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Current report in compliance with the stipulations of article no. 122 from the Law no. 24/2017 regarding Issuers of financial instruments and market operations

Mon, 02/19/2018 - 23:39

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

I.       Further to its Resolution no. 1375 dated February 19, 2018,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 Ordinary and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of March 12, 2018, considered reference date, for the date of March 23, 2018, at 11,00 AM and respectively at 11,30 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 Ordinary and the second Extraordinary General Meetings of the Shareholders are convened and setfor the date of March 24, 2018, at 11,00 and respectively at 11,30 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

 

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

1.      Appointment of one member of the Board of Directors, following to the resignation of Mr. Artem Anikin

2.      Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolution

3.      Approval of the date of April 17, 2018 as registration date, for the opposability of all the decisions made by the Shareholder’s Ordinary General Meeting,in accordance with the provisions of art. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations

4.      Approval of the date of April 16, 2018 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)

 

III.The agenda of the Extraordinary General Meeting of the Shareholders is the following:

1.      Approval of the modification of art. 15 paragraph (5) of the Articles of Incorporation of the Company following the appointment of one member of the Board of Directors, as follows:

“(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 – Ukraine, on May 20, 1960,  domiciled in Bucharest, no. 18  Libertatii Street, block of  flats no. 104, 2nd entrance, apartment no. 31, district 5, Romanian citizen, Personal Identification Number 1600520400171 – Vice-president;
  • Gheorghe Dobra – born in Oinacu, Branistea village, Giurgiu county, Romania, on February 25, 1959, domiciled in Slatina, no. 40 Panselelor street, Olt county, Romanian citizen, Personal Identification Number 1590225284389– member;
  • Pavel Machitski – born in Irkutsk, Russian Federation, on January 4th, 1983, identified with passport type P, no. 53 1233404, issued on December 16, 2016 and valid until December 16, 2026, Russian citizen– 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;
  • Aleksandr Barabanov - born in Balashiha (Moscow region), on May 8, 1979, domiciled in Balashiha, Moscow region, 40 Let Pobedi Street, no.13, apartment 10, Russia, 143905, Russian citizen, identified with passport type P, no. 750548838- 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)

2.      Approval of the modification of the Articles of Incorporation of the Company by introducing a new article after the art. no. 16 and re-numbering as o consequence of the other articles from the Articles of incorporation. The article new inserted shall have the following content:

“Article 17. The Audit Committee

(1)         The Company shall organize an audit committee made of 3 members, appointed by the Extraordinary General Meeting of the Shareholders. The Committee will comprise an independent non-executive member of the Board of Directors and two members, from which at least 1 must be independent from the Company.

(2)         The audit committee will have the qualifications stipulated by the law in the field in which the Company activates and at least one member of the audit committee should have skills and proper experience in the field of accounting and statutory audit, proven by qualification documents.

(3)         The audit committee will be in charge with monitoring the financial reporting process, the Company’s risk management system and the effectiveness of the de internal control system, making a yearly evaluation of it including of the internal and external audit procedures and also other tasks stipulated by the law or by the applicable standards. The responsibilities and rules regarding the audit committee’s functioning and component shall be established and detailed by the committee’s terms of reference.”

3.      Appointment of the members of the Audit Committee and establishing their mandate duration

4.      Approval of the remunerations of the Audit Committee’s members

5.      Approval of the Audit Committee’s terms of reference

6.      Approval of the new Regulation of organization and functioning of the Board of Directors

7.      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

8.      Approval of the date of April 17, 2018 as registration date, for the opposability of all the decisions made by the Extraordinary General Meeting of the Shareholder,in accordance with the provisions of art. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations

9.      Approval of the date of April 16, 2018 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)

IV.  One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, registered at the reference date, has/have the right:

(a)     to include new items on the agenda of the two 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 General Meetings) and

(b)    to submit draft resolutions for items included or to be included on the agenda of the two General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than March 8, 2018.

        The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing.

V.  The shareholders are entitled to ask questions related to items on the agenda of the two above mentioned general 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 March 15, 2018, 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 MARCH 23/24, 2018”.

VI.  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/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law.

VII.  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.

VIII. 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.

IX. 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 Registration Office of the Company as follows:

-  not later than March 21, 2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 23/24, 2018”; In case of correspondence voting forms for secret vote, the correspondence voting forms shall be enclosed in a distinct envelope on which it shall be mentioned: “SECRET VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 23/24 2018”;

-  not later than March 21,2018, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 23/24, 2018 “.

X. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. IX 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.

XI. The proxies for shareholders’ representation in the General Meetings, 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 copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company as follows:

-  not later than March 21, 2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 23/24, 2018 “;

-  not later than March 21, 2018, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 23/24, 2018 “.

The proxies can also be sent by e-mail to the address cstoian@alro.ro.

XII.  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 March 23/24, 2018, personally, via correspondence or through a representative with proxy.

XIII. The nominations for the director position may be deposited until March 16, 2018 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.

XIV. 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 the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders 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 February 20, 2018.

 

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

 

Marian-Daniel Năstase                                               Gheorghe Dobra, Ph.D.

                  Chairman of the Board of Directors                                       General Manager