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Teraplast SA

AGM Information Mar 11, 2024

2298_iss_2024-03-11_9a8b771d-9475-4b3d-85e7-a643a1033885.pdf

AGM Information

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CURRENT REPORT

In accordance with Law No. 24/2017 republished and Regulation No. 5/2018 of the Financial Supervisory Authority (ASF)

Date of the Report: 11.03.2024

Name of issuing company: TERAPLAST S.A.

Registered office: Sărățel village, Șieu-Măgheruș commune, 1 Teraplast Way, Bistrița-Năsăud county

Telephone/Fax: 0263/238.202; 0263/231.221

Trade Register Office Number: J06/735/1992

Tax Identification Number: 3094980

Subscribed and paid-up share capital: RON 217.900.035,80

Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard category

Stock symbol: TRP

Significant events to report:

On March 11, 2024, starting with 10:00 AM, at Company's headquarters, as well as by participation by electronic means, took place the Extraordinary General Meeting of Shareholders, which was legally and statutory constituted at first convocation.

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 March 11, 2024

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. (the "Company"), of Law no. 24/2017, and the ASF Regulation no. 5/2018, the Extraordinary General Meeting of Shareholders ("EGMS") of the Company, headquartered in village Săraţel, commune Șieu-Magheruș, 1 Teraplast Way, registered at the Trade Register under no. J06/735/1992, VAT no. 3094980, held on March 11, 2024, at the Company's headquarters, as well as by participating by electronic means, at 10:00 (Romania time), in a total quorum of 74,139120% of the total 2.176.235.748 voting rights corresponding

to the 2.179.000.358 shares issued by TERAPLAST S.A., representing a total number of 1.613.442.036 votes expressed,

DECIDES

On the items of the agenda as follows:

1. Approve the acquisition by Teraplast S.A. from Mr. Hans-Jürgen Uhl, Ms. Sabine Uhl, Ms. Jennifer Uhl and Ms. Janine Uhl ("Sellers") of the shares held by them, directly or indirectly, in the companies mentioned below (the "Transaction"), respectively:

  • a. All shares held directly by the Sellers in WF Kunststoff Handels GmbH, a company based in Wiener Neustadt, Austria, registration number FN 596655 i (representing 100% of the share capital of WF Kunststoff Handels GmbH);
  • b. All shares held directly by the Sellers in Wolfgang Freiler GmbH & Co KG, a company with its registered office in Wiener Neustadt, Austria, registration number FN 611503 w (representing 100% of the share capital of Wolfgang Freiler GmbH & Co KG).
  • c. All shares held directly by Ms Janine Uhl in Itraco GmbH, a company based in Wiener Neustadt, Austria, registration number FN 117077 y (representing 100% of the share capital of Itraco GmbH).
  • d. All shares held by the Sellers indirectly in Polytech Industrie Kft. a company with its registered office in Fertőszentmiklós, Hungary, registered at the Györ Trade Register under no. 08-09-001585, 100% owned by Wolfgang Freiler GmbH & Co KG .
  • e. All shares held by the Sellers indirectly in Sörgyári Ipari Park Kft. a company based in Nagykanizsa, Hungary, registered at the Zalaegerszeg Trade Register under no. 20-09-072859, 80% owned by Polytech Industrie Kft.
  • f. All shares held by the Sellers indirectly in Pro-Moulding Kft. a company based in Nagykanizsa, Hungary, registered at the Györ Trade Register under no. 08-09-027786, 100% owned by Itraco GmbH.

The total price to be paid by the Company to the Sellers for all the shares referred to in this item will be EUR 16,530,000.00, to which an earn-out mechanism based on the consolidated EBITDA performance of the group of the companies referred to at a) to f) above is added.

Voting structure: With a participation of 1.613.442.036 valid votes for this item on the agenda, corresponding to a number of 1.613.442.036 shares representing 74,139120% of the Company's total number of voting rights, Item 1 of the agenda has been approved as follows: 1.588.122.424 votes for, representing 98,430708% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 72,975661% of the Company's total number of voting rights; 23.785.068 votes against, representing

1,474182% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 1,092945% of the Company's total number of voting rights; 48.040 abstentions; 1.486.504 unexpressed votes.

2. Empowers the Board of Directors of the Company to fulfil the resolutions adopted by the EGMS, by taking all measures and signing all the necessary documents in order to finalize the Transaction and by fulfilling each and all conditions and formalities necessary for its completion.

Voting structure: With a participation of 1.613.442.036 valid votes for this item on the agenda, corresponding to a number of 1.613.442.036 shares representing 74,139120% of the Company's total number of voting rights, Item 2 of the agenda has been approved as follows: 1.611.681.124 votes for, representing 99,890860% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 74,058205% of the Company's total number of voting rights; 227.658 votes against, representing 0,014110% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 0,010461% of the Company's total number of voting rights; 48.000 abstentions; 1.485.254 unexpressed votes.

3. Authorises the Chairman of the Extraordinary General Meeting of Shareholders of the Company to sign, for and on behalf of all the shareholders present at the meeting, the EGMS resolutions.

Voting structure: With a participation of 1.613.442.036 valid votes for this item on the agenda, corresponding to a number of 1.613.442.036 shares representing 74,139120% of the Company's total number of voting rights, Item 3 of the agenda has been approved as follows: 1.611.666.338 votes for, representing 99,889943% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 74,057525% of the Company's total number of voting rights; 229.958 votes against, representing 0,014253% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 0,010567% of the Company's total number of voting rights; 48.000 abstentions; 1.497.740 unexpressed votes.

4. Authorises the Company's legal counsel, Mrs. Kinga Vaida, to carry out all formalities concerning the EGM recording with the Trade Register Office attached to Bistrita-Nasaud Court and its publication in the Official Gazette of Romania, Part IV.

Voting structure: With a participation of 1.613.442.036 valid votes for this item on the agenda, corresponding to a number of 1.613.442.036 shares representing 74,139120% of the Company's total number of voting rights, Item 4 of the agenda has been approved as follows: 1.611.669.888 votes for, representing 99,890164% of the votes held by the shareholders who were present or represented or who voted by correspondence, namely 74,057688% of the Company's total number of voting rights; 226.408 votes against, representing 0,014033% of the votes held by the shareholders who were present or represented or who voted by

correspondence, namely 0,010404% of the Company's total number of voting rights; 0 abstentions; 1.545.740 unexpressed votes.

Chairman of the meeting,

Alexandru Stânean

Should you need any further information, we are at your service via e-mail at [email protected] or by phone at +40 741 270 439 – Contact person: Alexandra Sica.

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