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Teraplast SA Board/Management Information 2018

Jun 29, 2018

2298_iss_2018-06-29_9bc9c73d-c386-4cd4-a68c-7ec7839cc674.pdf

Board/Management Information

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TERAPLAST S.A. Parc Industrial TeraPlast DN 15A, km 45+500, Cod. 427298, Jud. Bistriţa-Năsăud Tel: 0374 46 15 29; Fax: 0263 23 12 21 CUI: RO3094980; J6/735/1992 Capital social subscris și vărsat: 85.691.044,20 lei www.teraplast.ro

CURRENT REPORT

In accordance with Law no. 24/2017 and NSC Regulations no. 1/2006

Date of the report: 29th June 2018 Name of the issuing company: TERAPLAST S.A. Registered office: Teraplast Industrial Park, DN 15A, KM 45+500, 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 85.691.044,20

Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP

Important events to be reported:

TeraPlast Group, the largest PVC processor in Romania and one of the leading material manufacturers for the installation and construction market, has as of 2nd July 2018 a new General Manager in the person of Alexandru Stânean, following the Board of Director's approval for the termination, by parties' consent, of the authorisation granted to Mirela Pop on 9th May 2017.

"I am happy for having had the chance to bring my contribution to the development of one of the greatest players on the buildings material market in Romania, but also that, during the 10 years of collaboration, I had the opportunity to work along such a solid, dedicated and extremely well prepared team as that of TeraPlast", declared Mirela Pop, former General Manager of TeraPlast.

Alexandru Stânean, holder of a Bachelor of Economics, started his activity within TeraPlast in 2007 and occupied, one at a time, various positions in the top management of the group's companies. During the period 2014 - 2016 when he led the team of TeraPlast Group, the consolidated net profit has grown from 3.5 to 8.7 million Euros and the turnover has increased from 74 million Euros to 88 million Euros.

"Our company has radically transformed during the last year due to the acquisitions made, this is why our main priority is to integrate the subsidiaries' activities into using the synergies existing at the Group level without neglecting the ongoing profitability of the operational processes and also to continue our national and international expansion, in order to increase the Group's sales and profitability", has declared Alexandru Stânean, the new General Manager of the Group.

TERAPLAST S.A. Parc Industrial TeraPlast DN 15A, km 45+500, Cod. 427298, Jud. Bistriţa-Năsăud Tel: 0374 46 15 29; Fax: 0263 23 12 21 CUI: RO3094980; J6/735/1992 Capital social subscris și vărsat: 85.691.044,20 lei www.teraplast.ro

In order to ensure a complete and accurate information of the shareholders and potential investors, we reproduce the decisions taken by the Board of Directors of Teraplast SA:

DECISION

of the Board of Directors of Teraplast SA.

J06/735/1992, RO 3094980

No. 36, dated June 28th 2018

According to the provisions of the art. 153^20 and Companies Law No. 31/1990, republished, the provisions of the Capital Market Law No. 297/2004 on the capital market, of the Law No. 24/2017 regarding issuers of financial instruments and market operations and the Regulation No.1/2006 of NSC regarding issuers and operations with securities, modified by the Regulation No. 31/2006 of NSC and Art. 18.4, paragraph (7) of the Articles of Association of Teraplast SA, headquartered in Bistrita, Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, registered with the Trade Registry Office under No. J06/735/1992, VAT registration No. 309498, in the June 28th 2018 on-line meeting attended by the following Board members: Mrs. Magda-Eugenia Palfi-Tirau, Mr. Dorel Goia, Mr. Razvan Stefan Lefter, Mr. Sorin Olaru,

After deliberations, the Board of Directors, with the favorable vote of all present members,

DECIDES

  1. Approves the end, through the consent of the parties, beginning with July 02nd 2018, of the mandate of Chief Executive Officer given to Mrs. Carmen-Mirela Pop.

  2. Approves the appointment of Mr. Alexandru Stanean, as Chief Executive Officer of Teraplast SA for a period of 2 years, starting with July 02nd 2018.

  3. Empowers Mr. Goia Dorel, as President of the Board of Directors of Teraplast SA, to negotiate and to sign the addend for the closure of the CEO mandate contract, through the consent of the parties, according to point 1, and also the mandate contract which will be closed by Teraplast with the new CEO.

  4. Approves the end, through the consent of the parties, starting with July 02nd 2018, of the management contract (and by default of the mandate of Director), closed between Teraplast and Mrs. Carmen-Mirela Pop.

  5. Approves the appointment of Mr. Stanean Alexandru, as interim Director of the company, the mandate being valid starting with July 02 nd 2018 until the date of the General Meeting of Shareholders which will elect the new member of the Board of Directors.

TERAPLAST S.A. Parc Industrial TeraPlast DN 15A, km 45+500, Cod. 427298, Jud. Bistriţa-Năsăud Tel: 0374 46 15 29; Fax: 0263 23 12 21 CUI: RO3094980; J6/735/1992 Capital social subscris și vărsat: 85.691.044,20 lei www.teraplast.ro

  1. Approves the appointment of Mr. Dorel Goia as Chairman of Teraplast S.A.'s Board of Directors to negotiate and sign the Addendum of termination by parties' consent of the managing contract mandate in accordance with item 4 above, as well as the management contract mandate to be signed by Teraplast with the temporary director.

  2. Empowers Mr. Dorel Goia, as President of the Board of Directors and Mrs. Palfi-Tirau Magda-Eugenia, as Non-Executive Director, to sign in the name and on behalf of the Directors the decision of the Board of Directors.

  3. Empowers the legal adviser, Mrs. Diana Bretfelean to accomplish all formalities regarding registration of the Board of Directors Decision and of the updated Articles of Association at the Trade Register of Bistrita-Nasaud Law Court.

The present decision was adopted and signed on June 28th 2018, in 5 (five) original copies.

Chairman of the Board of Directors

Dorel Goia

Should you need any further information, please contact TeraPlast Communication Department: Ioana Borza– Marketing Manager, tel: +40-753-123.303, Email: [email protected]