Current report drafted according to the provisions of the article 226 of the Law no. 297/2004

As of the date of April 29^th, 2013, the S.C. 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 Elena Iacob;

·        Proprietatea Fund, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·        S.C. Conef S.A., holding shares representing 3.7689 % from the share capital, represented by Elena Iacob;

·        Popescu Buzeu Radu, holding shares representing 0.0070 % from the share capital;

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

·        Marin Tudor, 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; 

·        Oprescu Cristian, holding shares representing less than 0.0001 % from the share capital; 

The shareholders attending the Ordinary General Meeting hold shares amounting to 98.177 % from the share capital.

The following decisions have been made:

1. With a number of 700,765,979 amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, the standalone Report of the Directors for year 2012 is approved.

2. With a number of 700,765,979 amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, the consolidated Report of the Directors for year 2012 is approved.

3. With a number of 700,765,979  amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, by secret vote, the directors’ discharge from liability for year 2012 is approved.

4. With a number of 627,881,279 amounting 89.6 % from the share capital represented for in the meeting, a number of 124 votes refraining votes and a number of 72,884,714 votes where the option was not expressed the standalone Report of the Financial Auditor for year 2012 is acknowledged.

5. With a number of 627,881,279 amounting 89.6 % from the share capital represented for in the meeting, a number of 124 refraining votes and a number of 72,884,714 votes where the option was not expressed, the consolidated Report of the Financial Auditor for year 2012 is acknowledged.

6. With a number of 700,765,979 amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, the standalone financial statements for the year 2012 prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012 are approved, having the following main indicators:

            - Income from sales: 2.300.639.822 RON

            - Gross profit: 419.334.735 RON

            - Operating profit: 285.714.493 RON

            - Loss/annual profit: (155.270.970) RON

            - Total assets: 2.281.298.410 RON

            - Total equity: 1.184.214.070 RON.

7. With a number of 700,765,979  amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, the consolidated financial statements for the year 2012, prepared in accordance with the International Financial Reporting Standards (IFRS) , pursuant to the Order of the Ministry of Public Finances no. 1286/2012 are approved, having the following main indicators:

            - Income from sales: 2.348.901 ths RON

            - Gross profit: 384.055 ths RON

            - Operating profit: 208.698 ths RON

            - Loss/annual profit: (240.290) ths RON

            - Total assets: 2.121.362 ths RON

            - Total equity: 906.022 ths RON

8. With a number of 700,765,979  amounting 99.99 % from the share capital represented for in the meeting and 138 refraining votes, the annual report drawn up in accordance with the provisions of the Regulation no. 1/2006 of the NSC (National Securities Commission), for year 2012, is approved.

9.With a number of 627,881,403 amounting 89.6 % from the share capital represented for in the meeting and 72,884,714 refraining votes, the Income and Expenses Budget for year 2013, is approved, having the following main financial indicators:

- sales revenues: 628.157 th USD

- cost of revenues: 571.534 th USD

- EBIT: 14.567 th USD

- loss: (7.211) th USD

10.With a number of 700,766,117 amounting 100 % from the share capital represented for in the meeting, the Activity Program for year 2013 is approved.

11. With a number of 700,766,117  amounting 100 % from the share capital represented for in the meeting, the Investment Plan for year 2013, forecasting the achievement of investments in a total amount of 18,854 th USD.

12. With a number of 700,766,117  amounting 100 % from the share capital represented for in the meeting, the remuneration of the members of the Board of Directors in 2013, in an amount equal to the one approved for the year 2012, that is 2,500 USD gross/month for each director, to be paid in lei.

13. With a number of 627,881,403 amounting 89.6 % from the share capital represented for in the meeting and a number of 72,884,714 votes against, the general limit of all the remunerations granted in 2013 to the members of the Board with special positions and to the managers, representing 0.5% of the turnover achieved in 2012 (RON 2.300.639.822).

14. With a number of 700,766,117  amounting 100 % from the share capital represented for in the meeting, the mandate of Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders decisions is approved.

15. With a number of 700,766,117  amounting 100% from the share capital represented for in the meeting, the date of May 22, 2013, as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market, is approved.

PDF: 

290413_Current Report_29 apr 2013.pdf