Current report in compliance with the stipulations of article no. 226 of the Capital Markets Law no. 297/2004

Thu, 03/23/2017 - 16:05

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

I. Further to its Resolution no. 1313 dated March 23, 2017, 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 General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of April 18, 2017, considered reference date, for the date of April 28, 2017, at 11,00 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 Incorporationof the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Ordinary General Meeting of the Shareholders are convened and setfor the date of April 29, 2017, at 11,00 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 2016 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 2016 and on the Independent Auditor’s Report for the year 2016
  2. Approval of the directors’ discharge from liability for year 2016
  3. Approval of the Annual Report of the Directors for year 2016
  4. Approval to distribute the net profit for year 2016
  5. Approval of the Income and Expenses Budget for 2017
  6. Approval of the Activity Program for 2017
  7. Approval of the Investments Plan 2017
  8. Approval of the remuneration of the Board of Directors members for 2017
  9. Approval of the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2017
  10. Appointment of the financial auditor that shall act as the Company’s financial auditor as of August 12, 2017 and establishing the duration of the financial audit contract
  11. Appointment the persons empowered to sign the financial audit contract
  12. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolution
  13. Approval of the date of May 19, 2017 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. 238 in Law no. 297/2004 on Capital Market
  14. Approval of the date of May 18, 2017 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)

One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right to include new items on the agenda of the Ordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the Ordinary General Meeting) and to submit draft resolutions for items included or to be included on the agenda of the Ordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than April 10, 2017.

The above mentioned rights of the shareholders shall be exercised only in writing.

III. The shareholders are entitled to ask questions related to items on the agenda of the above mentioned general meeting; 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 20, 2017, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 28/29, 2017”.

IV. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary General Meeting 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 14 of Law 297/2004 on the capital market, or to an attorney-at-law.

V. In case the shareholders appoint representatives for participation and voting in the Ordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

VI. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Ordinary General Meeting 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.

VII. 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 not later than April 26, 2017, 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 APRIL 28/29, 2017“; 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 28/29, 2017 “.

VIII.The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VII 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 General Meeting of the Shareholders.

IX. The proxies for shareholders’ representation in the General Meeting, 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 not later than April 26, 2017, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 28/29, 2017 “;

The proxies can also be sent by e-mail to the address cstoian@alro.ro.

X. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary General Meeting of the Shareholders convened for April 28/29, 2017personally, via correspondence or through a representative with proxy.

XI. The documents and information related to the items of the agenda of the Ordinary General Meeting 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 General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meeting 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 28, 2017.

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

Regarding item 4 of the agenda of the Ordinary General Meeting of the Shareholders, the Board of Directors proposes that the net profit afferent to the financial year 2016, to remain at the Company’s disposal, as not-allotted profit.

 

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