Current report EGSM resolution Alro October 11, 2018

As of the date of October 11,2018, the Alro S.A. Extraordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Racoti Ioana;
• Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Hanwha Eastern Europe Equity Fund-Master Fund-Korea, holding shares representing 0.0332 % from the share capital, has voted by correspondence;
• KB EURO Convergence Fund-Korea, holding shares representing 0.0172 % from the share capital, has voted by correspondence;
• Lupu Sever, holding shares representing 0.0078 % from the share capital;
• Dobra Gheorghe, holding shares representing less than 0.0001 % from the share capital; 
• Stoian Constantin, holding shares representing less than 0.0001 % from the share capital; 
• Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;
• Racoti Ioana, holding shares representing less than 0.0001 % from the share capital;
• Moldovan Tit-Liviu, holding shares representing less than 0.0001 % from the share capital;
• Panaite Adrian, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.4592 % from the share capital.

The following decisions have been made:

1. With a number of 601,345,151 votes in favor, amounting 89.1898 % from the share capital represented in the meeting and 72,884,962 refraining votes, it is hereby approved the amendment of the Articles of Incorporation of the Company as follows:

A. Art. 12 (2) a) shall be amended and shall have the following content:

a) approves or amends the financial statements of the company, after having analyzed the report of the directors and the report of the financial auditor;

B. Art. 24 shall be amended and shall have the following content:                                                 

1.  The profit of the company shall be established based on the financial statements approved by the General Meeting of Shareholders. The profit subject to taxation shall be established in compliance with the law.
2. Special funds may be set up from the company profit, aiming to finance the modernization, research and development of new products, investment and repairs as well as for other purposes as established by the General Meeting of the Shareholders.
3. At least 5% of company profit shall be transferred annually to form the reserve fund until a minimum of a fifth of the share capital is achieved.
4. The profit shall be distributed in accordance with the decision of the General Meeting of the Shareholders. The quarterly distribution of profit may be made optionally during the financial year, on the basis of the audited interim financial statements, in accordance with the legal provisions.
5. Dividends shall be distributed to the shareholders proportionally to their participation to the paid-up share capital, optionally quarterly on the basis of the interim financial statements and yearly, after the regularization made by the annual financial statements.
6. The payment of the dividends due to the shareholders shall be made in accordance with the legal provisions, by the company, after the approval of the financial statements by the General Meeting of the Shareholders, within a period of time established by the latter. Dividends may be optionally paid quarterly within the term established by the General Meeting of Shareholders, regularization of the differences from the distribution of dividends during the financial year having to be made by the annual financial statements. Payment of the differences from the regularization shall take place within 60 days from the date of approval of the annual financial statements corresponding to the financial year which ended. Payment by the shareholders who owe dividend restitutions after the regularization made by the annual financial statements shall take place within the same term.
7. In case losses are reported, the General Meeting of the Shareholders shall analyze the causes and make a decision accordingly, as per the legal provisions.
8. Losses shall be borne by the shareholders proportionally to their contributions to the registered share capital.

2. With a number of 674,229,865 votes in favor, amounting 99.99 % from the share capital represented in the meeting and 248 refraining votes, it is hereby approved 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

3. With a number of 674,229,865 votes in favor, amounting 99.99 % from the share capital represented in the meeting and 248 refraining votes, it is hereby approved the date of October 31, 2018 as registration date, for the opposability of all the decisions made by the Shareholder’s Extraordinary 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. With a number of 674,229,865 votes in favor, amounting 99.99 % from the share capital represented in the meeting and 248 refraining votes, it is hereby approved the date of October 30, 2018, as ex date, in accordance with the provisions of art. 187 point 11 of Regulation no. 5/2018 regarding the issuers of the financial instruments and market operations issued by the Financial Supervisory Authority