Teraplast SA — AGM Information 2016

Oct 28, 2016

AD HOC REPORT

In accordance with Law no. 297/2004 and NSC Regulation no. 1/2006

Report date: October 27th 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

Major events to be reported

• a) Changes in the control over the company – N/A
• b) Substantial acquisitions and alienations of assets – N/A
• c) Bankruptcy – N/A
• d) Transactions as listed in art. 225 of Law 297/2004– N/A
• e) Other events

The Board of Directors of Teraplast, gathered on October 27th 2016, elected Mr. Dorel Goia as Chairman of the Board. The new structure of the Board of Directors was decided in the General Meeting of Shareholders, dated October 6th 2016, and includes the following persons: Mrs. Magda-Eugenia Palfi-Ţîrău, Mr. Dorel Goia, Mr. Petru– Raul Ciurtin, Mr. Razvan Stefan Lefter and Mr. Teofil-Ovidiu Muresan.

The Board of Directors also took note of Mr.'s Teofil-Ovidiu Muresan resignation, starting with October 27th 2016, from the function of Non-Executive Director of the company, in order to dedicate himself to personal business projects.

Teofil-Ovidiu Muresan, Non-Executive Director of Teraplast: "Electrogrup's expansion to other foreign markets and the consolidation projects of the company Direct One, need a more active presence from my part. After two years in the Board of Directors of Teraplast I am certain that there is here a team of professional which will continue to obtain performant results on all business segments. I have faith in the future of this Romanian brand".

In the context of Mr. Muresan's resignation, the Board of Directors of Teraplast decided the nomination of Mr. Mircea Hotoleanu as interim Non-Executive Director, starting with October 27th 2016 until the assembly of the Ordinary General Meeting of Shareholders.

Mr. Mircea Hotoleanu is of profession engineer and in the last 7 years was Director of the Engineering Center of Emerson Cluj. Mr. Hotoleanu has an experience of over 20 years in the industrial field, and during 2001-2009 have had several management jobs in industrial companies from Finland.

During the assembly of October 27th 2016, the Board of Directors also decided the relocation of the Teraplast,s warehouse of Stefanestii de Jos, Ilfov county, to Otopeni, Ilfov county.

In order to ensure a complete and accurate information of the shareholders and potential investors, we reproduce the decisions taken by the Board of Directors of Teraplast SA:

DECISION of the Board of Directors of Teraplast SA. J06/735/1992, RO 3094980 No. 43, dated October 27th 2016

According to the provisions of the art. 153^20 and Companies Law No. 31/1990, republished, the provisions of the Capital Market Law No. 297/2004 on the capital market and the Regulation No.1/2006 of NSC regarding issuers and operations with securities, modified by the Regulation No. 31/2006 of NSC and Art. 18.4, paragraph (7) of the Articles of Association of Teraplast SA, headquartered in Bistrita, Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud County, registered with the Trade Registry Office under No. J06/735/1992, VAT registration No. 309498, in the meeting of October 27th 2016, attended by the following members of the Board: Magda Eugenia Palfi-Tirau, Dorel Goia, Razvan Stefan Lefter and Petru-Raul Ciurtin,

After deliberations, the Board of Directors, with the favorable vote of all attendee members,

DECIDES

• 1. Approves the election of Mr. Dorel Goia, as Chairman of the Managing Board, for the length of the mandate of Director.
• 1. Empowers Mr. Dorel Goia, as President of the Board of Directors and Mrs. Magda Palfi-Tirau, as Non-Executive Director, to sign in the name and on behalf of the Directors the decision of the Board of Directors.
• 1. Empowers the legal adviser, Mrs. Kinga Vaida, identified by ID series XB, no. 370326, to accomplish all formalities regarding registration of the Board of Directors Decision at the Trade Registry of Bistrita-Nasaud Law Court.

DECISION

of the Board of Directors of Teraplast SA. J06/735/1992, RO 3094980 No. 44, dated October 27th 2016

According to the provisions of the art. 153^20 and Companies Law No. 31/1990, republished, the provisions of the Capital Market Law No. 297/2004 on the capital market and the Regulation No.1/2006 of NSC regarding issuers and

operations with securities, modified by the Regulation No.31/2006 of NSC and Art. 18.4, paragraph (7) of the Articles of Association of Teraplast SA, headquartered in Bistrita, Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, registered with the Trade Registry Office under No. J06/735/1992, VAT registration No. 309498, in the meeting of October 27th 2016, attended by the following members of the Board: Magda Eugenia Palfi-Tirau, Dorel Goia, Razvan Stefan Lefter and Petru-Raul Ciurtin,

After deliberations, the Board of Directors, with the favorable vote of all attendee members,

DECIDES

• 1. Records the resignation of Mr. Teofil-Ovidiu Muresan from the position of Non-Executive Director of the company, starting with October 27th 2016.
• 1. Approves the nomination of Mr. Mircea Hotoleanu as interim Non-Executive Director, the mandate being effectual beginning with October 27th 2016 until the date of the assembly of the Ordinary General Meeting of Shareholders, which will complete the number of company's Directors.
• 1. Empowers Mr. Dorel Goia, as President of the Board of Directors and Mrs. Magda Palfi-Tirau, as Non-Executive Director, to sign in the name and on behalf of the Directors the decision of the Board of Directors.
• 1. Empowers the legal adviser, Mrs. Kinga Vaida, identified by ID series XB, no. 370326, to accomplish all formalities regarding registration of the Board of Directors Decision at the Trade Register of Bistrita-Nasaud Law Court and to publish such decision in the Official Gazette of Romania, Part 4.

