AGM Information • Apr 29, 2025
AGM Information
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In accordance with Law No. 24/2017 republished and Regulation No. 5/2018 of the Financial Supervisory Authority (ASF)
Date of the Report: 29.04.2025
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 240.120.035,80
Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard category
Stock symbol: TRP
On April 29, 2025, starting with 10:00 AM, respectively 10:45 AM, at Company's headquarters, as well as by participation by electronic means, took place the Ordinary and Extraordinary General Meetings of Shareholders, which were 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 Ordinary and Extraordinary General Meeting of Shareholders of the Company 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, 1 Teraplast Way, Bistrita-Nasaud County, registered at the Trade Register under no. J06/735/1992, VAT no. 3094980, legally and statutorily held on April 29, 2025, at the Company's headquarters, as well as by participating by electronic means, in the personal presence, by representative as well as by expressing votes by correspondence, in quorum, at the opening of the meeting at 10:00 (Romania time), of



73,344064% (respectively 1,761,137,932 voting rights) of the total of 2.401.200.358 voting rights related to the 2.401.200.358 shares issued by the Company,
Structure of the vote: with a number of 1.760.274.653 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.274.653 shares representing 73,308112% of the Company's share capital, Item 1 of the agenda has been approved as follows: 1.756.760.990 votes for, representing 1.756.760.990 voturi pentru, reprezentând 99,800391% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.513.663 votes against, representing 0,199609% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 746.233 abstentions.
Structure of the vote: with a number of 1.761.050.415 validly expressed votes for this item of the agenda, corresponding to a number of 1.761.050.415 shares representing 73,340419% of the Company's share capital, Item 2 of the agenda has been approved as follows: 1.759.323.695 votes for, representing 99,901949% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 1.726.720 votes against, representing 0,098051% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 23.517 abstentions.
Structure of the vote: with a number of 1.760.291.471 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.291.471 shares representing 73,308813% of the Company's share capital, Item 3 of the agenda has been approved as follows: 1.756.777.808 votes for, representing 99,800393% of the votes expressed by the shareholders who were present, represented or who voted by correspondence;




3.513.663 votes against, representing 0,199607% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 782.461 abstentions.
Structure of the vote: with a number of 1.760.309.685 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.309.685 shares representing 73,309571% of the Company's share capital, Item 4 of the agenda has been approved as follows: 1.756.782.842 votes for, representing 99,799646% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.526.843 votes against, representing 0,200354% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 764.247 abstentions.
Structure of the vote: with a number of 1.760.129.810 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.129.810 shares representing 73,302080% of the Company's share capital, Item 5 of the agenda has been approved as follows: 1.717.121.898 votes for, representing 97,556549% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 43.007.912 votes against, representing 2,443451% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 937.951 abstentions.
Structure of the vote: with a number of 1.760.016.213 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.016.213 shares representing 73,297349% of the Company's share capital, Item 6 of the agenda has been approved as follows: 1.668.014.226 votes for, representing 94,772663% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 92.001.987 votes against, representing 5,227337% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 1.055.645 abstentions.




Structure of the vote: with a number of 633.026.081 validly expressed votes for this item of the agenda, corresponding to a number of 633.026.081 shares representing 26,362901% of the Company's share capital, Item 7 of the agenda has been approved as follows: 628.925.547 votes for, representing 99,352233% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 4.100.534 votes against, representing 0,647767% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 1.127.974.056 abstentions.
Of the 1.127.974.056 abstentions, 1.127.424.114 are given by the company's directors who also have the quality of shareholders.
Structure of the vote: with a number of 1.760.567.968 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.567.968 shares representing 73,320328% of the Company's share capital, Item 8 of the agenda has been approved as follows: 1.736.536.892 votes for, representing 98,635038% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 24.031.076 votes against, representing 1,364962% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 505.964 abstentions.
Structure of the vote: with a number of 1.760.638.250 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.638.250 shares representing 73,323255% of the Company's share capital, Item 9 of the agenda has been approved as follows: 1.756.892.423 votes for, representing 99,787246% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.745.827 votes against, representing 0,212754% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 435.682 abstentions.




