If you can see this message, your browser does not support canvas and needs an update. Sorry. :(
| December 09, 2021 |
Market Status: Closed
Login Register

Market News


TERAPLAST SA - TRP

Notice of AGSM 28.04.2021

Release Date: 3/24/2021 11:53:33 AM

IRIS Code: 68BB9

 

CURRENT REPORT

In accordance with Law no. 24/2017, and FSA Regulation nr.5/2018

 

Date of the report: 24.03.2021

Name of the issuing company: TERAPLAST S.A.

Registered office: village Saratel, Sieu-Magherus commune, DN 15A, km 45 + 500, county Bistrita-Nasaud

Phone number: 0263/238.202

Fax number: 0263/231.221

Trade Register No.: J06/735/1992

VAT number: RO3094980

Subscribed and paid-up share capital: RON 174.320.047,80

Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP

 

Important events to be reported:

 

 

CONVENING NOTICE

GENERAL MEETING OF SHAREHOLDERS OF TERAPLAST S.A.

Ordinary and Extraordinary

April 28th 2021

 

Pursuant to the provisions of Article 111, Article 113 and Article 117 from Companies’ Law 31/1990, as currently amended, the provisions of the Articles of Association, the Capital Market Law no. 297/2004, Law no. 24/2017 regarding the issuers of financial instruments and market operations, and of the NSC Regulation no. 5/2018 regarding issuers and operations with securities, the Board of Directors of the Company TERAPLAST SA, headquartered in village Saratel, Sieu-Magherus, DN 15A, km 45+500, Bistrita-Nasaud County, registered with the Trade Register under no. J06/735/1992, VAT no. 3094980, convenes in the session of March 23th 2021 the General Meeting of Shareholders – Ordinary and Extraordinary, to be held on April 28th 2021 at the company’s headquarters in village Saratel, Sieu-Magherus, DN 15A, km 45+500, Bistrita-Nasaud County, the Ordinary General Meeting at 10:00 am (Romania time) and the Extraordinary General Meeting at 10:30 am (Romania time), respectively. All shareholders registered in the Shareholder Register are entitled to participate and vote in such General Meetings of Shareholders by the end of April 15th 2021, set as reference date.

 

I.             The Ordinary General Meeting of Shareholders will have the following

AGENDA

 

1.            Presentation and submitting for approval of the individual financial statements corresponding to financial year 2020, on the basis of the Board of Directors’ Report and the Company’s Financial Auditor Report.

2.            Approval of the proposal of net profit distribution corresponding to financial year 2020 as follows: 

·                     Net profit achieved: 33.104.139 lei;

·                     Legal reserve: 1.938.441 lei;

·                     Dividends: 30.682.530 lei*;

·                     Retained earnings: 483.168 lei;

*The dividends have been distributed according to the Decision of the Ordinary General Assembly of the Shareholders no. 1 of 27th November 2020, approving the distribution of dividends amounting to RON 45,323,187.31, out of which the amount of RON 30,682,530 from the earnings for the year 2020, and the remaining amount from the retained earnings. The dividends have been paid on 24th December 2020 (payment date).

3.            Presentation and submitting for approval of the consolidated financial statements corresponding to financial year 2020, on the basis of the Board of Directors’ Report and the Company’s Financial Auditor Report.

4.            Discharge from administration of the Company’s Board of Directors for financial year 2020.

5.            Presentation and submitting for approval of the Budget of Revenues and Expenses for the 2021 financial year.

6.            Presentation and submitting for approval of the Investment Program for the 2021 financial year.

7.            Establishing the remuneration level for the members of the Board of Directors for the ongoing year and the general limit for additional remunerations of the Board members.

The remuneration thus established shall remain valid until the next ordinary general meeting approving the amount of the administrators' remuneration and/or additional remunerations.

8.            Electing a new Board member, for a mandate of a length equal to the remaining mandates of the directors in office, namely until 14th September 2021, considering that, following the resignation of Mr. Razvan-Stefan Lefter as Teraplast S.A. director, Mr. Lucian-Claudiu Anghel has been appointed interim director.

9.            Electing an independent member of the Audit Committee for a one-year mandate starting from the date of appointment, in pursuance of Article 65 of title I, chapter IX, Law 162/2017, and establishing the remuneration.

10.          Electing an external financial auditor for the Company, establishing the duration of the Audit Service Contract and the remuneration.

11.          Electing the Company’s internal auditor, establishing the duration of the Audit Service Contract and the remuneration.

