Current report drafted according to the provisions of the article 226 of the Law no. 297/2004
Fri, 04/29/2016 - 15:04
As of the date of April 29th 2016, 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 Elena Iacob;
- Fondul Proprietatea, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
- AZT ”Viitorul Tau” Privately Managed Pension Fund Bucharest, holding shares representing 0.0191 % from the share capital, has voted by correspondence;
- AZT VIVACE Voluntary Pension Fund Bucharest, holding shares representing 0.0085 % from the share capital, has voted by correspondence;
- AZT MODERATO Voluntary Pension Fund Bucharest, holding shares representing 0.0052 % from the share capital, has voted by correspondence;
- Gheorghe Dobra, 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;
The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4336 % from the share capital.
The following decisions have been made:
1. By a number of 601,163,046 votes in favour amounting to 89.19 % of the share capital represented in the meeting and 72,884,852 refraining votes, the Stand-alone Report of the Directors for year 2015 is hereby approved.
2. By a number of 601,163,046 votes in favour amounting to 89.19 % of the share capital represented in the meeting and 72,884,852 refraining votes, the Consolidated Report of the Directors for year 2015 is hereby approved.
3. By a number of 601,163,046 votes in favour amounting to 89.19 % of the share capital represented in the meeting and 72,884,852 refraining votes, all the votes being secretly expressed in the meeting, it is hereby approved the discharge from liability for year 2015 for the directors Marian-Daniel Nastase, Serghei Gheorghe, Gheorghe Dobra, Adrian Manaicu, Pavel Machitski, Artem Anikin and Alexandr Barabanov.
4. By a number of 601,163,046 votes in favour amounting to 89.19 % of the share capital represented in the meeting and 72,884,852 refraining votes, the Stand-alone Financial Statements for the year 2015 prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012, based on the Stand-alone Report of the Financial Auditor for year 2015 are hereby approved, having the following main indicators:
- Income from sales: - 2,299,197 thousands RON
- Gross profit: - 312,111 thousands RON
- Operating profit: - 157,330 thousands RON
- Loss for the period: - 24,036 thousands RON
- Total assets: - 2,291,567 thousands RON
- Total equity: - 1,064,856 thousands RON
5. By a number of 601,163,046 votes in favour amounting to 89.19 % of the share capital represented in the meeting and 72,884,852 refraining votes, the Consolidated Financial Statements for the year 2015, prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012, based on the Consolidated Report of the Financial Auditor for year 2015, are hereby approved, having the following main indicators:
- Income from sales: - 2,422,759 thousands RON
- Gross profit: - 405,566 thousands RON
- Operating profit: - 185,907 thousands RON
- Loss for the period: - 18 thousands RON
- Total assets: - 2,200,905 thousands RON
- Total equity: - 829,821thousands RON
6. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, the Income and Expenses Budget for year 2016 is hereby approved, having the following main financial indicators:
- Sales revenues: - 548,476 thousands USD
- Cost of revenues: - 484,662 thousands USD
- EBIT: - 33,466 thousands USD
- Net Profit: - 13,996 thousands USD
7. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, the Activity Program for year 2016 is hereby approved.
8. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, the Investment Plan for year 2016, forecasting the achievement of investments in a total amount of USD 53,465,000, is hereby approved.
9. By a number of 673,814,298 votes in favour amounting to 99.96 % of the share capital represented in the meeting and 233,600 refraining votes, it is hereby approved that the remuneration of the Board of Directors members for 2016 is be equal to the amount granted in the previous year, respectively USD 2,500 gross/month for each director, payable in lei.
10. By a number of 600,929,584 votes in favour amounting to 89.15 % of the share capital represented in the meeting, a number of 72,884,714 votes against and 233,600 refraining votes, it is hereby approved that the general limit of remunerations granted in 2016 to the Board of Directors members with special functions and to the managers is to be of maximum 0.5% of the turnover achieved in 2015.
11. By a number of 674,047,774 votes in favour amounting to 99.99 % of the share capital represented in the meeting and a number of 124 votes against, all the votes being secretly expressed in the meeting, Ernst & Young Assurance Services SRL headquartered 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, is hereby appointed as financial auditor for a one year mandate starting the audit contract expiring date, namely, from August 11, 2016 until August 11, 2017.
12. By a number of 674,047,774 votes in favour amounting to 99.99 % of the share capital represented in the meeting and a number of 124 votes against, 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 Ordinary General Shareholders’ Meeting.
13. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Shareholders’ Meeting resolutions.
14. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, it is hereby approved the date of May 19, 2016 as registration date, for the opposability of all the decisions made by the Ordinary General Shareholders’ Meeting, in accordance with the provisions of art. 238 of Law no. 297/2004 on Capital Market.
15. By a number of 674,047,898 votes in favour amounting to 100 % of the share capital represented in the meeting, the date of May 18, 2016 is hereby approved as ex date, in accordance with the provisions of art. 1292 of Regulation no. 1/2006 on issuers and operations with securities issued by the National Security Commission (actual Financial Supervisory Authority).
Serghei GHEORGHE | Gheorghe DOBRA |
Vice President of the Board of Directors | Chief Executive Officer |