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Teraplast SA — AGM Information 2020
Nov 27, 2020
2298_iss_2020-11-27_af2370b0-76be-4de0-b44a-0297d1c8c33c.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: 27.11.2020 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: 0263/238.202 Fax number: 0263/231.221 Trade Register No.: J06/735/1992 VAT number: RO3094980 Subscribed and paid-up share capital: RON 174,320,047.8 Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP
Important events to be reported :
On November 27, 2020, starting with 10:00 AM, at Company's headquarters, the Ordinary General Meeting of Shareholders took place, which was legally and statutory constituted at first convocation. During this meeting participated in person and also through voting by correspondence, the shareholders registered in the Shareholders Register held by Central Depository, at November 16, 2020, established as a reference date, the quorum consisting of 69,7619% of the total 1.743.199.512 voting rights related to the 1.743.200.478 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 27.11.2020
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. (the "Company"), of Law no. 24/2017, and the ASF Regulation no. 5/2018, the Ordinary General Meeting of Shareholders ("OGMS") of the Company, 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 27.11.2020, at the Company's headquarters, at 10:00 (Romania time), in a total quorum of 69,7619% of the total 1.743.199.512 voting rights corresponding to the 1.743.200.478 shares issued by TERAPLAST S.A., representing a total number of 1.216.088.883 validated votes expressed,
DECIDES
On the items of the agenda as follows:
- Approves the individual interim financial statements of Teraplast SA, for the nine-months period ending 30.09.2020 (namely for the period 01.01.2020-30.09.2020), based on the Report of the Company's Board of Directors and the auditor's report.
Voting structure: 98,53% in favour, out of the votes attending the meeting, 1,03% against, out of the votes attending the meeting, 0,44% abstention, out of the votes attending the meeting.
- Approves the net profit distribution corresponding to individual interim financial statements of Teraplast SA for the nine-month period ending on 30.09.2020, and approves the distribution of dividends in total amount of RON 45,323,187.31, the gross dividend/share proposed being of RON 0.0260*.
*Upon calculating the amount of the gross dividend per share it was considered the number of shares issued by the company, out of which 966 shares were subtracted from the Company's account (following the use of an algorithm and rounding the results down to the next lowest integer as a result of processing the share capital increase, conducted on the basis of the E.G.M.S. Decision no. 1/29.04.2020) which the Company is currently holding, taking into account that own shares do not give a right of holding dividends or other rights.
Voting structure: 99,56% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0,44% abstention, out of the votes attending the meeting.
3. Approves the date of December 16th 2020, as the registration date when the shareholders affected by the decisions adopted by the Ordinary General Meeting of Shareholders shall be identified, according to Article 86 paragraph (1) of Law no. 24/2017.
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
- Approves the date of December 15th 2020 as "ex-date", namely the day preceding the date of registration on which the financial instruments subject to the decisions of the company's executives are traded without the rights deriving from the decision, in accordance with Article 2 paragraph (2) item l) of Regulation no. 5/2018.
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
- Approves the date of December 24th 2020 as payment date, as defined by Article 86 par. 2 of Law no. 24/2017, Article 2 par. (2) item h) and Article 178 of Regulation no. 5/2018.
| 'FD A | TeraPlast | TeraSteel | N TeraGlass | A TeraPlast |
|---|---|---|---|---|
| PLAST | TeraPlast | TeraSteel | Recycling | |
| GROUP | Hungary | Serbia | wetterbest |
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
- Authorizes the Board of Directors for the execution of the decisions adopted by the Ordinary General Meeting of Shareholders.
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
- Authorizes the Chairman of the Board of Directors, Mr. Dorel Goia, to sign, for and on behalf of all shareholders present at the Meeting, the OGM decision.
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
- Authorizes the Company's legal counsel, Mrs. Kinga Vaida, to fulfil any and all formalities concerning the recording of the OGM decision at the Trade Register Office attached to Bistrita-Nasaud court and its publishing in the Official Gazette of Romania, Part IV.
Voting structure: 100% in favour, out of the votes attending the meeting, 0% against, out of the votes attending the meeting, 0% abstention, out of the votes attending the meeting.
Chairman of the Board of Directors
Dorel Goia
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