Teraplast SA — AGM Information 2016

Nov 11, 2016

AD HOC REPORT

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

Report date: November 11 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

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

CONVENING NOTICE

General Meeting of Shareholders

December 15th 2016

According to the provisions of the art. 111, 113 and the art. 117 from Companies' Law 31/1990, republished, the provisions of the Articles of Association, the Capital Market Law no. 297/2004 and the NSC Regulation No. 1/2006 regarding issuers and operations with securities, modified by the NSC Regulation No.31/2006 and the NSC Regulation No. 6/2009, the Board of Directors of the Company TERAPLAST SA, headquartered in 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, in the board meeting dated November 10th 2016, calls the General Meeting of Shareholders, on December 15th 2016, which will hold its debates at the company's headquarters in Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, starting at 16:00 PM. All shareholders registered in the Shareholders' Registry by the end of December 5th 2016 set as reference date, are entitled to participate and vote.

I. Ordinary General Meeting of Shareholders will have the following: AGENDA

Considering the decision of the Board of Directors, no. 44, dated October 27th 2016, by which it was accepted the resignation of Mr. Teofil-Ovidiu Muresan from the function of Nonexecutive Director of the company, starting with October 27th 2016, and also the nomination of Mr. Mircea Hotoleanu as interim Nonexecutive 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.

is proposed for approval:

• 1. Election of a new member in the Board of Directors, his mandate being valid beginning with nomination day until October 6th 2017.
• 1. Empowering Mr. Dorel Goia and Mrs. Magda-Eugenia Palfi-Tirau to negotiate new managers' contract of mandate and to sign it, either of the two, in the name and on behalf of the Company.
• 1. Establishing the registration date which serves to identify the shareholders who will be affected by the decisions adopted by the General Ordinary Meeting of Shareholders. The date proposed by the Board of Directors is January 10th 2017.
• 1. Approval of the date January 9th 2017 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 Security National Board (herein referred to as NSC Regulation No. 6/2009).
• 1. Empowering the Chairman of the Board of Directors to sign for and on behalf of all shareholders present at the assembly, the Decision of A.G.O.A.
• 1. Empowering the legal adviser, Mrs. Kinga Vaida, identified by ID series XB, No. 370326 and/or Mrs. Diana Bretfelean, identified by ID series X.B. no. 515915, to accomplish all formalities regarding registration of the Decision of A.G.O.A. at the Trade Register of Bistrita-Nasaud Law Court and to publish such decision in the Official Gazette of Romania, Part 4.

(1) One or more shareholders representing, individually or together, at least 5% from the company capital, have the right (i) to introduce items on the agenda of the General Meeting of Shareholders, on condition that each item be accompanied by an explanation or a draft decision proposed to be adopted by the General Meeting of Shareholders; (ii) to present decision drafts for the items included or proposed to be included on the agenda of the General Meeting.

(2) The rights stated at paragraph (1) can be exercised only in writing, and the documents will be submitted in a closed envelope at the company's headquarters from Industrial Park Teraplast, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, respectively sent by any post form or fast delivery with receipt, by clearly mentioning on the envelope in capital letters "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016" or sent by

courier or by electronic means with the extended electronic signature attached, according to Low no. 455/2001 regarding electronic signature, to the e-mail address, secretariatCA@teraplast.ro, mentioning to the subject "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016".

(3) The shareholders can exercise their rights stated at paragraph (1) letter (i) and (ii) within 15 days from the date of publishing the present convocation letter, respectively by November 30 th 2016 at the latest. Each shareholder has the right to ask questions on the items from the agenda of the General Meeting of Shareholders, and the company will answer the questions asked by the shareholders during the Meeting. The questions will be submitted in a closed envelope at the company's headquarters from Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, respectively sent by any post form or fast delivery with receipt, by clearly mentioning on the envelope in capital letters "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016" or sent by courier or by electronic means with the extended electronic signature attached, according to Low no. 455/2001 regarding electronic signature to the e-mail address, secretariatCA@teraplast.ro, mentioning to the subject "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016", by December 14th 2016 inclusive.

The shareholders can participate in person or they can be represented in the General Meeting of Shareholders either by their legal representatives or by other representatives who were given a special power of attorney, according to the conditions of the art. 243 from the Law no. 297/2004 on the capital market. The shareholders' access is allowed with the simple proof of their identity, with their ID - for the individual shareholders or in the case of legal entities and legal representatives of the individual shareholders - with a special proxy given to the individual who represents them.

Shareholders may grant a proxy (power of attorney) generally valid for a period not exceeding three years, allowing the designated representative to vote on all issues under discussion in the general meetings of shareholders of the Company, provided that the proxy (power of attorney) to be given by the shareholder, as a client, to an intermediary, defined in Art. 2 para. (1) Section 14 of Capital Market Law no. 297/2004 or to a lawyer.

Shareholders may not be represented in the general meeting of the shareholders on the basis of a general power of attorney, by a person who is in a situation of conflict of interest, in accordance with Art. 243 paragraph 6 ind. 4 of Law no. 297/2004 regarding the capital market, text introduced by GEO no. 90/2004 amending and supplementing Law no. 297/2004 on the capital market.

