendation by the Company's Remuneration and Nomination Committee and in full compliance with the suitability (individual and collective) and diversity principles and criteria established and applied by the Company. It was confirmed that none of the appointed individuals are subject to any impediments or incompatibilities as defined under the applicable corporate governance legislative framework, including the Hellenic Corporate Governance Code implemented by the Company and its Internal Regulation of Operation."

Furthermore, the shareholders by majority approved the final attribution of the status of Independent Non-Executive Member of the Board of Directors to both Ms. Foteini-Marina Niforos and Ms. Eleni Providi for the

www.thracegroup.gr

period from the date of their appointment until the expiration of the term of the current Board of Directors, as it was determined that both individuals meet the independence criteria of Article 9 of Law 4706/2020. Based on their CVs, each of them possesses sufficient knowledge, skills, and experience, sound judgment, integrity, and a solid reputation, and is therefore deemed fully qualified for the position and capable of fulfilling their responsibilities as Independent Non-Executive Members of the Board of Directors.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 33,136,818 Against: 9,303 Abstention (present): 0

On the 10th item the shareholders approved by majority the fees, salaries, compensation, and other benefits, paid to the members of the Board of Directors for the services provided to the Company during the fiscal year 2024 (01.01.2024 - 31.12.2024), which are in line with the approved and in force Remuneration Policy of the Company.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 31,962,159 Against: 798,992 Abstention (present): 384,970

On the 11th item, the shareholders voted by majority in favor of the Remuneration Report for the financial year 2024 (01.01.2024 – 31.12.2024), which was prepared in accordance with the provisions of Article 112 of Law 4548/2018. The Report provides a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-executive) and explains how the Company's Remuneration Policy was implemented during the financial year 2024 (01.01.2024 – 31.12.2024), with the aim of providing detailed, complete, and adequate information to the Company's shareholders. It is noted that the Remuneration and Nomination Committee of the Company confirmed the drafting of the above Report in full accordance with the provisions of article 112 of Law 4548/2018, and found the accuracy, completeness and clarity of its content regarding the remuneration and benefits in general paid during the fiscal year 2024.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121

RESOLUTIONS

www.thracegroup.gr

In favor: 31,944,478 Against: 816,673 Abstention (present): 384,970

On the 12 th item ,and in the context of the Company's substantive and effective compliance and alignment with the requirements and provisions of Law 4706/2020 on Corporate Governance—and in particular, on the one hand, with the provisions regarding suitability, diversity, and adequate gender representation on the Board of Directors, and on the other hand, with the provisions and substantial criteria and requirements of independence for the proposed independent members—and in view of strengthening the role and functioning of the Company's Board of Directors, which can be achieved by increasing the number of its members to enhance its effectiveness and promote the more active participation of existing senior executives in the Company's management, taking into account their experience and significant contribution to the Company's profitability and growth, and following the recommendation of the Company's Remuneration and Nomination Committee, the General Meeting by majority approved the election of a new twelve-member (12-member) Board of Directors, through the re-election of all current members, namely: 1)Konstantinos Chalioris, son of Stavros, 2)Georgios Samothrakis, son of Panagiotis, 3)Dimitrios Malamos, son of Petros, 4)Athanasios Dimiou, son of Georgios, 5)Vasileios Zairopoulos, son of Stylianos, 6)Christos Siatis, son of Panagiotis, 7)Theodoros Kitsos, son of Konstantinos, 8)Myrto Papathanou, daughter of Christos, 9)Fotini Marina Niforos, daughter of Georgios, 10)Eleni Providi, daughter of Dimitrios, 11)Stylianos Vytogiannis, son of Konstantinos and through the election and addition of a new member Ektoras- Panagiotis Souroulidis, son of Athanasios.

Following the above, the new twelve-member Board of Directors of the Company, whose term of office shall be five years in accordance with the provisions of Article 20, paragraph 2 of the Company's Articles of Association, i.e. until 28 May 2030—extendable until the deadline by which the next Annual General Meeting must be convened and until a relevant resolution is passed—will consist of the following members:

1)Konstantinos Chalioris, son of Stavros,

2)Georgios Samothrakis, son of Panagiotis,

3)Dimitrios Malamos, son of Petros,

4)Athanasios Dimiou, son of Georgios,

5)Vasileios Zairopoulos, son of Stylianos,

6)Christos Siatis, son of Panagiotis,

7)Theodoros Kitsos, son of Konstantinos,

8)Myrto Papathanou, daughter of Christos,

9)Fotini Marina Niforos, daughter of Georgios,

10)Eleni Providi, daughter of Dimitrios,

11)Stylianos Vytogiannis, son of Konstantinos,

12) Ektoras - Panagiotis Souroulidis, son of Athanasios.

www.thracegroup.gr

It is noted that the CVs of all the members of the new Board of Directors have already been made available on the Company's website since the date of the General Meeting.

At the same time, by the same by majority decision, the following individuals were appointed as independent members of the Board of Directors of the Company: 1)Georgios Samothrakis, 2)Myrto Papathanou, 3)Fotini Marina Niforos, 4)Eleni Providi, 5)Stylianos Vytogiannis, 6)Ektoras-Panagiotis Souroulidis, as all of the above persons were also found by the Company's Remuneration and Nomination Committee to fully meet all the requirements and criteria of independence as set forth in the current legal and regulatory framework (Article 9, paragraphs 1 and 2 of Law 4706/2020).

