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Teraplast SA Share Issue/Capital Change 2016

Feb 26, 2016

2298_iss_2016-02-26_37c72e42-e136-434b-9a91-58625ef148ca.pdf

Share Issue/Capital Change

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AD HOC REPORT

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

Report date: February 25th 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: 28,887,588 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

Teraplast SA informs its shareholders that, by letter no. 6379/26.02.2016, the Central Depositary has informed that on February 26th 2016 it was registered in the register of shareholders of the company of the share capital increase with 8.874.589 lei, by issuing 88,745,890 new shares, with nominal value of 0.10 lei/share.

Following the capital increase, the new share capital of Teraplast SA will be 37,762,177 lei, divided into 377,621,770 shares, with nominal value of 0.10 lei each. The share capital increase was made into the account of all shareholders registered in the register of shareholders on January 29th 2016, which were allocated 30.72111455 bonus share for each 100 held shares.

The Board of Directors of Teraplast SA releases for the investors the document regarding the offering or the allocation of free shares (prepared according to appendix no. 19 from NSC regulation no. 1/2006).

Chairman of the Board of Directors Dorel Goia

Legal Advisor Carmen Ioana Mone

Document of investors' information regarding the offering or the allocation of free shares

(prepared according to appendix no. 19 from NSC regulation no. 1/2006).

1. Responsible persons

1.1. The name and the function of the private person and/or the name and the headquarters address of the legal person responsible for the information included in the presentation document

Teraplast SA, headquartered in Bistrita, Teraplast Industrial Park, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud county, registered with the Trade Register No. J06/735/1992, Sole registration number at the Trade Register Office No. 309498, bank account RO77 BACX 0000 0004 3006 5018 opened at Unicredit Tiriac Bank SA, Bistrita, represented by Mr. Alexandru Stânean, Chief Executive Officer.

1.2. Declarations of the responsible persons mentioned at the point 1.1 of which to appear that the information included in the presentation document are, in their knowledge, in conformity with reality.

After verifying the content of this prospect, the company Teraplast SA, represented by Mr. Alexandru Stânean, Chief Executive Officer, accepts the responsibility for the content and certifies that the released information are in conformity with reality and they do not contain omissions or untrue declarations designed to affect significantly the content of the document.

2. General information about the issuer

2.1. Name, headquarter, trade register number, Sole registration number at the Trade Register Office

Name of issuer: Company TERAPLAST S.A.

Headquarters: "Teraplast Industrial Park", DN 15A, km 45+500, Bistrita, Bistrita-Nasaud county.

Company registration: registered with the Trade Register No. J06/735/1992, Sole registration number at the Trade Register Office No. 309498

2.2. Share capital:

  • The value of the subscribed and paid share capital: 37.762.177 lei
  • The number of shares: 377.621.770 shares
  • The nominal value of each share: 0,10 lei

3. Information regarding the shares offered for free to the shareholders

3.1. The formalities which decides the increase of the share capital which involves offering for free the issued shares to the existing shareholders.

By the General Meeting of Shareholders decision, date December 7th 2015, it was approved the capital increase with the amount of 8,874,589.00 lei by issuing 88.745.890 new shares with a nominal value of 0.10 lei/share. The capital increase will be achieved by incorporation of reserves in the amount of 8,874,589.00 lei from the net profit of 2014, according to item 1 on the agenda of the Ordinary General Meeting of Shareholders of Teraplast SA dated 7th of December 2015 and the issuance of 88.745.890 new shares with a nominal value of 0.10 lei/share. The newly issued

shares will not change the percentage holding of shareholders and will be distributed free of charge to all shareholders registered in the Shareholders Register at the registration date to be determined by the GSM. The capital increase is made in order to support the current activity of the company. Each shareholder registered in the Register of Shareholders on the registration date will be allocated a number of 30.72111455 new shares for each 100 shares owned, by complying with the following rounding algorithm:

  • 0,5 shares or more, shall be rounded upwards to the integer number;
  • Below 0.5 shares shall be rounded downwards to the integer number.

3.2. The registration date established by GMS/or BD, for the identification of the shareholders which will benefit of the offering or allocation of free shares.

Registration date approved by the EGMS for the shareholders identification is January 29th 2016.

3.3. The description of the share capital increase:

  • The reason for the share capital increase;
  • The amount and the source for the capital increase;
  • The number of issued shares by the capital increase;

The amounts obtained from the share capital increase will be used to support the current activity of the company.

The General Meeting of Shareholders, held on December 7th 2015, decided the increase of the share capital of Teraplast SA, by the amount of 8,874,589.00 lei, from 28,887,588 lei up to 37,762,177 lei, by issuing 88,745,890 shares with nominal value of 0.10 lei. The increase of the share capital will be realized by:

incorporation of reserves in the amount of 8,874,589.00 lei from the net profit of 2014, by issuing a number of 88,745,890 shares with nominal value of 0.10 lei.

3.4. Description of the type and the class of the shares which will be offered or allocated. The number of shares allocated for free for each owned share.

The offered securities are registered dematerialized shares. Each shareholder registered at January 29th 2016 will receive a number of 30.72111455 new shares for each 100 owned shares, by complying with the following rounding algorithm:

  • 0,5 shares or more, shall be rounded upwards to the integer number;
  • Below 0.5 shares shall be rounded downwards to the integer number;

3.5. The value of the increased share capital

The value of the increased share capital is 37,762,177 lei.

3.6. The agent which helped the issuer at the compiling of the presentation document

The name of the agent: not the case

3.7. Any other information considered important by the issuer or by the NSC

According to art. 89, align (3) letter e) from the NSC regulation no. 1/2006 the compiling and the release of a prospect is not necessary for shares offered for free to the shareholders, on condition that the shares to be of the same class as the shares already traded on the regulated market and on condition that it is available a document which will contain at least the information provided by the appendix no.19.

Issuer

Company TERAPLAST S.A. Chief Executive Officer Alexandru Stânean

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