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TERAPLAST SA - TRP

OGSM resolution - October 06th 2017

Release Date: 10/6/2017 6:17:16 PM

IRIS Code: AEE68

AD HOC REPORT

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

Date of report: 06.10.2017

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: 85.691.097 lei

Regulated market on which the issued shares are traded: Bucharest Stock Exchange

Major events to be reported

a) Changes in the control of the company – N/A

b) Significant acquisitions or sales of assets – N/A

c) Bankruptcy – N/A

d) Transactions as listed in art. 82 of Law 24/2017 – N/A

e) Other events

On October 6th 2017, starting with 16:00 PM, at Company’s headquarters took place the Ordinary General Meeting of Shareholders, which was legally and statutory constituted at first convocation. During this meeting participated in person, through power of attorney and also through voting by correspondence, the shareholders registered in the Shareholders Register held by Central Depository, at September 25th 2017, established as a reference date, the quorum consisting of 58,26%, from the total of 856.910.442 voting rights related to the 856.910.970 shares issued by the Company.

During the Ordinary General Meeting of Shareholders were elected the new members of the Board of Directors of Teraplast.

According to the Decision of the Ordinary General Meeting of Shareholders, the current structure of the Board of Directors of Teraplast is the following: Dorel Goia, RSL CAPITAL ADVISORS S.R.L., represented by Razvan Stefan Lefter, Magda-Eugenia Palfi-Tirau, Carmen Mirela Pop, Sorin Olaru.

The new members of Teraplast’s Board of Directors are: Sorin Olaru - Managing Partner of Cetus Capital, and the company RSL Capital Advisors SRL represented by Mr. Razvan Stefan Lefter.

An economist with a vast experience in the banking industry, Sorin Olaru has occupied over time key roles within major banking institutions. Before Cetus Capital setting up in 2015, Sorin Olaru was for 8 years the manager of Treasury and Capital Markets Department within Millennium Bank. Before joining the Millennium, he spent 10 years in the Treasury department at ING bank, where he held various positions, from stock trader to manager of Instalment and Credit department.

Set up in 2014, RSL Capital Advisors is represented by Razvan Lefter who continues from this position his mandate in the Board of Directors of Teraplast.

The mandate duration of the members of the Board of Directors will be of one (1) year.

In order to ensure a complete and correct information of shareholders and potential investors, we reproduce the content of the decisions of the Ordinary General Meeting of Shareholders of TERAPLAST SA:

DECISION no. 1 dated October 06th, 2017

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

In pursuance of art.111 and the following of Companies Law 31/1990 as amended to date, of the Articles of Association of TERAPLAST S.A., of Law no. 24/2017, and the NSC Regulation no. 1/2006 amended by NSC Regulation no. 31/2006, the Ordinary General Meeting of Shareholders of the company TERAPLAST S.A., headquartered outside the built-up area of Bistrita municipality, at Parc Industrial Teraplast, DN 15A, km 45+500, postal code 427298, Bistrita-Nasaud County, registered at the Trade Register under no. J06/735/1992, VAT no. 3094980, held on October 06th 2017 at the company’s headquarters, at 4:00, in a quorum of 58,26% of the total 856.910.442 voting rights corresponding to the 856.910.970 shares issued by TERAPLAST S.A., representing a total number of 499.212.950 votes expressed,

DECIDES

On the items of the agenda as follows:

1. Approves the election as administrators of the Company, of the following persons:

1.1. Administrator Mr. Dorel Goia

Structure of the vote: 100% for, 0% against, 0% abstaining

1.2. Administrator RSL CAPITAL ADVISORS S.R.L., represented by Mr. Razvan Stefan Lefter

Structure of the vote: 100% for, 0% against, 0% abstaining

1.3. Administrator Mrs. Magda-Eugenia Palfi-Tirau

Structure of the vote: 100% for, 0% against, 0% abstaining

1.4. Administrator Mrs. Carmen Mirela Pop

Structure of the vote: 100% for, 0% against, 0% abstaining

1.5. Administrator Mr. Sorin Olaru

Structure of the vote: 100% for, 0% against, 0% abstaining

2. Approves that the validity of the mandate of the Board members to be of 1 (one) year from the date of adoption of this decision, from October 6th 2017 untill October 6th 2018.

Structure of the vote: 100% for, 0% against, 0% abstaining

3. Authorizes Mr. Dorel Goia and Mrs. Magda-Eugenia Palfi-Tirau to negociate managers contracts of mandate and to sign them, eihter of the two, in the name and on behalf of the Company.

Structure of the vote: 100% for, 0% against, 0% abstaining

4. Establishes the date of 26th of October 2016 as the registration date which serves to identify the shareholders who will be affected by the decisions adopted by the General Ordinary Meeting of Shareholders.

Structure of the vote: 100% for, 0% against, 0% abstaining

5. Establishes the date of 25th of October 2017 as the registration date when the shareholders affected by the decisions adopted by the Ordinary General Meeting of Shareholders shall be identified.

Structure of the vote: 100% for, 0% against, 0% abstaining

6. Authorizes the Chairman of the Board of Directors, Mr. Dorel Goia, to sign, for and on behalf of all the shareholders present at the meeting, the OGMS Decision.

Structure of the vote: 100% for, 0% against, 0% abstaining

7. Authorizes the company’s legal adviser, Mrs. Diana Octavia Bretfelean, holder of ID card series X.B. no. 515915, to do everything that is necessary as to record the OGMS Decision at the Trade Register of Bistrita-Nasaud Court, and to publish such decision in the Official Gazette of Romania, Section 4.

Structure of the vote: 100% for, 0% against, 0% abstaining

This decision has been executed and signed today, October 06th 2017, in 5 (five) original copies, out of which 2 (two) copies are for the Company and 3 (three) copies to be submitted at the Trade Register attached to Bistrita-Nasaud Court.

Chairman of the Board of Directors

Dorel Goia

For additional information please contact us at the phone number 0752-101.571, e-mail: diana.bretfelean@teraplast.ro, contact person Diana Bretfelean – Legal Adviser.



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