Teraplast SA — Audit Report / Information 2023

Jul 28, 2023

CURRENT REPORT

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

Date of report: 28.07.2023

Name of issuing company: TERAPLAST S.A.

Registered office: Saratel village, Sieu-Magherus commune, 1 Teraplast Way, Bistrita–Nasaud 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: 217.900.035,80 lei

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

Stock symbol: TRP

Significant events to report:

In accordance with provisions of art. 144 item B of the Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, TeraPlast S.A. is submitting for publication the Auditor's report containing the transactions reported pursuant to art. 108 of Law no. 24/2017, during the first semester of 2023.

The attached material includes both the auditor's report and the report on the transactions reported during the first semester of 2023, to be examined by interested parties.

ALEXANDRU STANEAN

_________________

TeraPlast S.A. CEO

If you need any further information, feel free to email us at investor.relations@teraplast.ro or call +40 741 270 439 – Contact person: Alexandra Sica.

Deloitte Audit S.R.L. Clădirea The Mark Tower, Calea Griviței nr. 82-98, Sector 1, 010735 București, România

Tel: +40 21 222 16 61 Fax: +40 21 222 16 60 www.deloitte.ro

INDEPENDENT LIMITED ASSURANCE REPORT ON THE INFORMATION INCLUDED IN THE CURRENT REPORT PREPARED BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF LAW NO. 24/2017, AS REVISED, AND FSA REGULATION NO. 5/2018

To: Board of Director

We have been contracted by Teraplast SA (herein after referred to as "the Company") in order to report according to the requirements of Law no. 24/2017 on issuers of financial instruments and market operations, as revised (herein after referred to "Law no. 24/2017") on the information included in the accompanying current report (dated 14.03.2023) ("Current Report"), which was prepared by the Company in accordance with article 108 of Law no. 24/2017, and the provisions of Regulation no. 5/2018 of the Financial Supervisory Authority (herein after referred to as "FSA"), to report to the FSA and the Bucharest Stock Exchange ("BSE") for the period 1 January 2023 – 30 June 2023, in the form of a limited assurance conclusion.

Specific Scope

The scope of our report is exclusively that laid down in the first paragraph hereof, and our report is prepared for the information of the Company, of the BSE and the FSA and shall not be used for any other purpose. Our report shall not be deemed adequate for use by any party that wishes to acquire rights towards us, other than the Company, for any purpose or in any context.

Any party other than the Company, which gains access to our report or a copy hereof and choses to rely on our report (or a portion hereof), shall do so on its own responsibility. Our engagement was conducted so as to report on such matters that we must report in an independent limited assurance report, and not for other purposes. This report refers only to the elements mentioned hereunder and does not extend to the Company's financial statements or other report issued by the Company, individually or as a whole.

Management's Responsibility

The Company's management is responsible for the preparation of the Current Report and conclusion of the transactions reported in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018, as revised. Moreover, the Company's management is responsible for the design, implementation and maintenance of internal controls that enable the preparation of Current Report that are free from material misstatements, whether due to fraud or error.

The Company's management is also responsible to make sure that the supporting documents underlying the preparation of the Current Report and evidence provided to the auditor are complete, correct and justified.

Auditor's Responsibility

We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000 (Revised) - Assurance engagements other than audits or reviews of historical financial information. This standard requires that we comply with ethical requirements, plan and perform the assurance engagement to obtain limited assurance about the Current Report.

Our firm applies International Standard on Quality Management 1 ("ISQM1") and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants ("IESBA Code"), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The procedures selected depend on the auditor's judgment and understanding of the reported transaction included in the Current report, and of other circumstances of the engagement, as well as on our considerations as to the areas where material misstatements might arise. In obtaining an understanding of the reported transaction included in the current report, we have taken into consideration the process used by the Company for concluding the transactions and preparing and presenting the current report in accordance with Law no. 24/2017 and FSA Regulation 5/2018, for the purpose of determining the assurance procedures applicable in the given circumstances, but not for the purpose of expressing a conclusion on the efficacy of the process or of the Company's internal control for concluding the reported transaction included in the Current report and for preparing and presenting the Current report.

The procedures include, in particular, making enquiries of those in charge of financial reporting and risk management, as well as additional procedures aimed at obtaining evidence on the information included in the Current report.

The procedures of obtaining evidence in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

As regards the Company's current report, in order to assess the justified and correct nature of the transactions reported in such report, we have conducted the following procedures:

• 1) We have obtained from the Company the accompanying Current report and details on the transactions included in such report.
• 2) We have checked whether the persons approving such report are the Company's authorised representatives and requested the list of authorised signatures.
• 3) For the transactions analysed, presented in the Current report, we have determined whether the details thereof are consistent, in all material respects, with the information included in the signed contracts/ contractual agreements, made available to us, and whether they were signed by the Company's representatives, in accordance with the list of authorised signatures provided to us. Where applicable, we have checked whether the details included in the Current report match the documentation pertaining to such contracts: the parties who signed the supporting documents; the date when the documentation was signed and the nature thereof; description of the type of goods/services indicated in the documentation; the achieved or estimated aggregate value of the contracts and, where applicable, guarantees and penalties established, payment terms and methods, the related contractual terms and conditions.
• 4) For the transactions analysed, we have checked whether the details presented in the accompanying Current report match the information obtained by us following the enquiries with the Company's management as well as with the documentation accompanying the contracts, as applicable.
• 5) For the transactions analysed, to the extent there is a market price for the goods or services provided between the Company and its affiliates, we have discussed with the Company's management the pricing of such goods or services and whether, on a case by case basis, the agreed upon prices are consistent with those applied by other (third) parties for similar goods or services and whether the related contracts are approved by the board of directors or the supervisory board of the Company.

