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Teraplast SA AGM Information 2016

Dec 15, 2016

2298_iss_2016-12-15_ea02d23b-3c50-4457-96c8-6ae1ed873207.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: December 15th 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 December 15th 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 December 5th 2016, established as a reference date, the quorum consisting of 66.46%, from the total of 565,273,576 voting rights related to the 566,432,660 shares issued by the Company.

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 December 15th 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 December 15th 2016 at the headquarter of the Company, at 16:00 PM, with a quorum of 66.46% from the total of 565.273.576 voting rights related to the 566.432.660 shares issued by the Company TERAPLAST S.A., representing a total number of 375.693.052 votes expressed,

DECIDES

On the items on the AGENDA, as follows:

1. Approves the election as Non-Executive Directors of the Company, of the following persons, his mandate being valid beginning with nomination day until October 6th 2017.

1.1. Director Mircea Hotoleanu

Structure of the vote: 100% for, 0% against, 0% abstaining

2. Empowers Mr. Dorel Goia and Mrs. Magda-Eugenia Palfi-Tirau to negotiate manager's contract of mandate and to sign it, either of the two, in the name and on behalf of the Company.

Structure of the vote: 100% for, 0% against, 0% abstaining

3. Establishes the date January 10th 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

4. Approves the date January 09th 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

5. 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

6. Empowers the legal adviser, 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 OGMS Decision at the Trade Register of Bistrita-Nasaud Law Court 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 December 15th 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.