Current report in compliance with the stipulations of article no. 226 of the Capital Markets Law no. 297/2004
Thu, 11/17/2016 - 15:17
We hereby inform all persons who may be interested in the summoning of the Extraordinary General Shareholders Meeting of Alro S.A., as follows:
I. Further to its Resolution no. 1283 dated November 15, 2016, 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 Extraordinary General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of December 9, 2016, considered reference date, for the date of December 19, 2016, 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 Extraordinary General Meeting of the Shareholders is convened and setfor the date of December 20, 2016, at 11,00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.
II. The agenda of the Extraordinary General Meeting of the Shareholders is the following:
1. Approval of the conclusion by the Company, in capacity as buyer, of some sale-purchase agreements of calcined alumina with Alum SA, for an estimated quantity up to MT 420,000 per year and a maximum term of 7 years
2. Approval of the authorization of the Company’s Board of Directors to negotiate, approve the final forms and to conclude the sale-purchase agreements of calcined alumina with Alum SA, as well as all and any other documents related to the transactions above as well as to nominate the empowered persons to sign the contracts and the related documents in the name and on behalf of the Company
3. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions
4. Approval of the date of January 12, 2017 as registration date, for the opposability of all the decisions made by the Shareholder’s Extraordinary General Meeting,in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market
5. Approval of the date of January 11, 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 Extraordinary 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 Extraordinary General Meeting) and to submit draft resolutions for items included or to be included on the agenda of the Extraordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than December 2, 2016.
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 above mentioned agenda; 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 December 9, 2016, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2016”.
IV. The registered shareholders at the reference date shall exercise the right to participate and vote in the Extraordinary 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 Extraordinary 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 Extraordinary 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 Englishshall 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 December 17, 2016, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2016“.
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 shallnot be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary 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 December 17, 2016, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 19/20, 2016“.
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 Extraordinary General Meeting of the Shareholders convened for December 19/20, 2016 personally, via correspondence or through a representative with proxy.
XI. The documents and information related to the items of the agenda of the Extraordinary 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 Extraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Alro S.A. 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 November 18, 2016.
Any additional information may be obtained at phone no. 0249-434.302.
Marian-Daniel NĂSTASE | Gheorghe DOBRA |
Chairman of the Board of Directors | Chief Executive Officer |