Current Report Later OGSM - April 28, 2020

As of the date of April 28, 2020, the Alro S.A. Ordinary General Meeting of Shareholders took place, in compliance with ASF Regulation no. 5/2020

It was attended by the following shareholders:

·      Vimetco NV, Netherlands, holding shares representing  54.1898 % from the share capital, has voted by correspondence;

·      Paval Holding SRL, Bacau, holding shares representing  23.2117 % from the share capital, has voted by correspondence;

·      Fondul Proprietatea S.A., Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·      Fondul de Pensii administrat privat NN Pensii S.A.F. P.A.P. S.A., Bucharest, holding shares representing  4.4131 % from the share capital, has voted by correspondence;

·      Fond de pensii administrat privat AZT VIITORUL TAU, Bucharest, holding shares representing  3.2690 % from the share capital, has voted by correspondence;

·      SIF Moldova, Bacau, holding shares representing  0.4670 % from the share capital, has voted by correspondence;

·      Fondul de pensii Facultative NN Optim/NN asigurari de viata, Bucharest, holding shares representing  0.2480 % from the share capital, has voted by correspondence;

·      SIF Muntenia, Bucharest, holding shares representing  0.1375 % from the share capital, has voted by correspondence;

·      Fondul de pensii facultative NN Activ/NN asigurari de viata, Bucharest, holding shares representing  0.1351 % from the share capital, has voted by correspondence;

·      Fond de pensii facultative AZT MODERATO, Bucharest, holding shares representing  0.0934 % from the share capital, has voted by correspondence;

·      Fond de pensii facultative AZT VIVACE, holding shares representing  0.0514 % from the share capital, has voted by correspondence;

·      Mesina Dragos Ion, holding shares representing  0.0001 % from the share capital, has voted by correspondence;

·      Stoian Constantin, holding shares representing less than 0.0001 % from the share capital; 

·      Dobra Gheorghe, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Ordinary General Meeting hold shares amounting to 96.42 % from the share capital.

The following decisions have been made: 

1.    With a number of 612,058,461 votes in favor amounting  88.93 % from the share capital represented in the meeting, a number of 3,333,333 votes against,  72,884,852 refraining votes and 800 null votes, the consolidated and separate financial statements for the year ended 31 December 2019 prepared in accordance with the Ministry of Public Finance Order no. 2844/2016, which is in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, based on the Annual Report of the Directors for the year 2019 and on the Independent Auditor’s Report for the year 2019. 

The separate financial statements have the following main indicators: 

- Income from sales:                  2,492,611 thousands RON 

- Gross profit:                             57,963 thousands RON 

- Operating result:                      (88,572) thousands RON 

- Result for the period:               (152,901) thousands RON

- Total assets:                             2,122,568  thousands RON 

- Total equity:                             741,546  thousands RON 

The consolidated financial statements have the following main indicators: 

- Income from sales:                2,777,801 thousands RON 

- Gross profit:                           227,016 thousands RON 

- Operating result:                    99,241 thousands RON 

- Result for the period:             (67,237) thousands RON

- Total assets:                           2,462,026 thousands RON 

- Total equity:                           769,952 thousands RON

2.    With a number of 612,058,461 votes in favor amounting  88.93 % from the share capital represented in the meeting, a number of 3,333,333 votes against,  72,884,852 refraining votes and 800 null votes, all the votes being secretly expressed in the meeting, it is hereby approved the discharge from liability for year 2019 for the directors Marian-Daniel Nastase, Svetlana Pinzari, Serghei Gheorghe, Gheorghe Dobra, Adrian Manaicu, Pavel Machitski, Aleksandr Barabanov, Iuga Vasile, Burduja Marinel, Ciocirlan Laurentiu Gabriel, Truta Oana Valentina, Cheta Voicu and Pavel Priymakov.

3.    With a number of 612,058,461 votes in favor amounting  88.93 % from the share capital represented in the meeting, a number of 3,333,333 votes against,  72,884,852 refraining votes and 800 null votes, the Annual Report of the Directors for year 2019 is approved.

4.    With a number of 684,943,313 votes in favor amounting  99.52 % from the share capital represented in the meeting, a number of 3,333,333 votes against and 800 null votes, the Income and Expenses Budget for year 2020 is approved, having the following main financial indicators: 

- Sales revenues:                    613,332 thousands USD 

- Cost of revenues:                 624,682 thousands USD 

- EBIT:                                     35,094 thousands USD 

- Net Profit:                             15,185 thousands USD

5.    With a number of 684,943,313 votes in favor amounting  99.52 % from the share capital represented in the meeting, a number of 3,333,333 votes against  and 800 null votes, the Investment Plan for year 2020 is approved, forecasting the achievement of investments in a total amount of USD 24,052,000.

6.    With a number of 684,943,313 votes in favor amounting  99.52 % from the share capital represented in the meeting, a number of 3,333,333 votes against  and 800 null votes, the Activity Program for year 2020 is approved.

7.    With a number of 587,691,934 votes in favor amounting  85.39 % from the share capital represented in the meeting, a number of 3,333,333 votes against,  97,251,379 refraining votes and 800 null votes, it is approved that the remuneration of the Board of Directors members for 2020 to be equal with the amount approved for the previous year, according to the GSM decision no. 651 dated January 21, 2020.

8.    With a number of 587,691,934 votes in favor amounting  85.39 % from the share capital represented in the meeting, a number of  76,218,047 votes against,  24,366,665 refraining votes and 800 null votes, it is approved that, the general limit of remunerations granted in 2020 to the Board of Directors members with special functions and to the managers to be equal with the general limit approved for the previous year. 

9.    With a number of 615,391,932 votes in favor amounting  89.41 % from the share capital represented in the meeting, a number of 72,884,714 refraining votes and 800 null votes, all the votes being secretly expressed in the meeting, it is hereby appointed as financial auditor for a one year mandate from the audit contract expiring date, respective, from August 15, 2020 until August 15, 2021, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, 1 st district, no. 15-17 Ion Mihalache bvd., Bucharest Tower Center Building, 21st floor, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783. 

10. With a number of 688,276,646 votes in favor amounting 99.99 % from the share capital represented in the meeting and 800 null votes, it is hereby approved to authorize the General Director and the Financial Director of Alro S.A. to sign the contract with the financial auditor appointed by the Shareholders’ General Ordinary Meeting.

11. With a number of 688,276,646 votes in favor amounting 99.99 % from the share capital represented in the meeting and 800 null votes, it is hereby approved the empower of Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders resolutions. 

12. With a number of 688,276,646 votes in favor amounting 99.99 % from the share capital represented in the meeting  and 800 null votes, it is hereby approved the date of May 22, 2020 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. 

13. With a number of 688,276,646 votes in favor amounting 99.99 % from the share capital represented in the meeting  and 800 null votes, it is hereby approved the date of May 21, 2020, 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.