Current Report Later OGSM & EGSM April 29, 2024

Tu 4/29/2025 2:03 PM

As of the date of April 29, 2025, the Alro S.A. Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:
·    Vimetco PLC Cyprus, holding shares representing 54.1898 % from the share capital, has voted by correspondence;
·    Paval Holding SRL Bacau, holding shares representing 23.2117 % from the share capital, has voted by correspondence;
·    Fondul Proprietatea S.A. Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Administrat Privat NN/NN Pensii S.A.F. P.A.P. S.A., Bucharest, holding shares representing 4.4131 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Administrat privat AZT Viitorul Tau, holding shares representing 3.0929 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Administrat Privat BRD, Bucharest, holding shares representing 0.4203 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Facultative NN Optim/NN Asigurari de Viata S.A. Bucharest, holding shares representing 0.2872 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Facultative NN Activ/NN Asigurari de Viata S.A. Bucharest, holding shares representing 0.2122 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Facultative AZT Vivace, holding shares representing 0.0514 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Facultative BRD Medio, Bucharest, holding shares representing 0.0238 % from the share capital, has voted by correspondence;
·    Fondul de Pensii Facultative AZT Moderato, holding shares representing 0.0008 % from the share capital, has voted by correspondence;
·    Năstase Marian Daniel, holding shares representing 0.0420 % from the share capital;
·    Cilianu Marin, 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 Extraordinary General Meeting hold shares amounting to 96.16 % from the share capital.
The following decisions have been made:
1.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,159,506 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 89.38 % from the votes expressed, 72,884,714 votes against and 300,000 votes unexpressed (from which 300,000 abstention votes), all the cast votes being valid, it is hereby the Annual Report for year 2024, in the version proposed by the Board of Directors, which includes: (i) the Directors’ Report for year 2024 (ii) the Consolidated and Separate Financial Statements for the year ended 31 December 2024, prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 with subsequent changes, for the approval of the Accounting Regulations (“OMFP 2844/2016”) in accordance with the International Financial Reporting Standards (IFRS Accounting Standards) together with the Independent Auditor’s Report for the year 2024 and (iii) Annex 1 to the Directors’ Report - the Consolidated Sustainability Report prepared in accordance with the Ministry of Public Finance Order no. 85/2024 together with the Limited assurance report of the independent auditor.
The separate financial statements have the following main indicators:
- Income from the contracts with clients:     3,202,739 thousand RON
- Gross result:                  121,517 thousand RON
- Operating result:                  217,703 thousand RON
- Result for the period:              15,321 thousand RON
- Total assets:                  3,023,705 thousand RON
- Total equity:                  881,901 thousand RON
The consolidated financial statements have the following main indicators:
- Income from the contracts with clients:     3,408,037 thousand RON
- Gross result:              176,903 thousand RON
- Operating result:             225,137 thousand RON
- Result for the period:      10,337 thousand RON
- Total assets:          3,247,654 thousand RON
- Total equity:          1,010,539 thousand RON
2.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,159,506 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 89.38 % from the votes expressed, 72,884,714 votes against and 300,000 votes unexpressed (from which 300,000 abstention votes), all the cast votes being secretly expressed and valid, it is hereby approved the discharge from liability for year 2024 for the directors Marian-Daniel Năstase, Svetlana Pînzari, Gheorghe Dobra, Genoveva Năstase, Igor Higer, Dragoș-Adrian Voncu, Vasile Iuga, Adrian Fercu, Darius Pavăl, Marinel Burduja and Voicu Cheța.
3.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,459,506 votes in favour accounting for 89,38 % of the share capital represented for in the meeting, respectively 89,38 % from the votes expressed, 72,884,714 votes against, all the cast votes being valid, it is hereby approved that the net profit of the Company, afferent to the year 2024, in the amount of RON 15,321,476 to remain at the Company’s disposal as undistributed profit.
4.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 578,394,928 votes in favour accounting for 84.27 % of the share capital represented for in the meeting, respectively 84.27 % from the votes expressed, 107,949,292 votes against, all the cast votes being valid, it is hereby approved the Remuneration Report for year 2024.
5.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,459,506 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 89.38 % from the votes expressed, 72,884,714 votes against, all the cast votes being valid, it is hereby approved the consolidated Annual report for the year 2024 in the form of ESEF, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“ESEF Regulation”) and of FSA Regulation no. 7 from 19 March 2021 with regard of the obligation for issuers whose securities are admitted to trading on a regulated market of annual financial statements in a single electronic reporting format.
6.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,459,506 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, it is hereby valid, the Income and Expenses Budget for year 2025 is approved, having the following main financial indicators:
- Sales revenues:     817,407 thousand USD
- Cost of revenues:     764,555 thousand USD
- EBIT:          49,914 thousand USD
- Profit:          11,822 thousand USD
7.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 613,459,506 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, the Investments Plan for year 2025, annex to the Budget is approved, forecasting the achievement of investments in a total amount of USD 35,991,000.
8.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, the Activity Program for 2025 is approved.
9.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 89.38 % from the votes expressed, 72,884,714 votes against, all the cast votes being valid, it is hereby approved that the remuneration of the Board of Directors members in 2025 to be equal with the amount granted in year 2024, namely 3,409 EUR/gross/member of the Board, payable in Romanian LEU.
10.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 610,289,506 votes in favour accounting for 88.91 % of the share capital represented for in the meeting, respectively 88.91 % from the votes expressed, 610,289,506 votes against, all the cast votes being valid, it is hereby approved that the general limit of remunerations granted in 2025 to the Board of Directors members with special functions and to the managers to be of maximum 0.50% of the Company’s turnover achieved in 2024.
11.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 578,394,928 votes in favour accounting for 84.27 % of the share capital represented for in the meeting, respectively 84.27 % from the votes expressed, 107,949,292 votes against, all the cast votes being valid, it is hereby approved that the remuneration of the Board of Directors members with special functions in 2025 to be equal with the amount granted in the year 2024, namely 811 EUR gross/month for each member of a committee, payable in Romanian LEU.
12.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved to empower Mr. Marian-Emanuel Doagă to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions.
13.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of 30 May 2025 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. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
14.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 100 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of 29 May 2025 as ex date in accordance with the provisions of art. 187 point 11 of Regulation no. 5/2018 regarding the issuers of the financial instruments and market operations issued by the Financial Supervisory Authority.

