I N V I T A T I O N

To the shareholder of the Société Anoyme under the name

« VIS CONTAINERS MANUFACTURING S.A»

To AN ORDINARY GENERAL ASSEMBLY

The shareholders of VIS CONTAINERS MANUFACTURING S.A are invited to the Ordinary General Assembly, which will convene at the seat of the Company in the Municipal Community of Magoula of the Municipal Unit of Magoula of the Municipality of Elefsina of the Regional Unit of West Attica in Georgiou Gennimata Avenue (Postal Code 190 18, tel. 210-6161300), on 30/06/2022 day of the week Thursday at 14:00 hrs, in order to discuss and resolve on the following items:

ITEMS OF THE AGENDA

  1. Submission and approval of the Annual Financial Statements of the company for the fiscal year 2021 (01.01.2021 - 31.12.2021), which have been prepared in accordance with the International Financial Reporting Standards (IFRS) and comprise the financial position statement, the income statement (where dividend distribution is not provided), the statement of net position, the cash flow statement, the notes on the annual financial statements and the auditor¶s report issued by the appointed independent certified auditor as well as the Management Report of the Board of Directors for the fiscal year 2021.
  2. Approval, in accordance with article 108 of law 4548/2018, of the overall management of the Board of Directors during the fiscal year 2021 and release of the auditor¶s company from any liability for compensation in accordance with article 117 of law 4548/2018.
  3. Election of an auditor¶s company listed in the registry of the Institute of Certified Public Accountants.
  4. Information from the Audit Committee to the shareholders about the activities of the Audit Committee during the fiscal year 2021 (no vote on this item).
  5. Approval of the remuneration paid to the Members of the Board of Directors and company Executives in the fiscal year 2021.
  6. Submission for discussion and advisory vote of the Remuneration Report for the fiscal year 2021, according to article 112 of Law 4548/2018.
  7. Submission for discussion of the Report of the non-executive independent members, according to article 9 § of law 4706/2020 (no vote on this item).
  8. Decrease of the share capital by EURO 3,726,450.00 by offsetting equal losses by reducing the nominal value of the share (from EURO 0.80) to EURO 0.05 each, so that the share capital amounts to (3,974 .880,00 EURO - 3,726,450,00 EURO =) 248,430,00 EURO and is divided into 4,968,600 dematerialized registered shares of a nominal value of 0.05 EURO each, in order for the equity to exceed ½ of the share capital (article 119 § 4 of law 4548/18). Relevant amendment of Article 5 of the Articles of Association.
  9. Simultaneous increase of the share capital by the amount of EURO 1,490,580.00, with the issuance of 29,811,600 new dematerialized registered shares of a nominal value of EURO 0.05 each, with a sale price of EURO 0.05 per share, which may be higher than the stock market price at the stock option ex-date, with stock option to the old-existing shareholders as well as listing of the above shares for trading on the Athens Stock Exchange, in order for the share capital to amount to (248,430.00 EURO + 1,490,580.00 EURO =) EURO 1,739,010.00, divided into 34,780,200 dematerialized registered shares of a nominal value of EURO 0.05 each. The shareholders who have the right of preference in the increase will be entitled to acquire new shares with a ratio of six (6) new shares for each old share of the Company. Relevant amendment of Article 5 of the Articles of Association.
  10. Special authorization for the signature and certification of these minutes to the Chairman and the Secretary of the General Assembly.

Repeat Meetings. In case the quorum required by law is not ascertained and it is, thus, impossible to pass resolutions on the items of the agenda, the General Assembly will meet in a 1st Repeat Meeting on Monday, 11 July 2021 at 14:00 hrs. at the Company's seat in the same venue as above. In case the required quorum required by law is not ascertained anew, the General Assembly will meet in a 2nd Repeat Meeting on Thursday 21 July 2021, at 14:00 hrs. at the same venue. No new invitations to the Repeat Meetings will be published. In case of resumption, after postponement, of the General Assembly no new invitation will be published, and new shareholders will be entitled to participate thereat in compliance with the provisions of articles 124 §§ 1, 6 of law 4548/2018 (former article 28a of Codified Law 2190/20).

