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Teraplast SA AGM Information 2019
2298_iss_2019-09-02_cb751b10-c353-431b-888b-cda1f80cf862.pdf
AGM Information
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CURRENT REPORT
In accordance with Law no. 24/2017, and FSA Regulation nr.5/2018
Date of the report: September 02nd 2019 Name of the issuing company: TERAPLAST S.A. Registered office: village Saratel, Sieu-Magherus commune, DN 15A, km 45 + 500, county Bistrita-Nasaud Phone number: 0374/461.529 Fax number: 0263/231.221 Trade Register No.: J06/735/1992 VAT number: RO3094980 Subscribed and paid-up share capital: RON 107.024.527,40 Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP
Important events to be reported :
On September 02nd 2019, starting with 15:30 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 August 21 st 2019, established as a reference date, the quorum consisting of 60,5362%, from the total of 1.066.673.824 voting rights related to the 1.070.245.274 shares issued by the Company.
During the Ordinary General Meeting of Shareholders were elected the new members of the Board of Directors of TeraPlast and at the same time, were elected the internal financial auditor and the external financial auditor of the Company.
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, Razvan Stefan Lefter, Magda-Eugenia Palfi, Alexandru Stanean, Liviu Ciupe.
At the first mandate in the Board of Directors of TeraPlast, Liviu Ciupe, an engineer by profession, is an entrepreneur with extensive managerial experience. He is currently Chairman of the Rematinvest holding and co-partner of Scholz Recycling in Romania.
In order to ensure a complete and correct information of shareholders and potential investors, we reproduce the content of the decisions of the Extraordinary General Meeting of Shareholders of the Company TERAPLAST S.A:
| TERA ZATeraPlast | TeraSteel | 11 TeraGlass | ||
|---|---|---|---|---|
| PLAST | TeraSteel | TeraPlast Recycling | ||
| GROUP | TeraPlast® | Serbia | wecterbest |
DECISION no. 1 dated September 02nd, 2019 of the Ordinary General Meeting of Shareholders of TERAPLAST S.A.
In pursuance of art.111 and the following of Companies Law 31/1990 as amended to date, of the Articles of Association of TERAPLAST S.A., of Law no. 24/2017, and the NSC Regulation no. 5/2018, the Ordinary General Meeting of Shareholders of the company TERAPLAST S.A., headquartered in village Săraţel, commune Șieu-Magheruș, DN 15A, km 45+500, Bistrita-Nasaud County, registered at the Trade Register under no. J06/735/1992, VAT no. 3094980, held on September 02nd, 2019 at the company's headquarters, at 3:30 pm, in a total quorum of 60.5362% of the total 1,066,673,824 voting rights corresponding to the 1,070,245,274 shares issued by TERAPLAST S.A.,
DECIDES
On the items of the agenda as follows:
1. Approves the election as administrators of the Company, of the following persons:
1.1. Administrator Mr. Dorel Goia Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
1.2. Administrator Mr. Razvan Stefan Lefter Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
1.3. Administrator Mrs. Magda Eugenia Palfi Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
1.4. Administrator Mr. Alexandru Stanean Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
1.5. Administrator Mr. Liviu Ciupe Valid votes expressed: 501.273.166 Structure of the vote: 100% for, 0% against, 0% abstaining
2. Approves that the validity of the mandate of the Board members to be of 1 (one) year starting from September 14th, 2019, respectively from September 14th , 2019 until September 14th, 2020.
Valid votes expressed: 645.723.753
| TeraPlast wecterbest GROUP Serbia |
|---|
| ---------------------------------------------- |
Structure of the vote: 100% for, 0% against, 0% abstaining
3. Approves the election as an external financial auditor of the company of DELOITTE AUDIT S.R.L. headquartered in București, Sector 1, The Mark Building, Calea Griviței, no. 84-98 and 100-102, floor 8 and floor 9, registered with the Trade Register of Bucharest Court under no. J40/6775/1995, VAT no. RO7756924, company certified to develop financial audit activities and other related activities - member of CAFR BUCURESTI with authorization no. 25 / 25.06.2001, according to the authorization series FA 19 TEMP No. 02 / 31.01.2019, issued by the Authority for the Public Supervision of the Statutory Audit Activity (APSSAA).
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
4. Approves the election as an internal financial auditor of the company of JP Auditors & Advisors S.R.L. headquartered in Cluj-Napoca, Piata Avram Iancu no. 15 C, Cluj County, registered with the Trade Register of Cluj Court under no. J12/1894/2009, VAT no. 26097382, company certified to develop financial audit activities and other related activities – member of CAFR BUCURESTI with authorization no 944 / 04.12.2009.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
5. Approves that the validity of the mandate of the external financial auditor and the mandate of the internal financial auditor to be 2(two) years, starting from the date of adoption of this decision, respectively from September 02nd, 2019 until September 02nd, 2021.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
6. Approves the remuneration for the external financial auditor and for the internal financial auditor.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
7. Approves the striking off from the Trade Register of Bistrita-Năsăud of the mentions concerning the auditor whose appointment will not be extended, if applicable.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
8. Approves mandating Mr Dorel Goia and Mr Alexandru Stânean to negotiate and any of them to sign the administrative contracts of the directors and the contracts with the external financial auditor and with the
| TeraPlast | TeraSteel | 11 TeraGlass | |
|---|---|---|---|
| TeraPlast" Hungary | TeraSteel Serbia |
wetterbest | TeraPlast Recycling |
internal financial auditor, in the name and on behalf of the Company.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
9. Authorizes Mr Dorel Goia, to sign, for and on behalf of all the shareholders present at the meeting, the OGMS Decision.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
10. Authorizes the company's legal adviser, Mrs Diana Octavia Bretfelean, to do everything that is necessary as to record the OGMS Decision at the Trade Register of Bistrita-Nasaud Court, and to publish such decision in the Official Gazette of Romania, Section 4.
Valid votes expressed: 645.723.753 Structure of the vote: 100% for, 0% against, 0% abstaining
Chairman of the Board of Directors
Dorel Goia
For additional information please contact us at the phone number +4 0741 270 439, e-mail: [email protected], contact person Alexandra Șica – Manager PR.
| TERA : | TeraPlast | TeraSteel | 1 TeraGlass' | |
|---|---|---|---|---|
| PLAST | TeraSteel | TeraPlast Recycling | ||
| GROUP | TeraPlast Hungary |
Serbia | wecterbest | |