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

Thu, 11/06/2014 - 22:44

As of the date of November 6th 2014, 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 Ioana Racoti;
  • Proprietatea Fund, holding shares representing 10.2111 % 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; 
  • Ioana Racoti, holding shares representing less than 0.0001 % from the share capital;
  • Tudor Marin, holding shares representing less than 0.0001 % from the share capital; 

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4010 % from the share capital.

 The following decisions have been made:

  1. With a number of 600,929,684 votes in favor, amounting to 89.18 % of the share capital represented for in the meeting and 72,884,714 abstaining votes, all votes expressed by secret ballot, Mr. Marian DanielNastase is hereby elected as director for a 4 year mandate, namely from November 12, 2014 to November 12, 2018.
  2. With a number of 600,929,684 votes in favor, amounting to 89.18 % of the share capital represented for in the meeting and 72,884,714 votes against, all votes expressed by secret ballot, Mr. Pavel Machitski is hereby elected as director for a 4 year mandate, namely from November 12, 2014 to November 12, 2018.
  3. With a number of 673,814,398 votes in favor, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the modification of the 2014 Investment Plan supplemented by the amount of USD 4,130,000, its overall value becoming USD 18,355,000 USD.
  4. With a number of 673,814,398 votes in favor, amounting to 100 % of the share capital represented for in the meeting, Mr. Ion Constantinescu is hereby given power of attorney to comply with all the formalities for the registration of all the Ordinary General Meeting of Shareholders decisions.
  5. With a number of 673,814,398 votes in favor, amounting to 100 % of the share capital represented for in the meeting, the date of November 26, 2014 is approved as registration date of shareholders, for all the decisions made during the present meeting of the Ordinary General Shareholders Meeting, in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market.
  6. With a number of 673,814,398 votes in favor, amounting to 100 % of the share capital represented for in the meeting, the date of November 25, 2014 is hereby approved as ex-date,  in accordance with the provisions of art. 1292of Regulation no. 1/2006 on issuers and operations with securities issued by NSC (currently the Financial Supervisory Authority)

As of the date of November 6th 2014, the Alro S.A Extraordinary 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 Ioana Racoti;
  • Proprietatea Fund, holding shares representing 10.2111 % 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; 
  • Ioana Racoti, holding shares representing less than 0.0001 % from the share capital;
  • Tudor Marin, 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 94.4010 % from the share capital.

The following decisions have been made:

1. With a number of 673,814,522 votes in favor, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the amendment of art. 15, par. (5) from the Articles of Incorporation of the Company as following:

“(5) The structure of the Board of Directors is the following:

  • Marian DanielNastase – born in Bucharest, Romania, on May 13th, 1972, domiciled in Bucharest, 56 Poet Teodor Dumitru Neculuta Street, District 2, Romanian citizen, Personal Identification Number 1720513470039 – Chairman;
  • Serghei Gheorghe - born on May 20, 1960, inBratlav Nemirovo-Ukraine, domiciled in Bucharest, no.18 Libertatii Street, block of flats no.104, entrance 2, apartment no.31, district 5, Romanian citizen, Personal Identification Number  1600520400171- Vice-Chairman;
  • Gheorghe Dobra - born on February 25, 1959, inOinacu, Branistea village, Giurgiu County, Romania, domiciled in Slatina, 40 Panselelor Street, Olt County, Romanian citizen, Personal Identification Number  1590225284389 - member;
  • Pavel Machitski, born on January 04, 1983 inIrkutsk, Russian Federation, residing in Bucharest, 64 Splaiul Unirii Street, District 4, identified by passport type P, no. 099095350, British Citizen, Personal Identification Number 7830104400028 – member;
  • Adrian Manaicu - born on September 10, 1964, inPitesti, domiciled in Bucharest, 5 Visana street, building 43, entrance B, 2nd floor, apartment 54, 4thDistrict, Romanian citizen, Personal Identification Number 1640910400202 – member;

 The Chairman of the Board of Directors is empowered to sign the Company’s Articles of Incorporation, amended.

 2. With a number of 673,814,522 votes in favor, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the mandate of Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders decision.

 3. With a number of 673,814,522 votes in favor, amounting to 100 % of the share capital represented for in the meeting, the date of November 26, 2014 is hereby approved as the registration date for the decision adopted on the present Shareholder’s Extraordinary General Meeting, in accordance with the provisions of art 238 inLaw no. 297/2004 on capital market.

4. With a number of 673,814,522 votes in favor, amounting to 100 % of the share capital represented for in the meeting, the date of November  25, 2014 is hereby approved as the ex-date, in accordance with the provisions of art. 1292  on issuers and operations with securities issued by NSC (currently Financial Supervisory Authority).

Serghei GHEORGHE Gheorghe DOBRA
Vice President of the Board of DirectorsChief Executive Officer