If there are no market prices available, we have analysed whether such transactions are carried out based on the Company's internal procedures regarding the substantiation of the pricing and, respectively, whether the related contracts are approved by the Company's board of directors or supervisory board in accordance with its internal procedures.

Our procedures have been conducted only for the transactions included in the accompanying Current Report, which related to the period (1 January 2023 - 30 June 2023). We have not conducted any procedures to check whether Current Report include all the transactions that the Company should report as per article 108 of Law no. 24/2017 for such period.

Conclusion

Our conclusion was formed on the basis of and considering the matters presented in this independent limited assurance report. Based on the procedures described above and the evidence obtained, nothing has come to our attention that causes us to believe that:

• a) the information included in the accompanying Current report is not consistent in all material respects with the supporting documents made available to us by the Company.
• b) the information included in the accompanying Current report is not consistent in all material respects with the requirements of Law no. 24/2017 and FSA Regulation 5/2018, as regards the signatories of the supporting documents; the date when the documentation was signed and the nature thereof; the description of the type of goods/services referred to in the documentation; the achieved or estimated aggregate value of the contracts, and, if applicable, guarantees and penalties established, payment terms and methods, the related contractual terms and conditions.
• c) the contracts underlying the transactions reported and analysed have not been duly authorised by the Company's representatives and have not been approved by the Company's board of directors and supervisory board.
• d) the prices agreed upon by the parties have not been mutually accepted based on the type of goods/services and other terms and conditions stipulated, as applicable, in the agreements between the parties and have not been determined according to the criteria mentioned at item 5) of the list of procedures herein above.

On behalf of: Deloitte Audit SRL

Alina Mirea

(signature) For signature, please refer to the original signed Romanian version.

Bucharest, Romania July 28, 2023

Annex

^1. Current Report forming the subject matter of this limited assurance report

CURRENT REPORT

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

Date of report: 14.03.2023

Name of issuing company: TERAPLAST S.A.

Registered office: Saratel village, Sieu-Magherus commune, 1 Teraplast Way, Bistrita–Nasaud 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: 217.900.035,80 lei

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

Stock symbol: TRP

Significant events to report: Transactions of the type of those listed under Article 108 of Law no. 24/2017 on issuers of financial instruments and market operations (republished)

Teraplast S.A. has entered into / executed transactions with Terabio Pack SRL, an affiliate of Teraplast S.A., whose aggregate amount exceed 5% of the Company's net assets according to the latest individual financial reports published by Teraplast S.A.:

No.	Juridical person with which Teraplast has entered into the legal document	Signing date	Type of document	Object of the document	Document value	Mutual debts between the contracting parties as of 14 March 2023	Guarantees provided	Interest	Payment terms and payment methods
I. Document concluded by Teraplast S.A. as Lender
1	Terabio Pack Srl	30.06. 2022	Addendum no. 3 to credit contract no. 459410/ 28.12. 2020	Supplementing the value of the credit contract no. 459410/ 28.12.2020	Addendum value is 10.000.000 lei	Terabio Pack debts to Teraplast: 28.769.128 lei* Teraplast debts to Terabio Pack: 22.044 lei	N/A	The loan bears an interest rate: Robor interest 12M+1,5%	Maximum payment deadline: 28.12.2027, the loan can also be repaid in installments, before 28.12.2027; Payment method: bank transfer

II. Other Documents entered into by Teraplast S.A. and Terabio Pack Srl
1	Terabio Pack SRL (Seller)	09.01. 2023	Sales and purchase Agreement	Purchase and sale of goods	According to the orders issued	Terabio Pack debts to Teraplast: 28.769.128 lei* Teraplast debts to Terabio Pack: 22.044 lei	N/A	N/A	The payment term is 30 days from the invoice date, payment method: bank transfer
III. Document signed by Teraplast S.A. as Guarantor for Terabio Pack SRL
1	Terabio Pack Srl (Beneficiary)	13.03. 2023	Letter of guarantee	Guaranteeing the fulfillment of the obligations assumed by Terabio Pack Srl in the relationship with a raw material supplier, in the amount of max. 500.000 euro	The maximum secured amount is of 500.000 euro	Terabio Pack debts to Teraplast: 28.769.128 lei* Teraplast debts to Terabio Pack: 22.044 lei	The letter of guarantee was granted in order to guarantee the fulfillment of the obligations assumed by Terabio Pack Srl in the relationship with a raw material supplier, in the amount of max. 500.000 euro	N/A	N/A
IV. Document signed by the Company Teraplast S.A. as Sole Shareholder of Terabio Pack SRL
1	Terabio Pack SRL	14.03. 2023	Sole Shareholder Resolution concerning the increase of the the share capital of Terabio Pack SRL	Share capital increase by debt conversion	Total document value is 12.900.000 lei	Terabio Pack debts to Teraplast: 28.769.128 lei* Teraplast debts to Terabio Pack: 22.044 lei	N/A	N/A	N/A

* Out of the total Terabio Pack SRL debt to Teraplast SA of 28.769.128 lei, 24.960.751 lei are based on loan agreement no. 459410 / 28.12.2020.

ALEXANDRU STANEAN

_________________

TeraPlast S.A. CEO

If you need any further information, feel free to email us at investor.relations@teraplast.ro or call +40 741 270 439 – Contact person: Alexandra Sica.