Pre-Annual General Meeting Information • May 29, 2025
Pre-Annual General Meeting Information
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of the Shareholders of the Societe Anonyme under the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" and the distinctive (commercial) title "FLEXOPACK S.A.", to the Annual Ordinary General Meeting
The Board of Directors of the Societe Anonyme under the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" and with the distinctive (commercial) title "FLEXOPACK S.A." (hereinafter referred to for brevity reasons as the "Company") invites, according to the Law and its Articles of Association, the Company's shareholders to the Annual Ordinary General Meeting on the 20 th of June 2025, day of the week Friday at 15:00, at the Company's headquarters, located in Koropi of Attica (37 Ifaistou str., Tzima location), for the discussion and the adoption of resolutions on the following items of the daily agenda:
1 st Item: Submission for approval of the annual Financial Statements (separate and consolidated) for the fiscal year 2024 (01.01.2024-31.12.2024) as well as of the annual Financial Report for the said fiscal year.
2 nd Item: Submission for approval of the annual Management Report of the Board of Directors and of the Auditor's Report in relation to the annual Financial Statements (separate and consolidated) for the fiscal year 2024 (01.01.2024-31.12.2024).
3 rd Item: Submission and presentation of the annual Activity Report of the Audit Committee for the fiscal year 2024 (01.01.2024-31.12.2024).
4 th Item: Approval of the allocation (distribution) of the results of fiscal year 2024 (01.01.2024-31.12.2024), adoption of resolution on the distribution (payment) of dividends and granting of the necessary authorizations.
5 th Item: Approval of the overall management and discharge of the Company' s Certified Auditors – Accountants from any liability for compensation for the facts of the closing fiscal year 2024 (01.01.2024-31.12.2024), as well as for the annual Financial Statements of the said financial year.
6 th Item: Election of an Auditing Company from the Public Registry to conduct the statutory audit of the annual and semi-annual Financial Statements (separate and consolidated) for the current fiscal year 2025 (01.01.2025-31.12.2025) and determination of their remuneration.
7 th Item: Election of an Auditing Company from the Public Register to provide assurance regarding the Company's compliance with the submission of the sustainability reports for the current fiscal year 2025 (01.01.2025-31.12.2025) in accordance with the provisions of article 154C of Law No. 4548/2018.
8 th Item: Approval of the remuneration, salaries and compensation paid to the members of the Board of Directors for services rendered by them to the Company during the fiscal year 2024 (01.01.2024-31.12.2024).
9 th Item: Submission for discussion and resolution by the Annual Ordinary General Meeting for the Remuneration Report of the fiscal year 2024 (01.01.2024–31.12.2024), in accordance with the provisions of article 112 of Law 4548/2018, as in force.
10th Item: Determination - pre-approval of the remuneration, salaries, and compensation of the members of the Board of Directors for the current fiscal year 2025 (01.01.2025-31.12.2025), as well as granting permission for advance prepayment of the remuneration to the above persons for the time period until the next Annual Ordinary General Meeting, in accordance with the provisions of article 109 of Law 4548/2018, as in force.
11 th Item: Granting of approval-permission to the members of the Board of Directors and the Managers of the Company for the performance of actions falling within the objectives pursued by the Company and their participation in the Boards of Directors or management of companies of the Group, in accordance with the provisions of article 98 paragraph 1 of the Law No. 4548/2018, as in force.
12th Item: Approval of program for purchase of own shares of the Company through the Athens Stock Exchange, in accordance with the provisions of article 49 of Law 4548/2018 and provision of relevant authorizations.
13 th Item: Submission and presentation of the Report of the independent non-executive members of the Board of Directors for the fiscal year 2024 (01.01.2024-31.12.2024), in accordance with the provisions of article 9 par. 5 of Law 4706/2020, as in force.
In accordance with articles 121 par. 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders on the following:
Each share grants one (1) voting right. Participation and voting rights in the Annual Ordinary General Meeting have only the natural persons or legal entities having the status of shareholder at the beginning of the fifth (5th) day prior the day of the convocation of the General Meeting, namely on 15.06.2025 (record date).
The proof of the shareholder status can be provided via any legal means and in any case through information received by the Company up to and before the commencement of the Annual General Meeting or a certificate or other form of certification form the Registry of the Societe Anonyme under the name "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A" (EL.KAT.), or through the intermediaries, as the case may be, in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation on the Operation of the Hellenic Central Securities Depository, as in force from time to time.
A shareholder may participate in the General Meeting based on the confirmations or notices pursuant to Articles 5 and 6 of Regulation (EU) 2018/1212, provided by the intermediary, unless the General Meeting refuses such participation for a substantial reason that justifies its refusal in compliance with the applicable 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 (participation and voting rights) does not entail the blocking of the beneficiary's shares or the observance of any other similar procedure which constrains the sale and transfer of shares during the period between the record date and the date of the Annual Ordinary General Meeting.
(a) Upon request of the shareholders representing one twentieth (1/20) of the paid-up share capital, the Company's Board of Directors is obliged to include additional items in the daily agenda of the Annual Ordinary General Meeting, provided that the relevant request is communicated to the Board of Directors until 05.06.2025, namely at least fifteen (15) days prior to the Annual Ordinary General Meeting. The request for the inclusion of additional items in the daily agenda is accompanied by a justification or a draft resolution to be approved by the General Meeting and the revised daily agenda shall be published in the same way as the previous daily agenda until 07.06.2025, namely thirteen (13) days prior to the date of the Annual Ordinary General Meeting and at the same time shall be made available to the shareholders on the website of the Company (see below), together with the justification or the draft resolution submitted by the shareholders, in accordance with the provisions of par. 4 of article 123 of Law 4548/2018, as in force.