The remuneration for participation in the Committees cannot exceed 100% of the fixed annual allowance and cannot be in the form of shares.
Structure of the vote: with a number of 1.760.219.254 validly expressed votes for this item of the agenda, corresponding to a number of 1.760.219.254 shares representing 73,305805% of the Company's share capital, Item 10 of the agenda has been approved as follows: 1.732.020.227 votes for, representing 98,397982% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 28.199.027 votes against, representing 1,602018% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 844.678 abstentions.
Structure of the vote: with a number of 1.740.490.311 validly expressed votes for this item of the agenda, corresponding to a number of 1.740.490.311 shares representing 72,484177% of the Company's share capital, Item 11 of the agenda has been approved as follows: 1.671.014.456 votes for, representing 96,008260% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 69.475.855 votes against, representing 3,991740% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 20.347.041 abstentions.
Structure of the vote: with a number of 1.740.689.000 validly expressed votes for this item of the agenda, corresponding to a number of 1.740.689.000 shares representing 72,492451% of the Company's share capital, Item 12 of the agenda has been approved as follows: 1.651.812.782 votes for, representing 94,894193% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 88.876.218 votes against, representing 5,105807% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 20.389.032 abstentions.




13. Approves the appointment of the Company's auditor for the purpose of carrying out sustainability reporting/ sustainability declaration assurance services of Deloitte Audit S.R.L., for a term of 1 year from the date of adoption of the OGMS decision, with a remuneration of 32.640 euro.
Structure of the vote: with a number of 1.740.630.350 validly expressed votes for this item of the agenda, corresponding to a number of 1.740.630.350 shares representing 72,490009% of the Company's share capital, Item 13 of the agenda has been approved as follows: 1.651.617.086 votes for, representing 94,886148% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 89.013.264 votes against, representing 5,113852% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 20.387.682 abstentions.
Structure of the vote: with a number of 1.761.074.958 validly expressed votes for this item of the agenda, corresponding to a number of 1.761.074.958 shares representing 73,341442% of the Company's share capital, Item 14 of the agenda has been approved as follows: 1.757.452.988 votes for, representing 99,794332% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.621.970 votes against, representing 0,205668% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.074 abstentions.
Structure of the vote: with a number of 1.761.070.032 validly expressed votes for this item of the agenda, corresponding to a number of 1.761.070.032 shares representing 73,341236% of the Company's share capital, Item 15 of the agenda has been approved as follows: 1.757.310.316 votes for, representing 99,786510% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.759.716 votes against, representing 0,213490% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 8.000 abstentions.
16. Appointing the Company's legal counsel, Mrs. Kinga Vaida, to carry out all formalities concerning the OGM recording with the Trade Register Office attached to Bistrita-Nasaud Court and its publication in the Official Gazette of Romania, Part IV.




Structure of the vote: with a number of 1.761.074.832 validly expressed votes for this item of the agenda, corresponding to a number of 1.761.074.832 shares representing 73,341436% of the Company's share capital, Item 16 of the agenda has been approved as follows: 1.757.454.212 votes for, representing 99,794409% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 3.620.620 votes against, representing 0,205591% of the votes expressed by the shareholders who were present, represented or who voted by correspondence; 1.000 abstentions.
❖
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, legally and statutorily held on April 29, 2025, at the Company's headquarters, as well as by participating by electronic means, in the personal presence, by representative as well as by expressing votes by correspondence, in quorum, at the opening of the meeting at 10:45 (Romania time), of 73,303989% (respectively 1.760.175.639 voting rights) of the total of 2.401.200.358 voting rights related to the 2.401.200.358 shares issued by the Company,
1. Approves the increase of the share capital by RON 60,030,009, from the current amount of RON 240,120,035.80 to RON 300,150,044.80, through the issuance of 600,300,090 new shares with a par value of RON 0.10/share, and the establishment of a price of 0.4912 RON for the compensation of the fractions of shares resulting from the application of the algorithm and the rounding of the results to the whole lower number, in accordance with the legal provisions in force. The share capital increase will be done by incorporating the RON 60,030,009 amount from the share premium amounting to RON 77,770,000 constituted following the share