As of the date of April 29, 2025, the Alro S.A. Extrordinary General Meeting of Shareholders took place.

The shareholders attending the Extraordinary General Meeting hold shares amounting to 96.16 % from the share capital.

The following decisions have been made:
1.    By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the amendment of the art. 6 paragraph (2) of the Articles of Incorporation following the re-codification NACE Rev. 3 and the regulation in force, as follows “(2) The secondary object of activity of the company is completed by the following secondary objects of activity:
·    Cutting and shaving wood (NACE code 1611)
·    Manufacturing carpentry and joinery elements for constructions (NACE code 1623)
·    Manufacturing wood packing materials (NACE code 1624)
·    Manufacturing industrial fumes (NACE code 2011)
·    Manufacturing other products of non-metallic ores n.o.c. (NACE code 2399)
·    Production of other non-ferrous metals (NACE code 2445)
·    Casting pig iron (NACE code 2451)
·    Casting steel (NACE code 2452)
·    Casting light non-ferrous metals (NACE code 2453)
·    Casting other non-ferrous metals (NACE code 2454)
·    Manufacturing metallic constructions and components of metallic frameworks (NACE code 2511)
·    Manufacturing metal products obtained by plastic strain, powdery metallurgy (NACE code 2540)
·    Covering metals (NACE code 2551)
·    Metals thermic treating (NACE code 2552)
·    General mechanics operation (NACE code 2553)
·    Manufacturing equipments for metallurgy (NACE code 2891)
·    Manufacturing machines for extraction and constructions (cod NACE 2892)
·    Repairing and maintaining metal items (NACE code 3311)
·    Repairing and maintaining machines (NACE code 3312)
·    Repairing and maintaining electronic and optical equipment (NACE code 3313)
·    Repairing and maintaining electric equipment (NACE code 3314)
·    Repairing and maintaining other transport equipment n.o.c. (NACE code 3317)
·    Repairing and maintenance of other equipment (NACE code 3319)
·    Installing industrial machines and equipment (NACE code 3320)
·    Production of electricity from renewable sources (CAEN code 3512)
·    Transport of electric power (NACE code 3513)
·    Distribution of electric power (NACE code 3514)
·    Trading electric power (NACE code 3515)
·    Electricity storage (cod CAEN 3516)
·    Distribution of gas fuels, through pipes (NACE code 3522)
·    Trading gas fuels, through pipes (NACE code 3523)
·    Supplying steam and air conditioned (NACE code 3530)
·    Activities of agents and brokers in the field of electricity and natural gas (NACE code 3540)
·    Collection, treatment and distribution of water (NACE code 3600)
·    Collection and treatment of used waters (NACE code 3700)
·    Collection of non-hazardous wastes (NACE code 3811)
·    Recovery of recyclable materials (NACE code 3821)
·    Other activities for waste treatment (NACE code 3823)
·    Waste incineration without energy production (NACE code 3831)
·    Landfill or permanent waste disposal activities (NACE code 3832)
·    Other activities of waste disposal (NACE code 3833)
·    Construction works for roads and highways (NACE code 4211)
·    Construction works for utility projects for fluids (NACE code 4221)
·    Construction works for other engineering projects n.o.c. (NACE code 4299)
·    Construction demolition works (NACE code 4311)
·    Land preparation works (NACE code 4312)
·    Electrical installation works (NACE code 4321)
·    Sanitary, heating and air conditioning installation works (NACE code 4322)
·    Flooring and wall plating works (NACE code 4333)
·    Painting and window montage works (NACE code 4334)
·    Other finishing works (NACE code 4335)
·    Construction covering, roof framing and terracing works (NACE code 4341)
·    Other special building construction works (NACE code 4342)
·    Special construction works for civil engineering projects (NACE code 4350)
·    Masonry activities (NACE code 4391)
·    Other special construction works n.o.c. (NACE code 4399)
·    Mediation in the trade with fuels, ores and industrial chemical products (NACE code 4612)
·    Mediation in the trade with wooden material and construction material (NACE code 4613)
·    Mediation in the trade with machines, industrial equipments, vessels and planes (NACE code 4614)
·    Mediation in the trade with miscellaneous products (NACE code 4619)
·    Wholesale trade of solid, liquid and gas fuels and by-products (NACE code 4681)
·    Wholesale trade of metallic metals and ores (NACE code 4682)
·    Wholesale trade of wooden and construction materials and sanitary equipment (NACE code 4683)
·    Wholesale trade of chemical products (NACE code 4685)
·    Wholesale trade of wastes and debris (NACE code 4687)
·    Unspecialized wholesale trade (NACE code 4690)
