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TERAPLAST SA - TRP

EGSM resolutions December 3, 2021

Release Date: 12/3/2021 5:51:04 PM

IRIS Code: EB45B

CURRENT REPORT

In accordance with Law No. 24/2017 republished and Regulation No. 5/2018 of the Financial Supervisory Authority (ASF)

 Date of report: 03.12.2021

Name of issuing company: TERAPLAST S.A.

Registered office: Sat Saratel, comuna Sieu-Magherus, Calea Teraplast, nr.1, Judetul Bistrita-Nasaud

Telephone/Fax: 0263/238.202; 0263/231.221

Trade Register Office Number: J06/735/1992

Tax Identification Number: 3094980

Subscribed and paid-up share capital: 217.900.035,80 lei

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

Stock symbol: TRP

Major events to report: 

On December 3, 2021, starting with 10:00 AM, at Company’s headquarters, as well as by participation by electronic means, took place the Extraordinary General Meeting of Shareholders, which was legally and statutory constituted at first convocation.

In order to ensure a complete and correct information of shareholders and potential investors, we reproduce the content of the decisions of the Extraordinary General Meeting of Shareholders of the Company TERAPLAST S.A:

DECISION no. 1 dated 03.12.2021

of the Extraordinary General Meeting of Shareholders of TERAPLAST S.A.

 

In pursuance of art.113 and the following of Companies Law 31/1990 as amended to date, of the Articles of Association of TERAPLAST S.A. (the "Company"), of Law no. 24/2017, and the ASF Regulation no. 5/2018, the Extraordinary General Meeting of Shareholders ("EGMS") of the Company, headquartered in village Saratel, commune Sieu-Magherus, 1 Teraplast Way, Bistrita-Nasaud County, registered at the Trade Register under no. J06/735/1992, VAT no. 3094980, held on December 3, 2021, at the Company’s headquarters, as well as by participating by electronic means, at 10:00 (Romania time),

 

DECIDES

On the items of the agenda as follows:

1.      Approves the amendment of the Extraordinary General Meeting of the Company’s Shareholders Decision no. 1 dated August 24, 2020, as subsequently amended by the Extraordinary General Meeting Decision no. 1 dated June 25, 2021, approving the repurchase of a maximum number of 5.500.000 shares with a par value of 0.1 lei/share at a minimum price equal to the BVB market price at the time of purchase and a maximum price of 1 leu/share, as follows:

-        increasing the maximum purchase price of the repurchased shares, from 1.00 leu/share to 2 lei/share;

-        supplementing the number of shares to be repurchased (bought back) by 2.000.000 shares; a maximum number of 7.500.000 shares are to be thus repurchased;

-         the own shares repurchased by the Company shall be offered for free to the employees, the senior employees of the member companies of Teraplast Group and the directors of the company, within a stock option plan program.

Structure of the vote: With a participation of 1.520.156.580 valid votes for this item on the agenda, representing 69,76403% of the total of 2.178.997.817 rights to vote corresponding to the 2.179.000.358 shares issued by the Company TERAPLAST SA, Item 1 of the agenda was approved as follows: 1.509.881.610 votes for, representing 99,32060% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 69,29248% of the total number of voting rights of the Company, 10.269.548 votes against, representing 0,67550% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 0,47130% of the total number of voting rights of the Company, 5.422 abstention votes, representing 0,00040% of the votes held by shareholders present, represented or who voted by correspondence, respectively 0.00025% of the total number of voting rights of the Company; 52.645 unexercised votes, representing 0,00350% of the votes held by the shareholders present, represented or who voted by correspondence.

2.      Entrusting the Board of Directors with the fulfilment of the resolution adopted by the Extraordinary General Meeting of Shareholders.

Structure of the vote: With a participation of 1.524.595.250 valid votes for this item on the agenda, representing 69,96773% of all 2.178.997.817 rights to vote corresponding to the 2.179.000.358 shares issued by the Company TERAPLAST S.A., Item 2 of the agenda was approved as follows: 1.514.361.870 votes for, representing 99,32450% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 69,49809% of the total number of voting rights of the Company, 10.233.380 votes against, representing 0,67120% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 0,46964% of all the rights to vote of the Company, 0 votes abstention;  65.145 votes not exercised, representing 0,00430% of the votes held by the shareholders present, represented or who voted by correspondence.

3.      Appointing the Chairman of the Extraordinary General Meeting of Shareholders to sign the GMS Resolution on behalf and in the name of all the attending shareholders.

Structure of the vote: With a participation of 1.524.607.750 valid votes for this item on the agenda, representing 69,96831% of all 2.178.997.817 rights to vote corresponding to the 2.179.000.358 shares issued by the Company TERAPLAST S.A., Item 3 of the agenda was approved as follows: 1.524.377.750 votes for, representing 99,98150% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 69,95775% of all the rights to vote of the Company, 230.000 votes against, representing 0,01510% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 0.01056% of all the rights to vote of the Company, 0 votes abstention;  52.645 votes not exercised, representing 0,00350% of the votes held by the shareholders present, represented or who voted by correspondence.

4.      Appointing the Company’s legal counsel, Ms. Kinga Vaida, to carry out all formalities concerning the EGM recording with the Trade Register Office attached to Bistrita-Nasaud Court and its publication in the Official Gazette of Romania, Part IV.

Structure of the vote: With a participation of 1.524.608.819 valid votes for this item on the agenda, representing 69,96835% of all 2.178.997.817 rights to vote corresponding to the 2.179.000.358 shares issued by the Company TERAPLAST S.A., Item 4 of the agenda was approved as follows: 1.524.378.819 votes for, representing 99,98150% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 69,95779% of all the rights to vote of the Company, 230.000 votes against, representing 0,01510% of the votes held by the shareholders present, represented or who voted by correspondence, respectively 0.01056% of all the rights to vote of the Company, 0 votes abstention;  52.645 votes not exercised, representing 0,00350% of the votes held by the shareholders present, represented or who voted by correspondence.

 

 

  _________________

ALEXANDRU STANEAN

TeraPlast S.A. CEO

If you need any further information, feel free to email us at: investor.relations@teraplast.ro or call +40 741 270 439 – Contact person: Alexandra Sica.



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