capital increase pursuant to the Extraordinary General Shareholders' Meeting Resolution no. 1 dated 27.06.2024. The newly issued shares shall not change the shareholders' equity and shall be distributed free of charge to all the Company's shareholders registered in the Company's Shareholders Register kept by the Central Depository (Depozitarul Central S.A.) as at the record date. The capital increase shall be done to support the Company's current activity. Each shareholder registered in the Company's Shareholders Register as at the record date will be allocated 1 free share for approximately 3.99 shares resulting from the mathematical calculation of the ratio between the number of newly issued shares and the number of existing shares.
Voting structure: With a participation of 1.760.175.639 voting rights for this item on the agenda, corresponding to a number of 1.760.175.639 shares representing 73,303989% of the Company's share capital, Item 1 of the agenda has been approved as follows: 1.760.103.745 votes for, representing 99,995916% of the votes held by the shareholders who were present or represented or who voted by correspondence; 25.943 votes against, representing 0,001474% of the votes held by the shareholders who were present or represented or who voted by correspondence; 45.951 abstentions; 0 unexpressed votes.
(1) The subscribed and paid-up share capital of TERAPLAST S.A. is of RON 240,120,035.80 divided into 2,401,200,358 registered shares with a nominal value of RON 0.1 each."
Voting structure: With a participation of 1.760.175.639 voting rights for this item on the agenda, corresponding to a number of 1.760.175.639 shares representing 73,303989% of the Company's share capital, Item 2 of the agenda has been approved as follows: 1.760.084.613 votes for, representing 99,994829% of the votes held by the shareholders who were present or represented or who voted by correspondence; 25.943 votes against, representing 0,001474% of the votes held by the shareholders who were present or represented or who voted by correspondence; 45.951 abstentions; 19.132 unexpressed votes.
3. Approves to maintain the maximum limit of indebtedness of RON 300,000,000 the company can contract during the period from 29.04.2025 to 29.04.2026, and approving the guarantee for the credit and/or lease agreements to be accessed within the set limit, by real estate collaterals/securities, assignment of present




and future debt rights, assignments related to current and future availabilities resulting from current accounts, and assignments of rights resulting from insurance policies.
Voting structure: With a participation of 1.760.175.639 voting rights for this item on the agenda, corresponding to a number of 1.760.175.639 shares representing 73,303989% of the Company's share capital, Item 3 of the agenda has been approved as follows: 1.760.030.426 votes for, representing 99,991750% of the votes held by the shareholders who were present or represented or who voted by correspondence; 40.345 votes against, representing 0,002292% of the votes held by the shareholders who were present or represented or who voted by correspondence; 42.038 abstentions; 62.830 unexpressed votes.
4. Approvesto maintain the maximum limit of indebtedness, additional to the limitation provided at item 3 above, which the company can contract from 29.04.2025 to 29.04.2026, of RON 135,000,000, to be used (if that should be the case) only to secure the loans of subsidiaries and approving the securing of credit and/or lease agreements to be accessed by subsidiaries, within the set limit, by real estate collaterals/ securities, assignment of present and future debt rights, assignments related to current and future availabilities, resulting from current accounts, and assignments of rights resulting from insurance policies.
Voting structure: With a participation of 1.760.175.639 voting rights for this item on the agenda, corresponding to a number of 1.760.175.639 shares representing 73,303989% of the Company's share capital, Item 4 of the agenda has been approved as follows: 1.739.736.555 votes for, representing 98,838804% of the votes held by the shareholders who were present or represented or who voted by correspondence; 20.349.946 votes against, representing 1,156132% of the votes held by the shareholders who were present or represented or who voted by correspondence; 86.138 abstentions; 3.000 unexpressed votes.
5. Entrusting the Board of Directors to carry out, up to the maximum limit of indebtedness approved, in the name of and for the Company, all actions and approaches required or useful for the purposes of fulfilling what has been approved according to items 3 and 4 above. In this respect, the Board of Directors shall issue decisions on:





Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 5 of the agenda has been approved as follows: 1.756.548.621 votes for, representing 99,784249% of the votes held by the shareholders who were present or represented or who voted by correspondence; 3.751.852 votes against, representing 0,213131% of the votes held by the shareholders who were present or represented or who voted by correspondence; 46.121 abstentions; 0 unexpressed votes.
6. Authorize the acquisition by Teraplast S.A., through a repurchase programme carried out through transactions on the BVB regulated market, in accordance with the applicable legal provisions, of a maximum of 2,868,497 own shares with a nominal value of RON 0.1/share at a minimum price equal to the BVB market price at the time of the acquisition and a maximum price equal to the higher of the price of the last independent transaction and the highest price at the respective time of the independent purchase offer on the BVB, which shall not exceed RON 1.00/share, for a maximum period of 18 months from the date of registration of the EGM resolution in the Trade Register. The own shares thus acquired will be offered within the framework of a stock option plan, in order to implement a remuneration system for employees, members of the management of Teraplast Group companies and the Company's executive directors, which will ensure compliance with the principle of long-term performance and a staff loyalty programme ("SOP").
The nominal value of the own shares thus repurchased may not, together with any other own shares held by Teraplast S.A., exceed the threshold of 10% of the subscribed share capital of Teraplast S.A.
The payment of the repurchased shares shall be made from the distributable profit or the available reserves of the company, recorded in the last approved annual financial statement, with the exception of the legal reserves, in accordance with the provisions of Article 103 ind.1 of Law no. 31/1990, updated.
Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 6 of the agenda has been approved as follows: 1.688.174.238 votes for, representing 95,900105% of the votes held by the shareholders who were present or represented or who voted by correspondence; 72.128.661 votes against, representing 4,097412% of the votes held by the shareholders who were present or represented or who voted by correspondence; 43.695 abstentions; 0 unexpressed votes.




Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 7 of the agenda has been approved as follows: 1.688.147.138 votes for, representing 95,898566% of the votes held by the shareholders who were present or represented or who voted by correspondence; 72.131.961 votes against, representing 4,097600% of the votes held by the shareholders who were present or represented or who voted by correspondence; 33.395 abstentions; 34.100 unexpressed votes.
8. Approves the 25th of September 2025 as record date (the date used to identify the shareholders who will be impacted by the effects of the resolutions adopted by the Extraordinary General Meeting) and the 24th of September 2025 as "ex date" (the date prior to the record date on which the financial instruments subject to the resolutions of the corporate bodies are traded without the rights deriving from the resolution).
Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 8 of the agenda has been approved as follows: 1.756.723.501 votes for, representing 99,794183% of the votes held by the shareholders who were present or represented or who voted by correspondence; 3.506.511 votes against, representing 0,199194% of the votes held by the shareholders who were present or represented or who voted by correspondence; 21.763 abstentions; 94.819 unexpressed votes.
Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 9 of the agenda has been approved as follows: 1.760.070.655 votes for, representing 99,984325% of the votes held by the shareholders who were present or represented or who voted by correspondence; 152.357votes against, representing 0,008655% of the votes held by the shareholders who were present or represented or who voted by correspondence; 21.763 abstentions; 101.819 unexpressed votes.
Voting structure: With a participation of 1.760.346.594 voting rights for this item on the agenda, corresponding to a number of 1.760.346.594 shares representing 73,311108% of the Company's share capital, Item 10 of the agenda has been approved as follows: 1.760.042.765 votes for, representing 99,982740% of the votes held by the shareholders who were present or represented or who voted by correspondence; 152.357 votes against, representing 0,008655% of the votes held by the shareholders who were present or represented or who voted by correspondence; 46.763 abstentions; 104.709 unexpressed votes.




11. Appointing 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 1.760.176.588 voting rights for this item on the agenda, corresponding to a number of 1.760.176.588 shares representing 73,304028% of the Company's share capital, Item 11 of the agenda has been approved as follows: 1.756.375.133 votes for, representing 99,784030% of the votes held by the shareholders who were present or represented or who voted by correspondence; 3.506.511 votes against, representing 0,199214% of the votes held by the shareholders who were present or represented or who voted by correspondence; 39.050 abstentions; 255.894 unexpressed votes.
Alexandru Stânean
Should you need any further information, we are at your service via e-correspondence at [email protected] or by phone at +40 741 270 439 – Contact person: Alexandra Sica.



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