En
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Current report drafted according to the stipulations of the 226 article of the Law no. 297/2004
Thu, 05/23/2013 - 21:15We 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. 1024/23.05.2013, 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 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 17 June 2013, deemed reference date, for the date of 27 June 2013, at 11,00 AM and, respectively, at 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 Ordinary and the second Extraordinary General Meetings of Shareholders are summoned and settled for the date of 28 June 2013, at 11,00 AM and, respectively, at 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 one member of the Board of Directors following to the expiry of the mandate of Mr. Adrian Manaicu
2. Approval to mandate Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders decisions.
3. Approval of the date of 15 July 2013 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. 15 paragraph (5) from the Articles of Incorporation of the Company as following:
“(5)The structure of the Board of Directors is the following:
• Marian-Daniel Năstase - born on May 13th 1972, in Bucharest, Romania, domiciled in Bucharest, 56 Poet Teodor Dumitru Neculuta street, 2nd district, Romanian citizen, Personal Identification Number 1720513470039 - Chairman;
• Frank Holger Mueller - born on January 28th 1957, in Weimar, Germany, domiciled in Germany, Singen (Hohentwiel) Schlachthausstraße 31, identified by identity card no. 686481599 issued by German authorities, valid untill 01.01.2018, German citizen– Vice- chairman;
• Gheorghe Dobra - born on February 25, 1959, atOinacu, Branistea village, Giurgiu County, Romania,domiciled inSlatina, 40 Panselelor street, Olt County, Romanian citizen, Personal Identification Number 1590225284389 – member;
• Pavel Machitski, born on January 4th, 1983, in Irkutsk, Russian Federation, currently residing in Bucharest, 64 Splaiul Unirii, 4th district, holder passport type P, no. 099095350, Britsh citizen, Personal Identification Number 7830104400028 – member;
• _____________, born on __________, in ______________, domiciled in________, __________, building ___, entrance ____, ____ floor, appartment _____, district/county, __________ citizen, Personal Identification Number ____________- member.”
The Company’s articles of incorporation shall be completed with the personal data of one member of the Board of Directors, 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 15 July 2013as 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 11 June 2013.
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 19 June 2013, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28 June 2013”.
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. The voting bulletin forms by correspondence filled out by the shareholder either in Romanian language, or in English, with signature authorized by a public notary (together with the copy of the identification card – for the natural persons or the registration certificate and Confirmation of Company Details issued by the Commerce Register/equivalent documents issued by the relevant authorities from the country where the shareholder resides – for the legal persons, certifying the quality of legal representative of the Form of vote by correspondence signatory/signatories, in original fold or in certified true copy, issued 3 months at most prior to the date of summons publication), shall be submitted or sent through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the company not later than, as follows:
- 25 June 2013, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28 June 2013”;
- 25 June 2013, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28 June 2013”.
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 special proxies filled out by the shareholder either in Romanian or in English (accompanied by the copy of the identity document – for the shareholders natural entities pr by the Confirmation of Company Details issued by the Commerce Register /equivalent documents issued by the competent authorities in the shareholder’s residence country – legal entity, certifying the capacity of legal representative of the proxy signatory/signatories, in original fold or in certified true copy, issued maximum 3 months before the summons publication date), shall be submitted or sent through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the company not later than, as follows:
- 25 June 2013, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28 June 2013”;
- 25 June 2013, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28 June 2013”.
The proxies can also be sent by e-mail to the address cstoian@alro.rofollowing 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 27/28 June 2013 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 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.rostarting from the date of 24 May 2013.
XIV.The nominations for the director position may be deposited until 11 June 2013 and will include at least information regarding name, hometown and professional skills of the bodies nominated for the director position.
XV.The nominations for the director position will be posted at the Company’s website starting from the date of their registration at the Company. The Company will draft the list containing the name, hometown and professional skills of the bodies nominated for the director position and will make it available for the shareholders, at the Company’s registered office or on its website and can be consulted or amended by the shareholders.
XVI.Any supplementary information may be obtained at phone no. 0249-434.302.
President of the Board of Administration General Manager
Marian Nastase Gheorghe Dobra
