Current Report Later OGSM & EGSM - December 22, 2021

Wed, 12/22/2021 - 18:53

I. As of the date of December 22, 2021, 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 S.R.L. 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 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;

· Fond 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;

· Fond 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;

· NN(L) International Romanian Equity Luxemburg, represented by CITIBANK Europe plc Dublin, Romanian Branch, holding shares accounting for 0.0699 % of 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 AZT Moderato, holding shares representing  0.0113  % from the share capital, has voted by correspondence;

· Dobra Gheorghe, holding shares representing less than 0.0001 % from the share capital;

· Stoian Constantin, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Ordinary General Meeting hold shares amounting to 95.75 % from the share capital.

The following decisions have been made: 

1. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 660,424,789 votes against accounting for 96.63 % of the share capital represented for in the meeting, 498,896 votes in favor and 22,523,307 abstention votes, all the cast votes being valid, the Remuneration Policy, in the version proposed by the Company’s  Board of  Directors is hereby rejected. 

2. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions. 

3. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 January 21, 2022 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.

4. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 January 20, 2022 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.

II. As of the date of December 22, 2021, the Alro S.A. Extraordinary 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 S.R.L 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 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;

· Fond 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;

· Fond 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;

· NN(L) International Romanian Equity Luxemburg, represented by CITIBANK Europe plc Dublin, Romanian Branch, holding shares accounting for 0.0699 % of 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 AZT Moderato, holding shares representing  0.0113  % from the share capital, has voted by correspondence;

· Dobra Gheorghe, holding shares representing less than 0.0001 % from the share capital;

· Stoian Constantin, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Extraordinary General Meeting hold shares amounting to 95.75 % from the share capital.

The following decisions have been made: 

1. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 sale-purchase agreements of calcined alumina concluded by the Company, in capacity as buyer, and Alum SA, as a seller, regarding the price formula and the extension of the agreements’ validity period with maximum 5 years starting with 1st January 2022, for an annual quantity up to 420,000 tonnes. 

2. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 authorization of the Company’s Board of Directors to negotiate, approve the final forms and to conclude the addendums to 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 addendums and the related documents in the name and on behalf of the Company.

3. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 completion of the secondary object of activity with two activities namely: "Electricity production (CAEN code 3511)" and "Other activities regarding human health (Cod CAEN 8690)" and completing, as a consequence, of the Articles of Incorporation of the Company, art. 6, paragraph 2 with this two secondary objects of activity.

4. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, noting the transfer of a number of 386,795,344 shares issued by the Company by Vimetco NV by contribution in kind to the share capital of Vimetco PLC, it is hereby approved the amendment of the art. 7 paragraph (3) from the Articles of Incorporation of the Company, as follows: 

“(3) The Company shareholders are: 

· VIMETCO PLC, a company registered and functioning in accordance with the Cyprus law, having its registered office in Poseidonos, 1, Ledra Business Centre, Egkomi, 2406, Nicosia, Cyprus, registered under number HE424854, with a quota of the registered share capital of RON 193,397,672 = 386,795,344 shares = 54.1898 %; 

· PAVAL HOLDING S.R.L., a legal person of Romanian nationality, with registered office in Bacau, 8 Alexei Tolstoi Street, Bacau County, registered with the Trade Registry under no. J04/1405/2018, tax registration number 39895050, with a quota of the registered share capital of RON 82,839,957.5 = 165,679,915 shares = 23.2117 %; 

· FONDUL PROPRIETATEA S.A., a legal person of Romanian nationality, with registered office in Bucharest, no. 78-80 Buzesti street,7th floor, 1st district, with a quota of the registered share capital of RON 36,442,357 = 72,884,714 shares= 10.2111 %; 

· OTHER SHAREHOLDERS, with a quota of the registered share capital of RON 44,209,581 = 88,419,162 shares= 12.3874 %.”

5. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 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. 

6. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 January 21, 2022 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. 

7. By a number of 683,446,992 total votes expressed, accounting for 683,446,992 shares, respectively 95.75 % of the total share capital, out of which 683,446,992 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 January 20, 2022 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.

 

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