12.          Approving the striking off the notes concerning the auditor whose mandate shall not be extended, if applicable, from the Trade Register of Bistrita-Nasaud.

13.          Empowering the Board of Directors to fulfill the decisions adopted by the Ordinary General Meeting of Shareholders.

14.          Appointing the Chairman of the Board, Mr. Dorel Goia, to sign, on behalf and in the name of all shareholders present in the meeting, the Resolution of the Ordinary General Meeting of Shareholders.

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

 

II.            The Extraordinary General Meeting of Shareholders will have the following:

AGENDA:

1.         To approve the maximum limit of indebtedness that the company can contract between 28.04.2021 - 28.04.2022 and the approval of the warranty of credit and/or leasing contracts which are going to be accessed within the limit established, with security interest in real estate/pledge, assignments of current and future receivables rights, assignments related to current and future cash, resulting from current accounts and assignments of rights resulted from the insurance policies. The proposal of the Board of Administration is that this limit of indebtedness to reach the total value of 150.000.000 lei.

2.         Approval of the supplementation of the maximum limit of indebtedness that the company may contract between 28.04.2021 - 28.04.2022 with the amount of 60.000.000 lei, which will be used (if needed) exclusively to guarantee the loans of the subsidiaries and the approval of the guarantee of the credit and / or leasing contracts to be accessed by the subsidiaries, within the fixed limit, with real estate/movable securities, assignments of present and future receivable rights, assignments related to current and future available funds, resulting from current accounts and assignments of rights resulting from insurance policies.

3.         To authorise the Board of Directors to take, for and on behalf of the Company, all the actions and steps required or useful for the enforcement of item 1 and 2 of this decision, up to the maximum agreed limit of indebtedness. Therefore, the Board of Directors shall issue decisions on:

-               taking out bank loans, entering into credit/leasing contracts, extending the bank loan/leasing contracts, establishing the security structure corresponding to the taken out/extended bank loan or leasing contracts, restructuring/establishing new maturity dates for the granted loans, changing the structure of the securities for the pending loans, authorising the persons entitled to sign for and on behalf of TERAPLAST S.A. the bank loan contracts / the leasing contracts / the security contracts / the addendums to the bank loan/leasing contracts, and also any other complementary documents or instruments related to or referred to in the bank loan/leasing contracts, security contracts or any other documents, and also to sign any other forms and requests that might be necessary or useful in relation to such bank transactions.

-               guaranteeing the access by company’s subsidiaries of certain bank credits and / or credit contracts / leasing contracts, establish / change the related guarantee structure, empower the persons who will sign on behalf of and on behalf of TERAPLAST SA the warranty contracts / additional documents and any other documents or instruments that are related to or referenced in the warranty agreements and to sign any other forms, requests that may be necessary or useful related to these transactions.

4.         To authorize 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 EGMS Decision.

5.         To authorize the company’s legal adviser, Mrs. Kinga Vaida, to do everything that is necessary as to record the EGMS Decision at the Trade Register of Bistrita-Nasaud Court, and to publish such decision in the Official Gazette of Romania, Section 4.

Considering the Romanian public authorities’ latest recommendations in relation to prevention / limitation of the spread of COVID-19, Teraplast strongly recommends to its shareholders, to the extent possible:

Ø     to access the supporting materials for OGMS and EGMS in electronic format, available on the company’s website, rather than in hardcopy at the Correspondence Entry; 

Ø     to vote by correspondence by using the ballot paper for the vote by correspondence;

Ø     to use, as communication means, the e-mail having attached an extended electronic signature, rather than the mail or courier at the Correspondence Entry, when submitting (i) proposals with respect to adding new items on the OGMS/EGMS agenda, (ii) draft resolutions, (iii) written questions before OGMS/EGMS, (iv) the powers of attorney for representation in the OGMS/EGMS or (v) the Voting Bulletins for voting by correspondence.

(1)           One or more shareholders jointly or severally representing at least 5% of the share capital, have the right (i) to introduce items on the General Meeting of Shareholders’ agenda, provided that each item is accompanied by an explanation or a decision draft submitted for adoption to the General Meeting of Shareholders; (ii) to submit decision drafts for the items included or suggested to be included on the General Meeting’s agenda.

