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Teraplast SA

Share Issue/Capital Change Sep 26, 2025

2298_iss_2025-09-26_7b506f5f-6643-48d9-9d01-8bee5b91aa1f.pdf

Share Issue/Capital Change

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CURRENT REPORT

In accordance with Law no. 24/2017 republished and ASF Regulation no. 5/2018

Report date: 26.09.2025

Name of the issuing company: TERAPLAST S.A.

Registered office: Sărățel village, Șieu-Măgheruș commune, 1 Teraplast Way, Bistrița-Năsăud county

Phone/Fax: 0263/238.202; 0263/231.221

Trade Register Office Number: J06/735/1992

Tax Identification Number: 3094980

Subscribed and paid-up share capital: RON 300,150,044.80

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

Stock symbol: TRP

Significant events to report: Information document on the free offering or allocation of shares.

Teraplast S.A. makes available to investors the shareholder information document regarding the free allocation of shares, prepared in accordance with Art. 1 para. (5)(g) of Regulation (EU) 2017/1129.

At the same time, we hereby mention that the share capital increase in the amount of RON 60,030,009 has been registered with the Central Depository, pursuant to the Resolution of the Extraordinary General Meeting of Shareholders no. 1, dated 29.04.2025.

Please find attached the Information Document prepared in accordance with the applicable legislation in force.

Shareholder Information Document regarding the free allocation of shares without cash consideration

1.Responsible persons

1.1. Names and positions of the individuals or names and addresses of the legal entities responsible for the information included in the presentation document:

The company TERAPLAST S.A. - based in Sărațel village, Șieu-Măgheruș commune, 1 Teraplast Way, Bistrita-Nasaud county, postal code 427301, tel/fax. 0374/461.529, 0263/231.221, registered at the Trade Register Office attached to Bistrita-Nasaud Court under no. J06/735/1992, TIN 3094980, represented by Mr. Alexandru STÂNEAN – General Manager;

1.2. Declarations by the responsible persons referred to in 1.1. above that the information included in the presentation document is, to the best of their knowledge, in accordance with the facts:

By reviewing and approving the content of this Information Document, TeraPlast S.A., represented by Alexandru Stânean – General Manager, accepts responsibility for its content and confirms that, to the best of its knowledge, the information provided is accurate and complete, and contains no omissions or misstatements likely to materially affect the content of this document.

2.Issuer information

2.1. Name, registered office, tax identification number and trade register number.

Issuer name: TERAPLAST S.A.;
Issuer's address: 1 TeraPlast Way, Sărăţel village, Şieu-Măgheruş commune, Bistrița-Năsăud
county, postal code 427301;
Company registration: registered at the Trade Register Office attached to Bistrița-Năsăud Court under
number J06/735/1992, with unique registration code (tax identification number)
RO 3094980;

2.2. Share capital:

  • - the amount of subscribed and paid-up capital: RON 240,120,035.80 ;
  • - the number of shares issued: 2,401,200,358 shares;
  • - nominal value of a share: RON 0.10;

3. Information on shares offered without cash consideration to the company shareholders

3.1. Decisional acts deciding on a share capital increase involving the offering of shares issued without a cash consideration to existing shareholders:

By Resolution no. 1 of April 29, 2025 of the Extraordinary General Meeting of Shareholders of TERAPLAST

S.A., the share capital increase was approved in the amount of RON 60,030,009, from the current value of RON 240,120,035.80 to RON 300,150,044.80, through the issuance of 600,300,090 new shares, having a

nominal value of RON 0.10/share, and the establishment of a price of RON 0.4912 for the compensation of the fractions of shares resulting from the application of the algorithm and the rounding down of the results, in accordance with the legal provisions in force. The share capital increase will be carried out by incorporating the amount of RON 60,030,009 from the share premium of RON 77,770,000 constituted following the share capital increase approved by the Resolution of the Extraordinary General Meeting of the Shareholders no. 1 dated June 27, 2024. The newly issued shares will not alter the shareholder structure and will be distributed free of charge to all Company shareholders registered in the Company's Shareholder Register kept by the Depozitarul Central S.A. [Central Depository] as at the record date. The capital will be increased to support the Company's current activity. Each shareholder registered in the Company's Shareholder Register as at the record date will receive 1 free share for every approximately 3.99 shares held, resulting from the mathematical calculation of the ratio between the number of newly issued shares and the number of existing shares.

By the decision of the Board of Directors of Teraplast S.A. no. 25 of September 17 2025, the date of October 6, 2025 was approved as the date of payment of the compensation of the fractions of shares resulting from the application of the algorithm and rounding down of the results.

3.2. The record date set by the GM/if applicable, by the BoD to identify the shareholders benefiting from the allocation of free shares:

The registration date approved by the Extraordinary General Meeting of Shareholders for the identification of shareholders is September 25, 2025.

3.3. Description of the share capital increase:

  • the reason for the share capital increase: The capital increase will be carried out to support the Company's current activity.

  • the amount and source of the capital increase: The capital increase will be achieved by incorporating the amount of RON 60,030,009 from the share premium of RON 77,770,000 constituted following the share capital increase as decided by the Extraordinary General Meeting of Shareholders no. 1 dated June 27, 2024.

  • number of shares issued to increase the share capital: 600,300,090 new shares issued, with a nominal value of RON 0.10 per share.

3.4. Description of the type and class of securities being allocated. Number of shares allocated without cash consideration for one share held

The securities offered are dematerialised registered shares, traded in the Standard category on the Bucharest Stock Exchange.

Each shareholder recorded in the Company's Shareholder Register at the record date (September 25, 2025) will be allocated 1 free share for every approximately 3.99 shares held, resulting from the mathematical calculation of the ratio of the number of newly issued shares to the number of existing shares.

3.5. The increased share capital:

The increased share capital amounts to: RON 300,150,044.80.

3.6. Intermediary who assisted the issuer in the preparation of the presentation document

N/A

3.7. Any other information considered important by the issuer or the A.S.F. [Financial Supervisory Authority]

According to Regulation (EU) 2017/1.129, Article 1 (5)g), the obligation to draw up and publish a prospectus shall not apply to the admission to trading on a regulated market of any of the following: shares offered, allocated or to be allocated free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer or allocation.

Issuer

TERAPLAST SA

GENERAL MANAGER

ALEXANDRU STÂNEAN

For further information please contact us at

e-mail [email protected] or tel. +40 741 270 439 - contact person: Alexandra Herișanu.

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