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Current report before Alro's OGSM EGSM December 19, 2014

Mon, 11/17/2014 - 17:06

We hereby inform all persons who may be interested in the summoning of the Ordinary and Extraordinary General Shareholders Meetings of Alro S.A., as follows:

  1. By Decision no. 1142 adopted on November 17, 2014,the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary and Ordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of December 9, 2014, considered reference date, for the date of December 19, 2014, at 11,00 AM and, respectively, at 12,00 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

    Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporationof the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Extraordinary and the second Ordinary General Meetings of the Shareholders are convened and setfor the date of December 20, 2014, at 11,00 AM and, respectively, at 12,00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

  2. The agenda of the Extraordinary General Meeting of the Shareholders is the following:
    1. Approval of the extension of the numbers of the members of the Board of Directors of the Company to 7 (seven) from 5 (five) as are in present and the modification, as a consequence, of the art. 15 paragraph (1), (5) and (16) from the Articles of Incorporation of the Company as following:

      “(1) The Company’s activity shall be conducted by a Board of Directors formed of 7 (seven) members, natural or legal persons, elected by the Ordinary General Meeting of Shareholders, from which a President and a Vice-President.

      (5)The structure of the Board of Directors is the following:

      • Marian-Daniel Nastase– born in Bucharest, Romania, on May 13th, 1972, domiciled in Ilfov County, Voluntari City, no. 5 Drumul Potcoavei Street, Romanian citizen, Personal Identification Number 1720513470039 – Chairman;
      • Serghei Gheorghe - born in Bratlav Nemirovo-Ukrain, on May 20, 1960, domiciled in Bucharest, no.18 Libertatii Street, block of flats no. 104, entrance 2, apartment no. 31, district 5, Romanian citizen, Personal Identification Number 1600520400171- vicechairman;
      • Gheorghe Dobra - born atOinacu, Branistea village, Giurgiu County, Romania,on February 25, 1959,domiciled inSlatina, 40 Panselelor street, Olt County, Romanian citizen, Personal Identification Number 1590225284389- member;
      • Pavel Machitski- born in Irkutsk, Russian Federation, on January 04, 1983, residing in Bucharest, 64 Splaiul Unirii Street, District 4, identified by passport type P, no. 099095350, British Citizen, Personal Identification Number 7830104400028 – member;
      • Adrian Manaicu- born in Pitesti, on September 10,1964, domiciled in Bucharest, 5 Visana street, building 43, entrance B, 2nd floor, apartment 54, 4th district, Romanian citizen, Personal Identification Number 1640910400202 – member;
      • ♦♦♦. (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders);
      • ♦♦♦. (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders).

      (16) The meetings are held in the presence of at least 5 members of the Board of Directors, the decisions being validly taken with the vote of the majority of the members attending the meeting. The meetings are presided by the President, or in the absence thereof, by the Vice-president. In case both are absent, the oldest member present shall preside the meeting.”

    2. Approval of the new Regulation of organization and functioning of the Board of Directors
    3. Approval to empower the president of the Board of Directors for signing the Articles of Incorporation of the Company modified according to the resolution of the Extraordinary General Meeting of Shareholders and to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.
    4. Approval of the date of January 20, 2015 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market
    5. Approval of the date of January 19, 2015 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC(presently Financial Supervisory Authority)

  3. The agenda of the Ordinary General Meeting of the Shareholders is the following:

    1. Appointment of 2 (two) new directors following to the extension of the number of the directors from 5 (five) to 7 (seven)
    2. Approval of the modification of the Investments Plan for 2014
    3. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions
    4. Approval of the date of January 20, 2015 as registration date in accordance with the provisions of  art. 238 in Law no. 297/2004 on Capital Market
    5. Approval of the date of January 19, 2015 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority)

    One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right to include new items on the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the Ordinary and Extraordinary General Meetings) and to submit draft resolutions for items included or to be included on the agenda of theOrdinary and Extraordinary General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than  December 4, 2014.

    The above mentioned rights of the shareholders shall be exercised only in writing.

  4. The shareholders are entitled to ask questions related to items on the agenda of the two above mentioned meetings; the answers to be published on the Company’s Internet website page www.alro.ro.

    The questions shall be submitted or sent at the registered office of the Company in such way to be registered at the Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than December 11, 2014, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND/OR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM DECEMBER 19/20, 2014”.

  5. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary and Extraordinary General Meetings of the Shareholders personally, via correspondence or through a representative with special proxy.
  6. In case the shareholders appoint representatives for participation and voting in the Ordinary and Extraordinary General Meetings of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.
  7. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.alro.ro.
  8. Correspondence vote forms filled in by the shareholders either in Romanian or  English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the registry of the Company  not later than as follows :
    • December 17,  2014, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2014“;
    • December 17, 2014, hours 10,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2014“.
  9. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VIII of this Summons shallnot be taken into account when the presence and the voting quorum is established and when the votes are counted in the Ordinary and Extraordinary General Meetings of the Shareholders.

  10. The special proxies filled in by the shareholders  either in Romanian or in a widely used language in the international financial area, together with  the copy of the identity document of the appointed representative, shall be submitted or sent in original, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company not later than as follows:

    • December 17, 2014, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2014“;
    • December 17, 2014, hours 10,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2014“.

    The special proxies can also be sent by e-mail to the address cstoian@alro.ro following to be submitted or sent, in original, according to those above-mentioned.

  11. The special proxies not received within the term provided under art. X of this summons shall not be taken into account by the Company.
  12. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders convened for December 19/20, 2014 personally, via correspondence or through a representative with special proxy.

  13. The nominations for the director position may be deposited until December 12, 2014 and will include at least information regarding name, hometown and professional skills of the persons nominated for the director position.

    The nominations for the director position will be posted at the Company’s website starting from the date of their registration at the Company. The Company will draft the list containing the name, hometown and professional skills of the persons nominated for the director position and will make it available for the shareholders, at the Company’s registered office or on its website and can be consulted or amended by the shareholders.

  14. The documents and information related to the items of the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the draft decisions related to the items on the agenda, the Correspondence vote forms and the proxy forms for representation of the shareholders in theOrdinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Alro S.A. are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of  November 18, 2014.

Any additional information may be obtained at phone no. 0249-434.302.            

 

         Marian Daniel Nastase                                                 Gheorghe Dobra, Ph.D.

Chairman of the Board of Directors                                           General Manager