(2)           Any of the rights stipulated in paragraph (1) above may only be exercised in written, and the documents shall be submitted in a closed envelope at the company’s headquarter, or sent by any type of mail or fast delivery with acknowledgment of receipt, the envelope bearing a clear note written in capital letters “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”, or sent by messenger delivery or electronic means, with the extended electronic signature included according to Law 455/2001 on the electronic signature, at the following e-mail secretariatCA@teraplast.ro, mentioning at subject: “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”.

(3)           The shareholders can exercise the rights stipulated in paragraph (1) letters (i) and (ii) within maximum 15 calendar days following the date of publication of this convening notice, namely no later than April 9, 2021 inclusively. Each shareholder shall be entitled to address questions regarding the items on the General Meeting’s agenda, and the company shall reply to the shareholders’ questions during such meeting. The questions shall be submitted in a closed envelope at the company’s headquarter, or sent by any type of mail or fast delivery with acknowledgment of receipt, the envelope bearing a clear note written in capital letters “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”, or sent by messenger delivery or electronic means, with the extended electronic signature included according to Law 455/2001 on the electronic signature, at the following e-mail secretariatCA@teraplast.ro, mentioning at subject: “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”, on or April 27, 2021 inclusively.

The shareholders can participate in person or they can be represented in the General Meetings of Shareholders either by their legal representatives or by other agents authorised by a special power of attorney or a general power of attorney, as provided by Article 92 paragraph (10) of Law 24/2017 on the issuers of financial instruments and market operations.

Shareholders’ access shall be permitted upon proof of their identity, consisting in case of shareholders, who are natural persons, of their ID card or, in case of legal entities, legal representative.

Shareholders can appoint a representative by a general power of attorney (authorisation) valid for no more than three years, authorising the appointed representative to vote in any matter subject to discussions of the General Meetings of Shareholders, provided such power of attorney (authorisation) be given by the shareholder, as customer, to an intermediary defined as per Article 2 paragraph (1) item 20 of Law 24/2017 on the issuers of financial instruments and market operations, or to a lawyer.

The shareholders cannot be represented in the General Meeting of Shareholders based on a general power of attorney (authorisation) by a person subject to a conflict of interests, pursuant to Article 92 paragraph (15) of Law 24/2017 on the issuers of financial instruments and market operations.

General powers of attorney (authorisations) should be submitted to the Company Record Office or sent by any type of mail or courier with acknowledgement of receipt, 48 hours before the general meeting, namely no later April 26, 2021, 10:00 am (Romania time) for the Ordinary General Meeting, and 10:30 am (Romania time) for the Extraordinary General Meeting, respectively, in copy, including the mention “Certified to be a true copy of the original” signed by the representative. The powers of attorney can also be sent by e-mail with the extended electronic signature included according to Law 455/2001 on the electronic signature, at the following e-mail secretariatCA@teraplast.ro, mentioning at subject: “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”.

The quality of shareholder and, in case of shareholders, who are legal entities, or entities without legal personality, the quality of legal representative is ascertained based on the list of shareholders as of the reference/registration date, received by the issuer from the Central Depository or, accordingly, in case of different reference/registration dates, based on the following documents submitted to the issuer by the shareholder:

a) the statement of account certifying the quality of shareholder and the number of owned shares;

b) documents certifying that the details of the legal representative are recorded at the Central Depository/ participants concerned;

However, if the Shareholder did not inform the Central Depositary in a timely manner of its legal representative or if this information is not mentioned in the list of shareholders from the reference date received by the Company from the Central Depository, then the proof of the representative status will be with the Company Statement, or a certified copy of the original, issued by the Trade Registry or any other document, in original or in a copy conforming to the original, issued by a competent authority in the State in which the shareholder is legally registered, for the purpose of proving the existence of the legal person and the legal representative's name / quality, with a maximum of 1 month validity reported on the date of publication of the convocation of the general meeting.

The documents attesting the quality of legal representative elaborated in a foreign language other than English must be accompanied by a translation done into Romanian or English by a certified translator.

The identification criteria referred above shall be accordingly applied also in case the need arises to prove that the shareholder, suggesting for new items to be included in the General Meeting of Shareholders’ agenda, or directing questions to the issuer related to the items included in the General Meeting of Shareholders’ agenda, is a legal representative.

Pursuant to Article 200 paragraph (4) of the NSC Regulation no. 5/2018 of financial instruments and market operations issuers, a shareholder can appoint only one representative in a certain General Meeting. However, if a shareholder holds shares with a trading company in several security accounts, such restriction shall not prevent such shareholder to appoint separate representatives for the shares held in each security account, for a certain General Meeting. Such provision is not detrimental to the provisions of paragraph (6) of Article 200 of the NSC Regulation no. 5/2018.