·    Retail trade of vehicle fuels (NACE code 4730)
·    Transportation of merchandise by road (NACE code 4941)
·    Transportation by pipes (NACE code 4950)
·    Storage (NACE code 5210)
·    Other activities related to terrestrial transportation (NACE code 5221)
·    Handling (NACE code 5224)
·    Other food services n.o.c. (NACE code 5622)
·    Activities for making customized software (customer-oriented software) (NACE code 6210)
·     Activities for information technology consulting and management (administration and operation) of computing sources (NACE code 6220)
·    Data processing, web sites administration and related activities (NACE code 6310) Web portal activities (NACE code 6391)
·    Renting and sub-renting own or rented real estate goods (NACE code 6820)
·    Activities of the divisions (principal offices), centralized administrative offices (NACE code 7010)
·    Activities for business and management consulting (NACE code 7020)
·    Engineering activities and related technical consulting (NACE code 7112)
·    Tests and technical analyses activities (NACE code 7120)
·    Research-development in other natural sciences and engineering (NACE code 7210)
·    Other professional, scientific and technical activities n.o.c. (NACE code 7499)
·    Activities for renting and leasing of cars and light road vehicles (NACE code 7711)
·    Activities for renting and leasing of heavy road vehicles (NACE code 7712)
·    Activities for renting and leasing of other machines, equipment and tangible assets n.o.c. (NACE code 7739)
·    Other protection activities n.o.c. (NACE code 8009)
·    General cleaning of buildings (NACE code 8121)
·    Technical and vocational secondary education (NACE code 8532)
·    Repair and maintenance of computers and communication equipment (NACE code 9510)
·    Automobile maintenance and repairs (NACE code 9531)
·    Intermediary services for the repair and maintenance of computers, personal and household goods, motor vehicles and motorcycles (NACE code 9540)”.
2. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the amendment of the art. 8 paragraph (2) from the Articles of Incorporation of the Company as follows:
“(2) The share record is kept by Depozitarul Central with registered office in Bucharest, 1st district, Nicolae Titulescu Road no. 4-8, America House Building, East Wing, 1st floor, zip code 011141, unique registration number 9638020.”
3. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the amendment of the art. 12 paragraph (3) letters l) and m) from the Articles of Incorporation of the Company which will have the following content:
“l) the approval of the conclusion of documents by which there are acquired, alienated, exchanged or encumbered under pledge assets in the category of non-current assets of the company, whose value exceeds, separately or jointly, during a fiscal year, 20% of the aggregate non-current assets less the immobilized accounts receivables;
m) the approval of the conclusion of documents by which tangible assets are rented for a period exceeding one year, whose value, separately or jointly, as to the same co-contractor or related or person acting together, exceeds 20% of the value of total non-current assets less the immobilized accounts receivables at the date of concluding the legal document, as well as the associations for a period exceeding one year, exceeding the same value.”
4. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the amendment of the art. 15 paragraph (5) from the Articles of Incorporation of the Company in the way of updating the personal data of some directors and of the paragraph (13) which will have the following content: (13) “The Board must meet at least once every two months.”
5. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the amendment of the art. 16 letter t) from the Articles of Incorporation of the Company which will have the following content:
“t) submits the request for opening the company insolvency procedure according to the legislation in force.”
6. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved to empower Mr. Marian-Emanuel Doagă to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.
7. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 30 May 2025 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. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
8. By a number of 686,344,220 total votes, accounting for 686,344,220 shares, respectively 96.16 % of the total share capital, out of which 686,344,220 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 29 May 2025 as ex date in accordance with the provisions of art. 187 point 11 of Regulation no. 5/2018 regarding the issuers of the financial instruments and market operations issued by the Financial Supervisory Authority.

President of the Board of Director General Manager
Marian Daniel Năstase Marin Cilianu