General Proxies (powers of attorney) shall be submitted to the Company at least 48 hours before the general meeting, until December 13th 2016, 16:00 o'clock, in copies, and should include statements of compliance with the original, under the representative's signature. General proxies can also be sent by e-mail with extended electronic signature incorporated, according to the Low no. 455/2001 regarding electronic signature, to the e-mail address, secretariatCA@teraplast.ro, mentioning to the subject "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016".

The quality of shareholder and in the case of legal persons or entities without legal personality, the quality of legal representative is stated based on the list of shareholders of the Company from the date of reference, received from the Central Depository, or, in the case of different dates of the reference date/registration date, based on the following documents which will be presented to the issuer by the shareholder, issued by the Central Depositary or by the participants defined at the art. 168, alin. (1) letter b) of the law no. 297/2004, with the subsequent modifications and completions.

a) Statement of account from which to appear the quality of shareholder and the number of owned share;

b) Documents to prove the enlistment to the central depositary of the information regarding the legal representative;

Documents certifying the quality of a legal representative elaborated in a foreign language other than English must be accompanied by a translation made by a certified translator, into Romanian or English.

The above requirements apply correspondingly also to prove the quality of a legal representative of the shareholder who proposes the introduction of new points on the agenda of the general meeting of shareholders or who asks the issuer questions regarding points from the agenda of the general meeting of shareholders.

According to art. 14 paragraph 4) of NSC Regulation No. 6/2009, a shareholder may appoint only one person to represent him at a certain general meeting. However, if a shareholder holds shares of a company in several securities accounts, this restriction will not prevent him to appoint a separate representative for the shares held in each securities account with respect to a certain general meeting. This provision will not affect the provisions of par. (5) art. 14 of NSC Regulation no. 6/2009.

According to art. 14 paragraph 4, clause. 1 of NSC Regulation No. 6/2009, a shareholder may appoint by power of attorney one or more alternate representatives to assure representation in the general meeting, if the representative appointed under par. (4) is unable to fulfill its mandate. If the power of attorney designates several alternate representative will be determine the order in which they exercise their mandate.

The shareholders can also vote the items from the agenda by mail, the voting form, filled in and signed accordingly, shall be sent in a closed envelope to the company's headquarters from Teraplast Industrial Park DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, until December 13th 2016 by 16:00 PM, by clearly mentioning on the envelope in capital letters "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016". The voting forms can also be sent by e-mail with extended electronic signature incorporated, according to the Low no. 455/2001 regarding electronic signature, to the e-mail address, secretariatCA@teraplast.ro, mentioning to the subject "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016".

The vote by correspondence can be expressed by the representative only in the situation in which he received from the shareholder he represents a special/general proxy which will be deposited to the issuer in accordance with art. 243 alin. (63) of the Capital Market Law no. 297/2004, with the subsequent modifications and completions.

The special power of attorney forms which will be used for the vote by representation, as well as the forms used for the vote by mail will be made available to the shareholders both in Romanian and in English, at the company's headquarters from Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, during working days, between 08.00 – 16.30 and on the company's webpage: www.teraplast.ro, Category «Investors», Section «General Meeting of Shareholders», starting with November 14th 2016.

The special power of attorney forms and the voting bulletins by correspondence shall be submitted in original, either in Romanian, or English at the company's headquarters from Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, respectively sent by any post form or fast delivery with receipt, by December 13th 2016 16:00 PM, by clearly mentioning on the envelope in capital letters "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016", or can be sent by e-mail with extended electronic signature incorporated, according to the Low no. 455/2001 regarding electronic signature, to the e-mail address, secretariatCA@teraplast.ro, mentioning to the subject "FOR GENERAL MEETING OF SHAREHOLDERS from 15/16.12.2016".

One copy will be given to the representative, one will remain at the company and the third copy will be kept by the shareholder.

When filling the special power of attorney and the voting forms, it will account for the possibility of the GMS agenda to be completed with new points. In this case the updated special power of attorney and voting forms, both in Romanian and English can be obtained from the company's registry or from the website: www.teraplast.ro, Category "Investors", section "General Meeting of Shareholders", starting with the date of the publishing of the updated agenda.

In case the agenda is updated and the shareholders don't send the updated special power of attorney and voting forms, the special power of attorney and voting forms sent anterior the agenda completing will be take into consideration only for the points which are on the initial agenda.

The shareholders can also appoint their representative by electronic means, the notification of the assignment by electronic means can be made at the e-mail address secretariatCA@teraplast.ro, with their extended electronic signature attached, according to the Low no. 455/2001 regarding electronic signature.

The documents and information materials as well as the decision drafts on the problems from the agenda of the General Meeting of Shareholders will be available to the shareholders, both in English and Romanian, at the company's headquarters from Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, during working days, between 08:00 – 16:30 and on the company's webpage: www.teraplast.ro, Category «Investors», Section «General Meeting of Shareholders», starting with November 14th 2016.

In the event the validity conditions are not met at the first call to meeting, the next General Meeting of the Shareholders shall be convened for the date of December 16th 2016, the agenda, time and place being the same.

The list of information regarding name, city of residence and professional qualification of the proposed Directors will be available to shareholders, to be consulted and completed, at the company's headquarters from Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, during working days, between 08:00 – 16:30 and on the company's webpage: www.teraplast.ro, Category «Investors», Section «General Meeting of Shareholders», starting with November 14th 2016.

The deadline for the submission of applications by those interested is December 2 nd 2016 inclusive.

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.