Pursuant to Article 200 paragraph (5) of the NSC Regulation no. 5/2018, a shareholder can appoint by power of attorney one or several deputy representatives for a general meeting, in the event the representative appointed as per paragraph (4) above is unable to attend. Where several deputy representatives are appointed by power of attorney, the order in which they will act shall be established.

The shareholders can cast their votes for the items noted in the agenda by mail, and the vote application form, accurately filled out and signed, shall be sent in a sealed envelope to the company’s headquarter, which should arrive at the company’s headquarter no later than 26.04.2021, 10:00 am (Romania time) for the Ordinary General Meeting of Shareholders, and 10:30 am (Romania time) for the Extraordinary General Meeting of Shareholders, respectively, the envelope bearing a clear note written in capital letters „FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”. The voting bulletins can be sent by e-mail with the extended electronic signature included according to Law 455/2001 on the electronic signature, at the following e-mail secretariatCA@teraplast.ro, mentioning at subject: “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”.

A representative can cast his/her vote by mail only when such representative has received from the shareholder a special/general power of attorney which will be submitted to the issuer pursuant to Article 92 par. (14) of Law 24/2017 on the issuers of financial instruments and market operations.

Special power of attorney forms to be used for voting by representative, as well as the forms to be used for voting by mail shall be made available for shareholders both in Romanian and in English, at the company’s headquarter from 8:00 am to 4:30 pm and on the company website: www.teraplast.ro, heading “Investors”, Section “General Meeting of Shareholders”, starting with March 25, 2021.

The special powers of attorney and the voting bulletins by mail shall be submitted in Romanian or English originals at the company’s headquarter, or sent by any type of mail or fast delivery with acknowledgment of receipt, not later than 26.04.2021, 10:00 am (Romania time) for the Ordinary General Meeting of Shareholders, and 10:30 am (Romania time) for the Extraordinary General Meeting of Shareholders, respectively, the envelope bearing a clear note written in capital letters „ FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”, or can be sent by e-mail with the extended electronic signature included according to Law 455/2001 on the electronic signature, at the following e-mail secretariatCA@teraplast.ro, mentioning at subject: “FOR THE GENERAL MEETING OF SHAREHOLDERS OF 28/29.04.2021”.

One copy shall be handed over to the representative, one shall be kept by the company, and the third copy shall be kept by the shareholder.

When completing the special powers of attorney and the voting bulletins by mail, the possibility of completing the G.M.S. agenda by new items shall be considered. In such event, the updated special powers of attorney and updated ballots, both in Romanian and in English, can be obtained from the Company Record Office and the company’s website www.teraplast.ro, Heading “Investors”, Section “General Meeting of Shareholders”, as of the date of publishing the completed agenda.

In case the agenda is completed and the shareholders do not send updated special powers of attorney and/or ballots by mail, the special powers of attorney and/or voting bulletins by mail sent before completing the agenda shall be taken into account only for such items that are also found on the initial agenda.

The shareholders can appoint their representative by electronic means as well, notifying the electronic appointment on secretariatCA@teraplast.ro, with the extended electronic signature included according to Law 455/2001 on the electronic signature.

Any informative documents and materials, and also the decision drafts related to the matters listed in the agenda of the General Meeting of Shareholders shall be made available to the shareholders both in Romanian and in English, at the company’s headquarters, during business days, from 8 am to 4:30 pm, and also on the company’s website: www.teraplast.ro, heading „Investors”, Section „General Meeting of Shareholders”, starting with March 25, 2021.

In the event the validity conditions are not met at the first call to convene, the next General Meeting of Shareholders shall be convened for the date of April 29, 2021, the agenda, time and place being the same.

The list of information regarding name, city of residence and professional qualification of the proposed Directors will be available to shareholders, to be consulted and completed, at the company’s headquarters, between 08:00 – 16:30 and on the company’s webpage: www.teraplast.ro, Category «Investors», Section «General Meeting of Shareholders», starting with March 24, 2021. The deadline for the submission of applications by those interested is April 15, 2021 inclusively.

 

Chairman of the Board of Directors

Dorel Goia

 

 

 

 

For additional information please contact us at the phone number +4 0741 270 439, e-mail: alexandra.sica@teraplast.ro, contact person Alexandra Sica – Manager PR.



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved