AI assistant
Teraplast SA — AGM Information 2020
Aug 24, 2020
2298_iss_2020-08-24_eaf3fab9-f205-4e21-bca4-1ba0afb2b01b.pdf
AGM Information
Open in viewerOpens in your device viewer


CURRENT REPORT In accordance with Law no. 24/2017, and FSA Regulation nr.5/2018
Date of the report: 24 th August 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 lei Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP
Important events to be reported :
On August 24th 2020, starting with 10:00 AM, at Company's headquarters took place the Extraordinary 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 12th 2020, established as a reference date, the quorum consisting of 75.7142%, from the total of 1,337,805,018 voting rights related to the 1,337,805,018 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 Extraordinary General Meeting of Shareholders of the Company TERAPLAST S.A:
DECISION no. 1 dated August 24th, 2020 of the Extraordinary General Meeting of Shareholders of TERAPLAST S.A.
In pursuance of art.113 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 Extraordinary General
| TERA I | TeraPlast® | TeraSteel | TeraGlass | |
|---|---|---|---|---|
| PLAST | TeraPlast | TeraSteel | TeraPlast Recycling | |
| GROUP | Hungary | Serbia | wetterbest |

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 August 24th, 2020 at the company's headquarters, at 10:00 am, in a total quorum of 75.7142% of the total 1,337,805,018 voting rights corresponding to the 1,337,805,018 shares issued by TERAPLAST S.A., representing a total number of 1,012,908,896 votes expressed,
DECIDES
On the items of the agenda as follows:
1. Authorize the stock buyback (repurchase of its own shares) by Teraplast S.A., in accordance with the applicable legal provisions, as follows:
A number of maximum 5,500,000 shares with the par value of 0.1 RON/share at a minimum price equal to the BVB market price at the time of purchase and a maximum price of 0.45 RON/share, for a maximum period of 18 months from the publication date of the Extraordinary General Meeting resolution in the Official Gazette of Romania Part IV, within a stock option plan programme, with a view to implementing a remuneration system of the employees and executives of the Teraplast Group member companies, which should ensure the compliance with the principle of longterm performance and an employee loyalty programme.
The nominal value of the own shares thus repurchased may not exceed along with any other own shares owned by Teraplast S.A. the 10% limit threshold of Teraplast S.A.'s subscribed share capital.
The payment of the repurchased shares is made out of the distributable profit or the company's available reserves, recorded in the last annual financial statement approved, except for legal reserves, according to provisions of article 103 (1) of Law No. 31/1990, as updated.
Voting structure: 100% for, 0% against, 0% abstention
2. Approves to appoint the company's Board of Directors for the enforcement and fulfilment of the stock buyback resolution according to item 1 on the EGMS agenda.
Voting structure: 100% for, 0% against, 0% abstention
3. Authorize the Chairman of the Board of Directors, Mr. Dorel Goia, to sign, for and on behalf of all the shareholders present at the meeting, the EGMS Decision.
Voting structure: 100% for, 0% against, 0% abstention
| TERA | TeraPlast | TeraSteel | TeraGlass | |
|---|---|---|---|---|
| PLAST | TeraPlast | TeraSteel | webberbest | TeraPlast |
| GROUP | Hungary | Serbia |

4. Authorize the company's legal adviser, Mrs. Kinga Vaida, to do everything that is necessary as to record the EGMS Decision at the Trade Register of Bistrita-Nasaud Court, and to publish such decision in the Official Gazette of Romania, Section 4.
Voting structure: 100% for, 0% against, 0% abstention
Chairman of the Board of Directors
Dorel Goia
If you need any further information feel free to contact us on Tel. +4 0741 270 439 or e-mail: [email protected] Contact person Alexandra Sica – PR Manager & IRO