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 32,891,319 Against: 254,802 Abstention (present): 0

On the 13th item, the shareholders by majority approved, in accordance with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2020, the election of a new Audit Committee, which shall consist of at least three (3) members, the majority of whom must be independent of the audited entity, and shall constitute an Independent Mixed Committee that will consist of two (2) non-members of the Board of Directors – Third Parties – and one (1) Independent non-Executive Member of the Company's Board of Directors.:

All above members of the Audit Committee fully meet all the requirements and criteria of independence as set forth in the current legal and regulatory framework (Article 9, paragraphs 1 and 2 of Law 4706/2020).

Furthermore, it was decided that the term of office of the Audit Committee shall coincide with the term of the Company's Board of Directors, which was elected by the present Annual Ordinary General Meeting, namely to be five years, ending on May 28, 2030, and extended until the expiration of the deadline within which the next Ordinary General Meeting must be convened and until a relevant decision is made; in any case, however, it may not exceed six years.

Within the above framework, the following individuals were elected as members of the new Audit Committee 1)Mr. Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors, 2)Mr. Konstantinos Kotsilinis, non-member of the Board of Directors (third party), 3)Ms. Sofia Manessi, non-member of the Board of Directors (third party).

www.thracegroup.gr

It is noted that, in order to demonstrate the fulfillment by the above individuals of the criteria and other requirements set forth in paragraph 1 of Article 44 of Law 4449/2017, as amended, their curricula vitae have already been made available on the Company's website.

From the information provided in the curricula vitae of the proposed members of the new Audit Committee, it appears that they collectively possess sufficient knowledge in the field in which the Company operates, as all of them were previously members of the Audit Committee elected by the Extraordinary General Meeting of Shareholders on February 11, 2021, which was subsequently reconstituted following the resignation of one of its members and the replacement by Ms. Sofia Manessi.

The criterion of adequate knowledge and experience in auditing or accounting is demonstrably met by both Mr. Georgios Samothrakis and Mr. Konstantinos Kotsilinis, both of whom are former Certified Public Accountants with extensive professional experience, which significantly contributes to enhancing the effectiveness of the Audit Committee and the optimal execution of its duties, aiming to strengthen the Company's dynamics and value. Ms. Sofia Manessi, with her extensive experience in Internal Audit, can substantially contribute, ensuring that the Audit Committee performs its duties effectively, providing meaningful solutions and guidance for the Company's financial development, while fulfilling all legal obligations.

Finally, the independence requirements set forth in the applicable regulatory framework (Article 9, paragraphs 1 and 2 of Law 4706/2020) are met by all the aforementioned individuals, as they:

(a) do not directly or indirectly hold more than 0.5% of the Company's share capital; and (b) are free from any dependency relationships with the Company or related parties, as defined in paragraph

2 of Article 9 of Law 4706/2020, and do not maintain any financial, business, family, or other relationships that could influence their decisions and independent, objective, and impartial judgment.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 33,136,818 Against: 9,303 Abstention (present): 0

On the 14th item, the shareholders by majority the fees, salaries, compensation and other benefits, which will be paid to the members of the Board of Directors during the current fiscal year 2025 (01.01.2025-

www.thracegroup.gr

31.12.2025), which are in accordance with the Remuneration Policy of the Company, and pursuant to the same resolution adopted by majority, provided the relevant authorization for the advance payment of the said remuneration for the period until the next Annual Ordinary General Meeting, in accordance with the provisions of article 109 of L. 4548 / 2018, as in force.

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77. 30% Total number of valid votes: 33,146,121 In favor: 31,928,784 Against: 813,962 Abstention (present): 403,375

On the 15th item, the shareholders approved unanimously τhe implementation of a share buyback program by the Company in accordance with Article 49 of Law 4548/2018, and specifically approved the purchase, within a period of twenty-four (24) months from the date of adoption of the present resolution, of up to 3,510,349 common registered shares which , in addition to the treasury shares currently held by the Company (863,796 own shares) correspond to 10% of the Company's current voting shares with a marketprice range for the share purchases is between fifty euro cents (€0.50) per share (minimum price) and ten euros (€10.00) per share (maximum price).

At the same time, by the same unanimous decision, the General Meeting of shareholders granted authorization to the Company's Board of Directors to duly implement and execute the said program within the above- established framework."

Number of shares for which valid votes were casted: 33,146,121 Percentage of total share capital, after the deduction of own shares: 77.30 % Total number of valid votes: 33,146,121 In favor: 33,146,121 Against: 0 Abstention (present): 0

On the 16 th item, the shareholders approved unanimously, pursuant to the provisions of article 98, par. 1 of Law 4548/2018 as in force, the granting of the permission and authorization to the Members of the Board of Directors, the Directors and the Managers of the Company, for their participation in the Board of Directors and the management of Company's subsidiaries and/or affiliated companies (existing or new) and, by extension, of the Group.

Number of shares for which valid votes were casted: 33,146,121

www.thracegroup.gr

Percentage of total share capital, after the deduction of own shares: 77.30% Total number of valid votes: 33,146,121 In favor: 33,146,121 Against: 0 Abstention (present): 0

On the 17 th item, the "Report of the Independent Non-Executive Members of the Board of Directors" (dated 06.05.2025) for the fiscal year 2024 (01.01.2024-31.12.2024) was submitted to the shareholders, in accordance with the provisions of article 9, par. 5 of Law 4706/2020.

Talk to a Data Expert

Have a question? We'll get back to you promptly.