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Teraplast SA Capital/Financing Update 2016

May 19, 2016

2298_iss_2016-05-19_adafe048-146c-4c67-8189-febaaa65b11c.pdf

Capital/Financing Update

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AD HOC REPORT

In accordance with Law no. 297/2004 and NSC Regulation no. 1/2006

Report date: May 19th 2016 Name of issuer: TERAPLAST S.A. Headquarters: Teraplast Industrial Park, DN 15A, KM 45+500, Bistrita-Nasaud County Telephone/Fax: 0263/238.202 / 0263/231.221 Trade Register No: J06/735/1992 Sole registration number at the Trade Register Office: RO3094980 Share capital: 37,762,177 lei Regulated market on which the issued shares are traded: Bucharest Stock Exchange

Major events to be reported

  • a) Changes in the control over the company – N/A
  • b) Substantial acquisitions and alienations of assets – N/A
  • c) Bankruptcy – N/A
  • d) Transactions as listed in art. 225 of Law 297/2004– N/A
  • e) Other events

Board of Directors of Teraplast SA inform its shareholders and potential investors about the decision to contract from BRD - Groupe Societe Generale S.A an investment loan of LEI 13.50 million, for a period of 72 months, of which 12 months grace period, in order to finance a part of the investment plan approved for 2016. Teraplast aims for this year an investment program with a total value of LEI 22.95 million (EUR 5.1 million).

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

DECISION

of the Board of Directors of Teraplast SA.

J06/735/1992, RO 3094980

No. 19, dated May 18th 2016

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 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 on-line meeting attended by all Board members, namely: Magda Eugenia Palfi-Tirau, Dorel Goia, Emanoil Ioan Viciu, Razvan Stefan Lefter and Teofil-Ovidiu Muresan,

Considering the DECISSION no. 1 of the Extraordinary General Meeting of Shareholders, dated April 28th 2016, by which it was approved:

- the value of 68,000,000 lei as maximum limit of indebtedness that the company can contract in the 2016 financial year, including the warranty of credit and/or leasing contracts which are going to be accessed within the limit established, with security interest in real estate/pledge, assignments of current and future receivables rights, assignments related to current and future cash, resulting from current accounts and assignments of rights resulted from the insurance policies.

- The empower of the Board of Directors that, up to the maximum limit of indebtedness approved, it should accomplish, in the name of and for the Company, all the actions and steps necessary or useful in order to fulfill those approved at point 3 from the present decision. In this regard, the Board of Directors shall issue decisions on: accessing some bank credits, concluding some credit/leasing contracts, extending the bank credit/leasing contracts accessed, establishing the warranty structure for the credit/ leasing contracts accessed/extended, restructure/reschedule of the credits granted, change of structure of the warranties of the existing credits in balance, empowering the persons who will sign in the name of and for the Company TERAPLAST S.A. the credit contracts/ leasing contracts /warranty contracts /additional acts to the credit/leasing contracts, as well as any other documents or instruments which are accessory, related to or to which reference is made in the credit/leasing contracts, warranty contracts or any other documents as well as to sign any other application forms, requests which might be necessary or useful regarding these bank transactions.

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

DECIDES

  1. Approves the company to contract an investment loan LEI 13,500,000, from BRD - Groupe Societe Generale S.A., for a period of 72 (seventy two) months, of which 12 (twelve) months grace period.

  2. Approves the guarantee of the investment loan mentioned at point 1 with the following securities:

a. Mortgage on the present and future money amounts from all present and future accounts opened at BRD - Groupe Societe Generale S.A., in lei and foreign currency;

b. Mortgage on movable assets – non-current assets (technological equipment purchased in the investment program);

c. Movable mortgage on all the receivables / rights to collect representing all the rights and interests of present and future revenues and earnings, belonging to the Company Teraplast SA, arising from contracts signed with partners;

  1. Empowers Mr. Alexandru Stanean acting as CEO, and Mrs. Orban Eniko-Edit acting as CFO of the Company, in order to perform the following demarches:

a. to negotiate, agree upon, conclude and sign in name and on behalf of TERAPLAST SA, the credit agreements / contracts of guarantee / addenda to credit contracts, and any other documents or instruments that are accessories that are related to or referenced in credit agreements, guarantees contracts or other

documents and to sign any forms, applications that may be necessary and useful in connection with this transaction concluded with BRD - Groupe Societe Generale SA.

  • b. if necessary, to negotiate, to agree, conclude and sign in the name and on behalf of the Company any subsequent addenda to the credit agreements, contracts of guarantee and any other document to which the company is a party.
  • c. to fulfill in the name and on behalf of the Company any formalities necessary for such credit agreements / addenda, guarantees contracts and any other instruments that are accessories, to be fully valid and binding for the Company.

  • Empowers Mr. Dorel Goia, Chairman of the Board of Directors and Mrs. Magda-Eugenia Palfi-Tirau – Non-Executive Director, to sign the present decision, in the name and on behalf of the Board of Directors.

  • Empowers the legal adviser, Mrs. Diana Pavel, identified by ID series XB, no. 285285, issued by the Police Department of Bistrita on 07.10.2009, to accomplish all formalities regarding registration of the Board of Directors Decision at the Trade Register of Bistrita-Nasaud Law Court.

The present decision was adopted and signed on May 18th 2016, in 4 (four) original copies.

For additional information please contact the Investor Relations Department of Teraplast, phone 0752-101.639, email: [email protected], contact person Anca Rif – Investor Relations Manager.

Chairman of the Board of Directors

Dorel Goia