ThPA S.A. («Company») announces that on July 12th, 2021, the postponed from 23/06/2021 Ordinary General Meeting of Shareholders was held, as per the 13th item «Election of a new Board of Directors», at the Company’s headquarters in Thessaloniki, which, in view of the extraordinary circumstances and in the context of the mitigation measures employed by the State for the prevention of the spread of the coronavirus Covid-19, was convened via teleconference, in real time.
The General Meeting was attended in conformity by 20 shareholders, attending either in person or by proxy and representing 8.049.399 shares, that is 79,86% of the Company’s paid-up share capital.
At the meeting, after voting and pursuant to article 7 par. 1 of the Company’s Articles of Association, in the context of the immediate, substantial and effective compliance and adaptation of the Company with the requirements and regulations of law 4706/2020 (Government Gazette AD 136 / 17.07.2020) on corporate governance, and in particular on the provisions and the substantive criteria and conditions of independence of the proposed independent members, and on the other hand on the provisions on suitability, diversity and adequate gender representation in the Board of Directors, unanimously approved the election of a new nine-member (9-member) Board of Directors, through the re-election of: Mr. Athanasios Liagkos, Mr. Franco Nicola Cupolo, Mr. Artur Davidian, Mr. FU Baiqiao (Leon), Mr. Angelos Vlachos and Mr. Panagiotis Michalopoulos as well as the election of: Mr. Laurent Martens, Mrs. Angeliki Samara and Mrs. Eirini Chadiari.
Following the above, the new Board of Directors of the Company, whose tenure will be 5 years and specifically until 12/07/2026, will consist of the following members:
1. Athanasios Liagkos, son of Eleftherios
2. Franco Nicola Cupolo, son of Giuseppe
3. Artur Davidian, son of Eduard
4. Laurent Martens, son of Andre
5. FU Baiqiao (Leon), son of Jinlong
6. Angelos Vlachos, son of Fotios
7. Panagiotis Michalopoulos, son of Angelos
8. Angeliki Samara, daughter of Dimitrios
9. Eirini Chadiari, daughter of Sotirios
All the above elected members in their entirety have the appropriate experience, sufficient knowledge, skills, independence of judgment, morality and good reputation, while they do not face any obstacles or incompatibility with the provisions of the relevant legal framework, the applicable by the Company Corporate Governance Code and the Internal Operating Regulations of the Company. It is also noted that the criterion of article 3 of Law 4706/2020 on adequate representation by gender is met, which must be no less than twenty-five percent (25%) of all members of the Board of Directors.
The CVs of the elected members were made available to the shareholders on the Company’s website, prior to the Ordinary General Meeting, in accordance with the relevant process.
The General Meeting appointed also as independent members of the Board of Directors of the Company, under the meaning of article 4 par. 1 of Law 3016/2002 and article 9 par. 1 & 2 of Law 4706/2020:
1. Mr. Panagiotis Michalopoulos, son of Angelos
2. Angeliki Samara, daughter of Dimitrios, and
3. Eirini Chadiari, daughter of Sotiri,
given the fact that, after examination and as found by the Board of Directors of the Company, the above elected members fully meet the requirements of the current legislative and regulatory framework (and especially from the current until 17.07.2021 article 4 par. 1 of Law 3016/2002 as well as, in particular, from Article 9 par. 1 and 2 of Law 4706/2020), the conditions and the criteria of independence.
The voting results on the 13th item were as follows:
• For: 7.016.605 votes (87,17% of those present)
• Against: 300.200 votes (3,73% of those present)
• Abstain: 732.594 votes (9,10% of those present)