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Current report drafted according to the stipulations of the 226 article of the Law no. 297/2004
Wed, 06/27/2012 - 18:13We hereby inform all persons who may be interested that, about the summoning of the Ordinary and Extraordinary General Shareholders Meeting of Alro S.A.:
I.By Decision no. 949 taken in the Board of Directors’ meeting held on June 27, 2012, the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Piteşti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO 1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to commercial companies, republished, with subsequent changes, summons the Ordinary and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of July 20 2012, deemed as reference date, for the date of August 1st, 2012, at 11,00 AM and 11,30 AM, at the Company’s registered office in Slatina, 116 Piteşti Street, Olt County, Romania.
Should, on the above-mentioned date, the attendance quorum stipulated by the Articles of Incorporation of the Company be not met, on the basis of art. 118 of Law no. 31/1990, republished, the second Extraordinary and the second Ordinary General Meetings of Shareholders are summoned and settled for the date of August 2, 2011, at 11,00 AM and 11,30 AM at the Company’s registered office in Slatina, 116 Piteşti Street, Olt County, Romania.
II.The agenda of the Ordinary General Meeting of the Shareholders is the following:
1. Appointment of the financial auditor and establishing the duration of the financial audit contract.
2. Appointment the persons empowered to sign the financial audit contract, following to the expiry of the duration of the audit contract on August 9, 2012.
3.Approval to mandate Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders decisions.
4.Approval of the date of August 20, 2012 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market.
III.The agenda of the Extraordinary General Meeting of the Shareholders is the following:
1.Approval of the amendment of art. 18 paragraph (2) from the Articles of Incorporation of the Company as following:
“(2) The financial auditor, nominated by decision of the ordinary general meeting of shareholders, is ......., having its headquarters in ......., registered with the Trade Registry under no. ......., Sole Registration Code ........”
The Company’s articles of incorporation shall be completed with the date of the financial auditor appointed by the Ordinary General Meeting of Shareholders.
2.Approval to mandate Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders decisions, including signing the Articles of Incorporation of the company, modified according to the decisions made by the Extraordinary General Meeting of Shareholders.
3. Approval of the date of August 20, 2012 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market.
One or more shareholders, holding, individually or together, at least 5% from the share capital, have the right to put items on the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft decisions in order to be adopted in the General Meeting) and to table draft decisions for items included or to be included on the agenda of theOrdinary and Extraordinary General Meeting of the Shareholders, not later than 15 days from the date of the publishing of this Summons, respectively not later than July 16, 2012.
The above mentioned rights of the shareholders shall be exercised only in writing.
IV. The shareholders have the right to ask questions related to items on the agenda above mentioned; the answers to be given shall be published on the Internet website page of the Company www.alro.ro. The questions shall be submitted or sent at the registered office of the company in such way to be registered at the registry of the company not later than July 25, 2012, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM August 1/2, 2012 ”.
V. The registered shareholders at the reference date shall exercise the right to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders in person, by correspondence or by a representative with proxy.
VI. In case the shareholders shall appoint representatives for the participation and voting in the Ordinary and Extraordinary General Meetings of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.
VII. The voting bulletin forms by correspondence and the proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.alro.ro.
VIII. After the voting bulletins by correspondence are filled, in the Romanian language, certified of authentication of the specimen of signature by a public notary, together with the o copy of the identity document - for the natural persons and a copy of the registration certificate and the Certificate of Status, in original, issued within maximum 30 days before the first meeting or the equivalent documents issued by the competent authorities from the resident country of the shareholder –legal entity, shall be submitted or sent, in original, at the registered office of the company in such way to be registered at the registry of the company not later than July 30, 2012, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM August 1/2, 2012”.
IX. The voting bulletins by correspondence not received in the form and within the term stipulated by the art. VIII from the present Summons will not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Ordinary and ExtraordinaryGeneral Meeting of the Shareholders.
X. The proxies for the Ordinary General Meeting of Shareholders, shall be submitted or sent, in original, in the Romanian language, at the registered office of the company in such way to be registered at the registry of the company not later than July 30, 2012, hours 09,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM August 1/2, 2012 “.The proxies for the Extraordinary General Meeting of Shareholders, shall be submitted or sent, in original, in the Romanian language, at the registered office of the company in such way to be registered at the registry of the company not later than July 30, 2012, hours 09,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM August 1/2, 2012 The proxies can also be sent by e-mail to the address cstoian@alro.ro following to be submitted or sent, in original, according to those above-mentioned.
XI. The proxies not received within the term stipulated by the art. X from the present Summons will not be taken into account by the Company.
XII. Only the registered shareholders at the reference date shall have the right to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders summoned for August 1/2, 2012 by person, by a representative or by correspondence.
XIII. The documents and information related to the subjects on the agenda, as well as the draft decisions related to the items on the agenda, the voting bulletin forms by correspondence and the proxy forms for representation of the shareholders in theOrdinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of S.C Alro S.A. Slatina, are made available for the shareholders at the registered office of the company from Slatina, str. Pitesti, no. 116, Olt County, Romania, and are posted on the website of the company www.alro.ro starting from the date of June 29, 2012.
XIV. Any supplementary information may be obtained at phone no. 0249-434.302.
President of the Board of Administration Managing Director
Frank Muller Gheorghe Dobra