According to articles 121 § 4, 123 § 1,3,4,5, 124 § 1,6, 128, 141 of law 4548/2018 (former article 26 § 2b, article 27, article 28a & article 39 of Codified Law 2190/1920) the following informative data in relation to the forthcoming Ordinary General Assembly will be listed.

  1. Right to participate and vote

Each share gives the right to one vote. Whoever appears to be a shareholder in the records of the Dematerialized Securities System (DSS), managed by the "Hellenic Central Securities Depository SA" (ATHEXCSD) where the securities (shares) of the Company are kept, is entitled to participate in the General Assembly. The shareholder capacity can be proven by any legal means and, in any case, according to the information received by the Company from the central securities depository, if it provides registry services or through the participating and registered intermediaries in the central securities depository in any other case.

The capacity of the shareholder must exist at the beginning of the fifth (5th) day prior to the date of the General Assembly, i.e., on 25.06.2022 (Record Date article 124 § 6 of law 4548/2018) and relevant written confirmation or the electronic certification regarding the shareholder capacity must reach the Company no later than the 3rd day before the meeting of the General Assembly, i.e., by 27.06.2022. Those shareholders who are legal entities must also submit within the same deadline in accordance with the law and their legal documents.

In any eventual 1st and 2nd Repeat General Assembly may participate shareholders observing the above formalities. Given that, no new invitation will be published for any Repeat General Assembly and given that said Assemblies are no more than 30 days away from the above Record Date, the capacity of shareholder must exist at the above Record Date. With regard to the certification of the shareholder¶s capacity and the representation of legal entities - shareholders in the General Assembly the above deadlines mentioned for the 1st meeting of the General Assembly must be observed.

With regard to the Company, it is considered that whoever has the capacity of shareholder on the Record Date shall have the right to participate and vote in the General Assembly. In case of non-compliance with the provisions of article 124 § 1, 6 of law 4548/2018 (former article 28a article 2190/20) said shareholder shall participate in the General Assembly only if the Assembly grants its permission (article 124 § 5 of law 4548/2018 - former article 28a § 6 article 2190/20).

It is hereby noted that the exercise of said participation and voting rights does not require the block of the beneficiary's shares nor the observance of any other similar procedure, which limits the ability to sell and transfer shares during the period between the Record Date and the date of the General Assembly.

2. Procedure for voting by proxy

Every shareholder attends the General Assembly and votes either in person or through proxies. Each shareholder may appoint up to three (3) proxies. However, if the shareholder holds Company shares that appear in more than one securities¶ accounts, this limitation does not prevent the shareholder from appointing different proxies for the shares that appear in each securities account in relation to the General Assembly. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their proxies. A proxy that acts for more shareholders may vote differently for every shareholder. The shareholder may appoint a proxy for a single general meeting or for all meetings that take place within a certain time.

The proxy is obliged to disclose to the Company prior to the commencement of the General Assembly every specific fact, which could be useful to shareholders in order to evaluate the risk of the proxy serving interests other than the shareholder¶s interests. Within the meaning of this paragraph, a conflict of interest may arise mainly in cases when the proxy is:

a) a shareholder that exercises the control of the Company or another legal entity or an entity controlled by that shareholder, b) a member of the Board of Directors or of the general management team of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company, c) an employee or certified auditor of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company d) the spouse or a relative of first degree of one of the natural persons mentioned in cases (a) to (c) (article 128 § 5 of law 4548/2018).

The appointment and revocation of the shareholder's proxy is done in writing and is notified to the Company by submission of the relevant document, at least three (3) days prior to the scheduled date of the General Assembly.

