Current report prepared in compliance with CNVM Regulation no. 1/2006 article 113 pct. A, par. c, with subsequent amendments and additions, and with the stipulation of Law no. 24/2017 article no. 122 pertaining to Issuers of Financial Instruments and Mark

Fri, 04/28/2017 - 15:40

As of the date of April 28^th2017, the Alro S.A. Ordinary 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 Ioana Racoti;
Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
Hanwha Eastern Europ Equity Fund-Master Fund, holding shares representing 0.0254 % from the share capital, has voted by correspondence;
KB EURO Convergence Fund, holding shares representing 0.0111 % from the share capital, has voted by correspondence;
Ioana Racoti, holding shares representing less than 0.0001 % from the share capital;
Stoian Constantin, holding shares representing less than 0.0001 % from the share capital;
Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital;
Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4374 % from the share capital.

The following decisions have been made:

With a number of 601,190,153 votes in favour amounting 89.18 % from the share capital represented for in the meeting and a number of 72,884,852 refraining votes, the consolidated and separate financial statements for the year ended 31 December 2016 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 2016 and on the Independent Auditor’s Report for the year 2016.
The separate financial statements have the following main indicators:
- Income from sales: 2,127,064 thousands RON
- Gross profit: 292,286 thousands RON
- Operating profit: 169,609 thousands RON
- Profit for the period: 67,220 thousands RON
- Total assets: 2,394,831 thousands RON
- Total equity: 1,131,661 thousands RON
The consolidated financial statements have the following main indicators:
- Income from sales: 2,302,803 thousands RON
- Gross profit: 367,700 thousands RON
- Operating profit: 166,666 thousands RON
- Profit for the period: 71,496 thousands RON
- Total assets: 2,301,262 thousands RON
- Total equity: 900,958 thousands RON
With a number of 601,190,153 votes in favour amounting 89.18 % from the share capital represented for in the meeting and a number of 72,884,852 refraining votes, all the votes being secretly expressed in the meeting, it is hereby approved the discharge from liability for year 2016 for the directors Marian-Daniel Nastase, Serghei Gheorghe, Gheorghe Dobra, Adrian Manaicu, Pavel Machitski, Artem Anikin and Aleksandr Barabanov.
With a number 601,190,153 votes in favour amounting 89.18 % from the share capital represented for in the meeting and a number of 72,884,852 refraining votes, the Annual Report of the Directors for year 2016 is approved.
4. With a number of 673,814,398 votes in favour amounting 99.96 % from the share capital represented for in the meeting and a number of 260,607 votes against, it is hereby approved the allotting of the net profit afferent to the financial year 2016, in the amount of RON 67,220,024, in the decision option recommended by the shareholder VIMETCO N.V., as follows:
- Net profit in 2016 to be allocated: ron 67,220,024
- Dividends: ron 67,220,024
The gross dividend calculated for the year 2016, for one share is of ron 0.09417.
With a number of 673,814,398 votes in favour amounting 99.96 % from the share capital represented for in the meeting and a number of 260,607 votes against, it is hereby approved the date of May 25, 2017, as payment date, in accordance with the provisions of the art. 2 letter g) from the Regulation 6/2009 issued by NSC (actually Financial Supervisory Authority) and art. 86 paragraph 2 from Law no. 24/2017 regarding issuers of financial instruments and market operations.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, the Income and Expenses Budget for year 2017 is approved, having the following main financial indicators:
- Sales revenues: 572,396 thousands USD
- Cost of revenues: 475,435 thousands USD
- EBIT: 63,980 thousands USD
- Net Profit: 38,159 thousands USD
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, the Activity Program for year 2017 is approved.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, the Investment Plan for year 2017 is approved, forecasting the achievement of investments in a total amount of 40,984,000 USD.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, it is approved that the remuneration of the Board of Directors members for 2017 to be equal with the amount granted in the previous year, respectively USD 2,500 gross/month for each director, payable in lei.
With a number of 601,190,291 votes in favour amounting 89.18 % from the share capital represented for in the meeting and a number of 72,884,714 votes against, it is approved that, the general limit of remunerations granted in 2017 to the Board of Directors members with special functions and to the managers is to be equal with the amount approved in year 2016.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, 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 12, 2017 until August 12, 2018, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, 1st 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.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, 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.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, 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.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of May 19, 2017 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. 238 of Law no. 297/2004 on Capital Market.
With a number of 674,075,005 votes in favour amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of May 18, 2017, 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 (actually Financial Supervisory Authority).

President of the Board of Director General Manager

Marian Daniel Nastase Gheorghe Dobr