(b) Shareholders representing one twentieth (1/20) of the paid-up share capital, are entitled to submit draft resolutions on the items included in the initial or the revised daily agenda, if any, of the Annual Ordinary General Meeting. Relevant request shall be made available to the Board of Directors until 13.06.2025, namely at least seven (7) days prior to the date of the Annual Ordinary General Meeting, while the draft resolutions are made available to the shareholders in accordance with the provisions of par. 3 article 123 of Law 4548.2018, until 14.06.2025, namely at least six (6) days prior to the date of the Annual Ordinary General Meeting.
(c) Upon request of any shareholder submitted to the Company until 14.06.2025, namely at least five (5) full days prior the Annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with the specific requested information on the Company's affairs, to the extent they are relevant to the items of the daily agenda. There is no obligation for provision of information when the relevant information is available on the Company's website, especially in the form of questions and answers. Also, upon shareholders request representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts 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 due to agreement between them and the Company. In all of the above cases, the Board of Directors may refuse the provision of information on substantial grounds, recorded in the minutes. Such a reason may be, according to the circumstance, the representation of the requesting shareholders in 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 provide a single answer to shareholder requests of the same content.
(d) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Company until 14.06.2025, 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 affairs 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, according to the circumstance, the representation of the requesting shareholders in 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) Upon request of shareholders who represent one twentieth (1/20) of the paid-up share capital, the election process on any item or items of the daily agenda can be carried out with open voting.
In all of the abovementioned cases, the applicant shareholders are required to prove their shareholder status and, apart from the cases of the first section of par. 6 of article 141 of Law 4548/2018, the number of shares they own at the exercise of the relevant right.
The proof of the shareholder status can be provided via any legal means and in any case through the information received by the Company or a certificate or other form of certification from the Societe Anonyme company «HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME» (EL.KAT.), or the market infrastructure of DLT, provided that it provides registry services, or through intermediaries as the case may be.
The shareholder participates in the Annual Ordinary General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal persons may participate in the General Meeting by appointing up to three (3) physical persons as their proxies. However, if a shareholder holds shares of the Company in more than one securities account, this constraint does not prevent the said shareholder from appointing different proxies for the shares held in each securities account in relation to the General Meeting. The granting of a proxy is freely revocable. A proxy acting on behalf of more than one shareholder may vote differently for each shareholder.
The proxy shall vote in accordance with the shareholder's instructions, if any. Any failure of the proxy to comply with the instructions received shall not affect the validity of the resolutions of the General Meeting, even if proxy's vote was decisive in achieving a majority.
The shareholder's representative is obliged to disclose the Company prior to the beginning of the Annual Ordinary General Meeting any specific fact that may be useful to the shareholders in assessing the risk of the representative serving interests other than those of the represented shareholder. Within the meaning of this paragraph a conflict of interest may especially arise if the proxy holder is:
(a) a shareholder controlling the Company, or another legal person or entity controlled by that shareholder,
(b) a member of the Board of Directors or of the management of the Company in general or shareholder who exercises control over the Company, or another legal person or entity controlled by a shareholder who exercises control over the Company,
(c) an employee or a Certified Auditor of the Company or of shareholder who exercises control over the Company, or other legal person or entity controlled by a shareholder who controls the Company,
(d) a spouse/wife or a first degree relative of one of the natural persons mentioned in the above cases (a) to (c).
The appointment and revocation or replacement of the shareholder's proxy or representative shall be made in writing or by electronic means and shall be submitted to the Company at least forty eight (48) hours before the date set for the Annual Ordinary General Meeting (namely no later than 18.06.2025 at 15:00 the latest), or in the case of shareholders identified through intermediaries, by means of confirmations or notices pursuant to Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediaries.
The Company has made available on its website (www.flexopack.com) the form used for the appointment of a proxy or a representative. The said form is submitted completed and signed by the shareholder to the Investors Relations and Company's Announcements Department of the Company (37 Ifaistou str., Tzima location, Koropi of Attica), or is sent by fax +30 210-6626583 to the said Department at least forty height (48) hours prior to the date of convocation of the Annual Ordinary General Meeting, namely no later than 18.06.2025 at 15:00 at the latest.
The shareholder is required to ensure the confirmation of successful dispatch of the proxy appointment form, as well as its receipt by the Company, by calling for this purpose during business days and hours at +30 210-6680000.
The information in par. 3 and 4 of article 123 of Law No. 4548/2018 and in particular the Invitation to convene the Annual Ordinary General Meeting of the shareholders, the total number of shares and voting rights that the shares incorporate on the date of the Invitation, the form that can be used for the appointment of a representative or a proxy to participate in the Annual General Meeting, the draft resolutions for all the items on the proposed daily agenda, as well as the documents to be submitted to the General Meeting, are available in electronic form at the website of the Company (http://www.flexopack.com) and in hard copies at the Investors Relations and Company's Announcements Department of the Company (37 Ifaistou str., Tzima location, Koropi of Attica).
Koropi, 29 May 2025 The Board of Directors
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