DECISION of the Board of Directors of Teraplast SA. J06/735/1992, RO 3094980 No. 45, dated October 27th 2016

According to the provisions of the art. 153^20 and Companies Law No. 31/1990, republished, the provisions of the Capital Market Law No. 297/2004 on the capital market and the Regulation No.1/2006 of NSC regarding issuers and operations with securities, modified by the Regulation No.31/2006 of NSC and Art. 18.4, paragraph (7) of the Articles of Association of Teraplast SA, headquartered in Bistrita, Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, registered with the Trade Registry Office under No. J06/735/1992, VAT registration No. 309498, in the meeting of October 27th 2016, attended by the following members of the Board: Magda Eugenia Palfi-Tirau, Dorel Goia, Razvan Stefan Lefter and Petru-Raul Ciurtin,

After deliberations, the Board of Directors, with the favorable vote of all attendee members,

DECIDES

1. Approves the close down of the point of work located in Stefanestii de Jos commune, Sinaia Street, no. 12, Ilfov County and its radiance from the records of Bistrita-Nasaud Trade Registry Office.

2. 1. Approves the establishment and the registration in the records of the Trade Registry of Bistrita-Nasaud Law Court of a point of work, in Otopeni, Calea Bucuresti Street, no. 1, Ilfov County.
3. 1. Approves the change of the art. 3 para. (3) of the Articles of Association of the company which in the present has the following content: Art. 3 (3) The Company TERAPLAST SA has founded the following secondary offices:
4. ♦ Point of work, located in Stefanestii de Jos commune, Sinaia Street, no. 12, Ilfov County;
5. ♦ Point of work, located in Brasov, Calea Bucuresti Street, no. 249/A, Brasov county;
6. ♦ Point of work, located in Iasi, Calea Chisinaului Street no. 35, Iasi County;
7. ♦ Point of work, located in Galati, DN Galati Tecuci, Tirighina Sidex area, Galati County;
8. ♦ Point of work, located in Deva, Orizontului street no. 1, Hunedoara County;

♦ Point of work, "Production Hall of pipes, profiles, PVC compound and Warehouse; Warehouse of PVC pipes and profiles", located in Sarata village, Saratel, DN 15A, FN, Sieu-Magherus commune, Bistrita-Nasaud County;

♦ Point of work "PVC Windows & Doors Factory" located in Bistrita, Tarpiului street no. 27A, Bistrita-Nasaud County;

♦ Point of work, located in Bistrita, Romana Street no. 17/A, Bistrita-Nasaud County;

♦ Point of work, located in village Crainimat, Sieu-Magherus commune, DN15A, KM 45+500 (Bistrita-Reghin), Bistrita-Nasaud County;

♦ Point of work, located in Cluj-Napoca, Calea Dorobantilor Street no. 21, corner with Pitesti Street no. 1-3, ap. 31, floor 1, office 2, Cluj county.

Having after change the following content: Art. 3 (3) The Company TERAPLAST SA has founded the following secondary offices:

• ♦ Point of work, located in Brasov, Calea Bucuresti Street, no. 249/A, Brasov County;
• ♦ Point of work, located in Iasi, Calea Chisinaului Street no. 35, Iasi County;
• ♦ Point of work, located in Galati, DN Galati Tecuci, Tirighina Sidex area, Galati County;
• ♦ Point of work, located in Deva, Orizontului street no. 1, Hunedoara County;

♦ Point of work, "Production Hall of pipes, profiles, PVC compound and Warehouse; Warehouse of PVC pipes and profiles", located in Sarata village, Saratel, DN 15A, FN, Sieu-Magherus commune, Bistrita-Nasaud County;

♦ Point of work "PVC Windows & Doors Factory" located in Bistrita, Tarpiului street no. 27A, Bistrita-Nasaud County;

♦ Point of work, located in Bistrita, Romana Street no. 17/A, Bistrita-Nasaud County;

♦ Point of work, located in village Crainimat, Sieu-Magherus commune, DN15A, KM 45+500 (Bistrita-Reghin), Bistrita-Nasaud County;

♦ Point of work, located in Cluj-Napoca, Calea Dorobantilor Street no. 21, corner with Pitesti Street no. 1-3, ap. 31, floor 1, office 2, Cluj County.

• ♦ Point of work, located in Otopeni, Calea Bucurestilor Street no. 1, Ilfov County.
• 1. Approves the update of the Articles of Association of the company Teraplast SA, in accordance with those mentioned at point 1 and 2 of the present.
• 1. Empowers Mr. Dorel Goia, as President of the Board of Directors and Mrs. Magda Palfi-Tirau, as Non-Executive Director, to sign in the name and on behalf of the Directors the decision of the Board of Directors.
• 1. Empowers the legal adviser, Mrs. Kinga Vaida, identified by ID series XB, no. 370326, to accomplish all formalities regarding registration of the Board of Directors Decision at the Trade Register of Bistrita-Nasaud Law Court.

Chairman of the Board of Directors

Dorel Goia

For additional information please contact the Investor Relations Department of Teraplast, phone 0752-101.639, e-mail: anca.rif@teraplast.ro, contact person Anca Rif – Investor Relations Manager.