Current report in compliance with the stipulations of article no. 122 from the Law no. 24/2017 regarding Issuers of financial instruments and market operations

Mon, 03/26/2018 - 16:50

We hereby inform all persons who may be interested in the summoning of the Ordinary and Extraordinary General Shareholders Meetings of Alro S.A., as follows:

I. Further to its Resolution no. 1384 dated March 26, 2018, the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Ordinary and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of April 17, 2018, considered reference date, for the date of April 27, 2018, at 10,00 AM and respectively at 11,30 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporation of the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Ordinary and the second Extraordinary General Meetings of the Shareholders are convened and set for the date of April 28, 2018, at 10,00 and respectively at 11,30 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

II. The agenda of the Ordinary General Meeting of the Shareholders is the following: 1. Approval of the consolidated and separate financial statements for the year ended 31 December 2017 prepared in accordance with the Ministry of Public Finance Order no. 2844/2016, which is in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, based on the Annual Report of the Directors for the year 2017 and on the Independent Auditor’s Report for the year 2017 2. Approval of the directors’ discharge from liability for year 2017 3. Approval of the Annual Report of the Directors for year 2017 4. Approval to distribute the distributable profit 5. Approval of the Activity Program for 2018 6. Approval of the remuneration of the Board of Directors members for 2018

7. Approval of the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2018 8. Appointment of the financial auditor that shall act as the Company’s financial auditor as of August 13, 2018 and establishing the duration of the financial audit contract

9. Appointment of the persons empowered to sign the financial audit contract

10. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions 11. Approval of the date of May 15, 2018 as registration date, for the opposability of all the decisions made by the Ordinary General Meeting of the Shareholder, in accordance with the provisions of art. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations 12. Approval of the date of May 14, 2018 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority)

13. Approval of the date of May 25, 2018, as payment date, in accordance with the provisions of the art. 1293 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority), art. 2 letter g) from the Regulation 6/2009 issued by NSC (presently Financial Supervisory Authority) and art. 86 paragraph 2 from Law no. 24/2017 regarding issuers of financial instruments and market operations

III. The agenda of the Extraordinary General Meeting of the Shareholders is the following:

1. Approval of the modification of the art. 12 paragraph 3 from the Articles of Incorporation of the Company by introducing a new letter q) and re-numbering as o consequence of the other letters. The new letter q) inserted shall have the following content: “q) appoints members of the audit committee, approves the Audit Committee’s terms of reference, establishes the mandate duration and the remuneration of the Audit Committee’s members”.

2. Approval to empower the president of the Board of Directors for signing the Articles of Incorporation of the Company modified according to the resolution of the Extraordinary General Meeting of Shareholders and to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions 3. Approval of the date of May 15, 2018 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations 4. Approval of the date of May 14, 2018 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority) IV. One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, registered at the reference date, has/have the right: (a) to include new items on the agenda of the two General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the General Meetings) and (b) to submit draft resolutions for items included or to be included on the agenda of the two General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than April 12, 2018. The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing. V. The shareholders are entitled to ask questions related to items on the agenda of the two above mentioned general meetings; the answers to be published on the Company’s Internet website page 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 Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than April 19, 2018, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND/OR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM APRIL 27/28, 2018”. VI. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary and Extraordinary General Meetings of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law. VII. In case the shareholders appoint representatives for 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. VIII. The bulletin forms for vote via correspondence and the special 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. IX. Correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the Registration Office of the Company as follows: - not later than April 25, 2018, hours 8,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 27/28, 2018“; In case of correspondence voting forms for secret vote, the correspondence voting forms shall be enclosed in a distinct envelope on which it shall be mentioned: “SECRET VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 27/28, 2018”; - not later than April 25, 2018, 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 APRIL 27/28, 2018 “. X. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. IX of this Summons shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Ordinary and Extraordinary General Meetings of the Shareholders. XI. The proxies for shareholders’ representation in the General Meetings, filled in by the shareholders either in Romanian or in a widely used language in the international financial area, together with the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company as follows:

- not later than April 25, 2018, hours 8,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 27/28, 2018 “; - not later than April 25, 2018, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 27/28, 2018 “. The proxies can also be sent by e-mail to the address cstoian@alro.ro. XII. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders convened for April 27/28, 2018 personally, via correspondence or through a representative with proxy. XIII. The documents and information related to the items of the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the draft decisions related to the items on the agenda, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of March 27, 2018.

Any additional information may be obtained at phone no. 0249-434.302.

The proposal of the gross dividend per share filed to the shareholders and approved with this occasion by the Board of Directors is of 0.53523 ron /share.

 

Marian-Daniel NĂSTASE Gheorghe DOBRA
Chairman of the Board of Directors Chief Executive Officer