Current Report Later OGSM & EGSM - Aprilie 25, 2023

Tue, 04/25/2023 - 18:11

I. As of the date of April 25, 2023, the Alro S.A. Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

· Vimetco PLC Cyprus, 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, represented by Calin Adrian Metes;

· 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;

· Fondul de Pensii Administrat privat AZT Viitorul Tau, holding shares representing 3.0929 % from the share capital, has voted by correspondence;

· Fond de Pensii Facultative NN Optim/NN Asigurari de Viata S.A. Bucharest, holding shares representing 0.2872 % from the share capital, has voted by correspondence;

· FDI BRD Actiuni Bucuresti, holding shares representing 0.2596 % from the share capital, has voted by correspondence;

· Fond de Pensii Facultative NN Activ/NN Asigurari de Viata S.A. Bucharest, holding shares representing 0.2122 % from the share capital, has voted by correspondence;

· Erste Equity Romania/SAI Erste AM Bucharest, holding shares representing 0.1067 % from the share capital, has voted by correspondence;

· Erste Balanced RON/SAI Erste AM Bucharest, holding shares representing 0.0911 % from the share capital, has voted by correspondence;

· FDI BT Maxim adm BT Asset Management SAI SA, Cluj, holding shares representing 0.0807% from the share capital, has voted by correspondence;

· Fondul de Pensii Facultative AZT Vivace, holding shares representing 0.0514 % from the share capital, has voted by correspondence;

· Nastase Marian Daniel, holding shares representing 0.0420 % from the share capital;

· Nastase Genoveva, holding shares representing 0.0420 % from the share capital;

· Sandea Marius Dorin, holding shares representing 0.0211 % from the share capital, has voted by correspondence;

· FDI Certinvest BET Index Bucharest, holding shares representing 0.0051% from the share capital, has voted by correspondence;

· Rus Dragos Octavian, holding shares representing 0.0042 % from the share capital, has voted by correspondence;

· Fondul de Pensii Facultative AZT Moderato, holding shares representing 0.0008 % from the share capital, has voted by correspondence;

· FDI Certinvest XT Index/SAI Certinvest Bucharest, holding shares representing 0.0007 % from the share capital, has voted by correspondence;

· 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.

The shareholders attending the Ordinary General Meeting hold shares amounting to 96.32 % from the share capital.

The following decisions have been made:

1. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 614,052,086 votes in favour accounting for 89.31 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 73,484,852 votes unexpressed (from which 73,484,852 abstention votes), all the cast votes being valid, there are hereby approved the consolidated and separate financial statements for the year ended 31 December 2022 prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 with subsequent changes, 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 2022 and on the Independent Auditor’s Report for the year 2022.

The separate financial statements have the following main indicators:

- Income from the contracts with clients: 3,180,972 thousands RON

- Gross result: 136,350 thousands RON

- Operating result: 555,421 thousands RON

- Result for the period: 330,971 thousands RON

- Total assets: 3,375,836 thousands RON

- Total equity: 1,412,881 thousands RON

The consolidated financial statements have the following main indicators:

- Income from the contracts with clients: 3,554,066 thousands RON

- Gross result: 279,405 thousands RON

- Operating result: 683,889 thousands RON

- Result for the period: 409,479 thousands RON

- Total assets: 3,789,934 thousands RON

- Total equity: 1,549,426 thousands RON

2. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 614,052,086 votes in favour accounting for 89.31 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 73,484,852 votes unexpressed (from which 73,484,852 abstention votes), all the cast votes being secretly expressed and valid, it is hereby approved the discharge from liability for year 2022 for the directors Marian-Daniel Nastase, Svetlana Pinzari, Gheorghe Dobra, Vasile Iuga, Marinel Burduja, Laurentiu Gabriel Ciocirlan, Oana Valentina Gavrila (ex Truta), Voicu Cheta, Igor Higer, Genoveva Nastase, Dragos-Adrian Voncu, Pavel Machitski, Aleksandr Barabanov and Pavel Priymakov.

3. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 614,652,224 votes in favour accounting for 89.39 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, it is approved that the net profit of the Company, afferent to the year 2022, in the amount of RON 330,970,599 to remain at the Company’s disposal as undistributed profit.

4. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 614,052,086 votes in favour accounting for 89.31 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 73,484,852 votes unexpressed (from which 73,484,852 abstention votes), all the cast votes being valid, the Annual Report of the Directors for year 2022 is approved.

5. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 590,792,217 votes in favour accounting for 85.92 % of the share capital represented for in the meeting, respectively 88.82 % from the votes expressed, 74,296,414 votes against and 22,448,307 votes unexpressed (from which 22,448,307 abstention votes), all the cast votes being valid, the Remuneration Report for year 2022 is approved.

6. By a number of 687,536,938 total votes expressed, accounting for 687,536,938shares, respectively 96.32 % of the total share capital, out of which 614,652,224 votes in favour accounting for 89.39 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,414 votes unexpressed (from which 72,884,414 abstention votes), all the cast votes being valid, the consolidated Annual report for the year 2022 in the form of ESEF, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“ESEF Regulation”) and of FSA Regulation no. 7 from 19 March 2021 with regard of the obligation for issuers whose securities are admitted to trading on a regulated market of annual financial statements in a single electronic reporting format is approved.

7. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,495,243 votes in favour accounting for 99.9 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, the Income and Expenses Budget for year 2023 is approved, having the following main financial indicators:

- Sales revenues: 783,353 thousands USD

- Cost of revenues: 770,893 thousands USD

- EBIT: 60,764 thousands USD

- Profit: 15,077 thousands USD

8. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,536,938 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, the Investment Plan for year 2023 is approved, forecasting the achievement of investments in a total amount of USD 26,283,000.

9. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,495,243 votes in favour accounting for 99.9 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, the Activity Program for year 2023 is approved.

10. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 578,134,251 votes in favour accounting for 84.08 % of the share capital represented for in the meeting, respectively 84.09 % from the votes expressed, 109,360,992 votes against and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, the Remuneration policy is approved, in the version recommended by the Board of Directors.

11. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 611,345,531 votes in favour accounting for 88.91 % of the share capital represented for in the meeting, respectively 88.92 % from the votes expressed, 76,149,712 votes against and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, it is approved that the remuneration of the Board of Directors members for 2023 to be equal with the amount granted in year 2022, namely 3,409 EUR/gross/member of the Board, payable in Romanian LEU.

12. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 611,345,531 votes in favour accounting for 88.91 % of the share capital represented for in the meeting, respectively 88.92 % from the votes expressed, 76,149,712 votes against and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, it is approved that the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2023 to be equal with the amount granted in year 2022, namely to be of maximum 0.25% of the Company’s turnover achieved in 2020.

13. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 611,345,531 votes in favour accounting for 88.91 % of the share capital represented for in the meeting, respectively 88.92 % from the votes expressed, 76,149,712 votes against and 41,695 votes unexpressed (from which 41,695 abstention votes), all the cast votes being valid, it is approved that the remuneration of the Board of Directors members with special functions in 2023 to be equal with the amount granted in the year 2022, namely 811 EUR gross/month for each member of a committee, payable in Romanian LEU.

14. With a number of 616,416,433 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Nastase Marian-Daniel, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Nastase Marian-Daniel is hereby terminated.

15. With a number of 616,415,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mrs. Pinzari Svetlana, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mrs. Pinzari Svetlana is hereby terminated.

16. With a number of 616,417,951 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Dobra Gheorghe, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Dobra Gheorghe is hereby terminated.

17. With a number of 616,350,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Iuga Vasile, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Iuga Vasile is hereby terminated.

18. With a number of 616,176,450 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Burduja Marinel, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Burduja Marinel is hereby terminated.

19. With a number of 616,577,258 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Cheta Voicu, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Cheta Voicu is hereby terminated.

20. With a number of 616,415,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Higer Igor, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Higer Igor is hereby terminated.

21. With a number of 616,415,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mrs. Nastase Genoveva, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mrs. Nastase Genoveva is hereby terminated.

22. With a number of 616,415,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Voncu Dragos-Adrian, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The previous mandate of Director of Mr. Voncu Dragos-Adrian is hereby terminated.

23. With a number of 699,872,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Paval Darius, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The mandate of Director of Mr. Ciocîrlan Laurențiu-Gabriel is hereby terminated.

24. With a number of 699,872,124 cumulated votes, all the cast votes being secretly expressed and valid, it is hereby appointed as director Mr. Fercu Adrian, for a four-years mandate, valid from April 26, 2023 until April 26, 2027, with full authority. The mandate of Director of Mrs. Gavrilă Oana-Valentina is hereby terminated.

25. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,536,938 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders resolutions.

26. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,536,938 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of May 26, 2023 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.

27. By a number of 687,536,938 total votes expressed, accounting for 687,536,938 shares, respectively 96.32 % of the total share capital, out of which 687,536,938 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of May 25, 2023, 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.

II. As of the date of April 25, 2023, the Alro S.A. Extraordinary General Meeting of Shareholders took place.