The Company has made available on its website on the internet http://www.vis.gr (see hereinabove), the form used for the appointment of a proxy. The aforementioned form, filled out and signed according to the instructions given for its completion, signing, and submission, must be sent by fax to + 30 210 6161399 to the attention of the Shareholders Services Department, or must be posted to the Company¶s address in the Municipal Community of Magoula of the Municipal Unit of Magoula of the Municipality of Elefsina of the Regional Unit of West Attica in Georgiou Gennimata Avenue (Postal Code 190 18, KANAKI factory). In any event it must have been received by the Company at least three (3) days prior to the date of the General Assembly or any Repeat Meeting. In any case, except in the case of fraud, the Company is not responsible for verifying the authenticity of the shareholder's signature on the form of appointment of his proxy. In case of obvious forgery of the shareholder's signature, the Company is entitled to contact the shareholder by phone or to do whatever it deems necessary and expedient in order to verify the authenticity of the signature. In case of reasonable doubt the proxy will not be accepted by the Company with a justification, which will be recorded in the minutes. The shareholder is required to confirm the successful dispatch of his proxy appointment form and its receipt by the Company, by contacting the Shareholders Service at +30 210 6161300.

In the absence of a relevant statutory provision, the Company does not accept electronic notifications of appointment of proxies and revocation of proxies, nor is it possible to participate in the General Meeting by electronic means or remotely.

3. Shareholders¶ Minority rights according to article 141 §§2,3,6,7 of law4548/2018 (former§ 2,2a,4 & 5 of article39 of Codified Law2190/1920)

a) Upon request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors of the Company is obliged to register additional itemsin the agenda of the General Meeting, if the relevant request is submitted to the Board of Directors at least fifteen (15) days prior to the General Assembly. The request for the inclusion of additional items in the agenda is accompanied by a reasoning or by draft decision under approval by the General Assembly; the revised agenda is published in the same way as the previous agenda, thirteen (13) days prior to the date of the General Assembly and, at the same time, it becomes available for the shareholders on the Company¶s website along with the reasoning or the draft decision already submitted by the shareholders according to the provisions of article 123 § 4 of law 4548/2018 (former article 27 § 3 of Codified Law 2190/1920).

b) Upon request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors of the Company shall submit draft decisionson items that have been included in the initial or the revised agenda of the General Meeting in case said request is submitted to the Board of Directors at least seven (7) days prior to the General Assembly according to the provisions of article 123 § 4 of law 4548/2018 (former article 27 § 3 of Codified Law 2190/1920).

c) Upon request of any shareholder submitted to the Company at least five (5) full days prior to the General Assembly, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company¶s affairs, to the extent that this information is useful for the real evaluation of the itemsof the agenda. The Board of Directors may provide a single unified answer to applications of shareholders with the same content. There is no obligation to provide information, when the relevant information is already available on the Company¶s website, especially in the form of questions and answers. Moreover, upon request of shareholders 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 during the last two years to each member of the Board of Directors or Company Executive, as well as any benefit granted to these persons for any reason or as a result of a contract entered into between the Company and the persons in question. In all above cases under (c), the Board of Directors may refuse to provide said information due to substantial reasons that are reported in the minutes.

d) Upon request of shareholders representing 1/10 of the paid-up share capital submitted to the Company at least five (5) full days prior to the General Assembly, the Board of Directors is obliged to provide to the General Assembly information about the course of the corporate affairs and the company assets. The Board of Directors may refuse to provide said information due to substantial reasons that are reported in the minutes.

In all above cases, the requesting shareholders must prove their shareholder capacity and the number of shares they hold when exercising the relevant right. Such proof is the submission of a written certificate issued by ATHEXor, alternatively, the certification of their shareholder capacity obtained by direct electronic linkup between the ATHEXand the Company according to article 141 § 12 of law 4548/2018 (former article 39 § 8 of Codified Law 2190/1920).

4. Total number of Shares and Voting Rights

The total number of shares and voting rights of the company, which exist on 09.06.2022, date of the convening of the Ordinary General Assembly of Shareholders of 30.06.2022, amounts to 4,968,600.

5. Information, available documents

In addition to the above-mentioned information (full invitation for the convocation of the General Assembly), which is made available in electronic form on the Company's website http://www.vis.gr, interested shareholders may receive copies of the proxy appointment form (listed hereinafter), the other documents and draft decisions on the items of the agenda by coming to the offices of the Company, or by contacting the Shareholders Service Department at 210-6161300.

Magoula, 09/06/2022 The Board of Directors


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VIS Container Manufacturing SA published this content on 09 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2022 16:01:06 UTC.