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Teraplast SA — AGM Information 2016
Oct 7, 2016
2298_iss_2016-10-07_95d571a3-932d-42c2-9fc5-0a54069cd62c.pdf
AGM Information
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AD HOC REPORT
In compliance with Capital Markets Law no. 297/2004 and Regulation no. 1/2006 of NSC
Date of report: October 7 th 2016 Name of issuer: TERAPLAST S.A. Headquarters: Teraplast Industrial Park, DN 15A, KM 45+500, Bistrita-Nasaud County Telephone/Fax: 0263/238.202/0263/231.221 Trade Register No: J06/735/1992 Sole registration number at the Trade Register Office: RO3094980 Share capital: 56,643,266 lei Regulated market on which the issued shares are traded: Bucharest Stock Exchange
Significant events to be reported
- a) Changes in the control of the company – N/A
- b) Significant acquisitions or sales of assets – N/A
- c) Bankruptcy – N/A
- d) Transactions as listed in art. 225 of Law 297/2006– N/A
e) Other events
On October 6th 2016, starting with 16:00 PM, at Company's headquarters took place the Ordinary General Meeting of Shareholders, which was legally and statutory constituted at first convocation. During this meeting participated in person, through power of attorney and also through voting by correspondence, the shareholders registered in the Shareholders Register held by Central Depository, at September 26th 2016, established as a reference date, the quorum consisting of 72,21%, from the total of 566.113.948 voting rights related to the 566.432.660 shares issued by the Company, representing a total number of 408.378.231 votes expressed, of which a number of 8.044.488 votes were invalidated for the point 1 of the GMS agenda.
In order to ensure a complete and correct information of shareholders and potential investors, we reproduce the content of the decisions of the Ordinary and Extraordinary General Meeting of Shareholders of TERAPLAST SA:
During the Ordinary General Meeting of Shareholders were elected the new members of the Board of Directors of Teraplast.
According to the Decision of the Ordinary General Meeting of Shareholders, the current structure of the Board of Directors of Teraplast is the following: Dorel Goia, Magda-Eugenia Palfi-Ţîrău, Teofil-Ovidiu Muresan, Razvan Stefan Lefter and Petru-Raul Ciurtin.
The newly-entered member in the structure of the Board of Directors of Teraplast is Mr. Petru-Raul Ciurtin.
Mr. Petru-Raul Ciurtin is the entrepreneur doctor from Ardeal who turned Albalact, an old bankrupt milk factory, into the leader of the Romanian diary market. This year Mr. Raul Ciurtin marked his exit from Albalact.
The mandate duration of the Board of Directors members shall be (1) year.
In order to ensure a complete and correct information of shareholders and potential investors, we reproduce the content of the decisions of the Ordinary General Meeting of Shareholders of the Company TERAPLAST S.A:
DECISION No. 1 dated October 06th 2016 of the Ordinary General Meeting of Shareholders of TERAPLAST SA
Pursuant to the provisions of Art.111 in Law 31/1990 on companies as subsequently amended, the provisions of the Constitutive Act of TERAPLAST S.A the provisions of Law No. 297/2004 as well as the NSC Regulation No. 1/2006, as subsequently amended by NSC Regulation no. 31/2006, the Ordinary General Meeting of Shareholders of TERAPLAST S.A., headquartered in Bistrita, "Teraplast Industrial Park", DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud County, registered with the Trade Registry Office under number J06/735/1992, having the Sole registration number at the Trade Register Office RO 3094980, held on October 06th 2016 at the headquarter of the Company, at 16:00 PM, with a quorum of 72.21% of the total of 566.432.660 shares issued by Company TERAPLAST S.A., representing a total number of 408.378.231 votes expressed, of which a number of 8.044.488 votes were invalidated for the point 1 of the GMS agenda,
DECIDES
On the items on the AGENDA, as follows:
- 1. Approves the election as Non-Executive Directors of the Company, of the following persons:
- 1.1. Director Mrs. Magda-Eugenia Palfi-Ţîrău
Structure of the vote: 100% for, 0% against, 0% abstaining
1.2. Director Mr. Dorel Goia
Structure of the vote: 100% for, 0% against, 0% abstaining
1.3. Director Mr. Razvan Stefan Lefter
Structure of the vote: 100% for, 0% against, 0% abstaining
1.4. Director Mr. Teofil-Ovidiu Muresan
Structure of the vote: 100% for, 0% against, 0% abstaining
1.5. Director Mr. Petru – Raul Ciurtin
Structure of the vote: 84.52% for, 0.01% against, 15.47% abstaining
2. Approves that the validity of the mandate of the Board members to be of 1 (one) year from the date of adoption of this decision, from October 6th 2016 until October 6 th 2017.
Structure of the vote: 100% for, 0% against, 0% abstaining
3. Empowers Mr. Dorel Goia and Mrs. Magda-Eugenia Palfi-Tirau to negotiate manager's contracts of mandate and to sign them, either of the two, in the name and on behalf of the Company.
Structure of the vote: 100% for, 0% against, 0% abstaining
4. Establishes the date October 25 th 2016 as the registration date which serves to identify the shareholders who will be affected by the decisions adopted by the General Ordinary Meeting of Shareholders.
Structure of the vote: 100% for, 0% against, 0% abstaining
5. Approves the date October 24 th 2016 as "ex-date", respectively the date previous to the registration date when the financial instruments, subject of the decision of the corporate bodies, are transacted without the rights resulting from such decision, pursuant to art. 2 letter f) of Regulation No. 6/2009 regarding the exercise of certain rights of the shareholders within the general assemblies of the trading companies, amended and completed by Regulation no. 13/2014 regarding the amendment and completion of certain regulations issued by the National Security Commission (herein referred to as NSC Regulation No. 6/2009).
Structure of the vote: 100% for, 0% against, 0% abstaining
6. Empowers the Chairman of the Board of Directors to sign for and on behalf of all shareholders present at the assembly, the Decision of OGMS.
Structure of the vote: 100% for, 0% against, 0% abstaining
7. Empowers the legal adviser, Mrs. Carmen Ioana Mone, identified by ID series CJ, No. 070767 and/or Mrs. Diana Octavia Bretfelean, identified by ID series XB no. 515915, to accomplish all formalities regarding registration of the OGMS Decision at the Trade Register of Bistrita-Nasaud Tribunal and to publish such decision in the Official Gazette of Romania, Part 4.
Structure of the vote: 100% for, 0% against, 0% abstaining
This decision was drafted and signed on October 06th 2016, in five (5) copies, of which 2 (two) copies to the Company and three (3) copies to be submitted to the Trade Registry Office of the Bistrita Nasaud Tribunal.
Chairman of the Board of Directors
Dorel Goia
For additional information please contact us at the phone number 0752-101.639, e-mail: [email protected], contact person Anca Rif – Communications & Investor Relations Manager.