Teraplast SA — M&A Activity 2017

Jun 19, 2017

AD HOC REPORT

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

Report date: June 19th 2017

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: 56,643,266 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. 82 of Law 24/2017– N/A
• e) Other events

Grupul Teraplast become the majority shareholder in Depaco, after the acquisition of another 10% of the shareholders stake in the company.

Teraplast finalized last week the acquisition of 50% of the tiles producer Depaco, after the Competition Council approved the take-over.

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. 37, dated June 16th 2017

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 on-line meeting attended by all Board members,

Considering:

a. The provisions of the Law no.24/2017 regarding the issuers of financial instruments and market operations, art. 90 par. 1 according to which "The acts of purchase, sell, exchange or putting warranty of some assets from the category non-current assets, whose value exceeds individual or cumulated, during a financial exercise, 20% of the total non-current assets, less the receivables, are closed by the Non-Executive Directors of the issuer only after the preliminary approval of the Extraordinary General Meeting of Shareholders.

b. The intention of Teraplast SA to purchase another 10% of Depaco, from the shareholder Trofin Lucian Dumitru;

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

DECIDES

1. Approves the acquisition by Teraplast of 10% of the stake held by the shareholder Trofin Lucian Dumitru, in the company Depaco SRL, together with the associated voting rights, free and unencumbered, representing 10% of the share capital of the company Depaco SRL.

2. Empowering Mr. Razvan-Stefan Lefter – as Non-Executive Director, in order to represent Teraplast SA, to the negotiation and the signing of all necessary documents in order to finalize the transaction mentioned at point 1. The present mandate is valid until the achievement of the goal for which it was given.

3. Empowering Mr. Dorel Goia, as President of the Board of Directors, and Mrs. Carmen-Mirela Pop, as Executive Director, to sign in the name and on behalf of the Directors the decision of the Board of Directors.

The present decision was adopted and signed on June 16th 2017, in 5 (five) original copies.

Chairman of the Board of Directors

Dorel Goia

For additional information please contact the Investor Relations Department of Teraplast, phone 0752- 101.639, e-mail: anca.rif@teraplast.ro, contact person Anca Rif – Investor Relations Manager.