Current Report Later OGSM & EGSM - November 22, 2022

I. As of the date of November 22, 2022, 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;

· Fondul Proprietatea S.A., Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

· 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;

· 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;

· 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;

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

· Patlagica Constantin holding shares representing  0.0003 % from the share capital, has voted by correspondence;

· 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.

 

The shareholders attending the Ordinary General Meeting hold shares amounting to 72.54 % from the share capital.

The following decisions have been made: 

 

1. By a number of 495,323,171 total votes expressed, accounting for 495,323,171 shares, respectively 69.39 % of the total share capital, out of which 494,744,874 votes against accounting for 95.55 % of the share capital represented for in the meeting, 578,297 votes in favor and 22,448,307 uncast votes (of which  22,448,307 abstention votes), all the cast votes being valid, the Remuneration Policy in the version proposed by the Company’s Board of Directors is hereby rejected. 

 

2. By a number of 517,771,478 total votes expressed, accounting for 517,771,478  shares, respectively 72.54 % of the total share capital, out of which 517,771,478  votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, 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. 

 

3. By a number of 517,771,478 total votes expressed, accounting for 517,771,478  shares, respectively 72.54 % of the total share capital, out of which 517,771,478  votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of  December 23, 2022 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. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations. 

 

4. By a number of 517,771,478  total votes expressed, accounting for 517,771,478  shares, respectively 72.54 % of the total share capital, out of which 517,771,478  votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of December 22, 2022, 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 November 22, 2022, the Alro S.A. Extraordinary 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;

· Fondul Proprietatea S.A., Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

· 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;

· 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;

· 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;

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

· Patlagica Constantin holding shares representing  0.0003 % from the share capital, has voted by correspondence;

· 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.

 

The shareholders attending the Extraordinary General Meeting hold shares amounting to 72.54 % from the share capital.

The following decisions have been made: 

1. By a number of 444,884,655 total votes expressed, accounting for 444,884,655 shares, respectively 62.32 % of the total share capital, out of which 444,884,655  votes in favour accounting for 85.92 % of the share capital represented for in the meeting and 72,886,823 uncast votes (of which 72,886,823 abstention votes), all the cast votes being valid, it is hereby approved the Company's participation, with a contribution in cash, representing the equivalent in RON at an exchange rate to be determined later by the parties, of the amount of Eur 43,514,190, in the establishment of a joint venture in order to build a power plant of 850 Mw at Ișalnița. 

 

2. By a number of 444,884,655  total votes expressed, accounting for 444,884,655  shares, respectively 62.32 % of the total share capital, out of which 444,884,655  votes in favour accounting for 85.92 % of the share capital represented for in the meeting  and 72,886,823 uncast votes (of which  72,886,823 abstention votes), all the cast votes being valid, it is hereby approved the empowerment of the General Manager and of the Financial Manager of the Company to negotiate and to sign, together, both the associates agreement and the articles of incorporation of the new company, as well as any other documents necessary for the completion of the project. The General Manager and/or the Financial Manager may mandate another person to carry out the above mentioned. 

 

3. By a number of 517,769,369 total votes expressed, accounting for 517,769,369 shares, respectively 72.54 % of the total share capital, out of which 517,769,369 votes in favour accounting for 99.9 % of the share capital represented for in the meeting  and 2,109 uncast votes (of which  2,109 abstention votes), 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 Extraordinary General Meeting of Shareholders’ resolutions.

 

4. By a number of 517,769,369 total votes expressed, accounting for 517,769,369 shares, respectively 72.54 % of the total share capital, out of which 517,769,369 votes in favour accounting for 99.9 % of the share capital represented for in the meeting and 2,109 uncast votes (of which  2,109 abstention votes), all the cast votes being valid, it is hereby approved the date of December 23, 2022 as registration date, for the opposability of all the decisions made by the Extraordinary General Meeting of the Shareholder, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations. 

 

5. By a number of 517,769,369 total votes expressed, accounting for 517,769,369 shares, respectively 72.54 % of the total share capital, out of which 517,769,369 votes in favour accounting for 99.9 % of the share capital represented for in the meeting and 2,109 uncast votes (of which  2,109 abstention votes), all the cast votes being valid, it is hereby approved the date of December 22, 2022 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.

 

 

President of the Board of Director                    General Manager

Marian Daniel Nastase                                     Gheorghe Dobra