Current report prepared in compliance with CNVM Regulation no. 1/2006 article 113 pct. A, par.c, with subsequent amendments and additions, and with the stipulation of Law no. 24/2017 article no. 122 pertaining to Issuers of Financial Instruments
Fri, 04/27/2018 - 17:58
I. As of the date of April 27,2018, the Alro S.A. Ordinary General Meeting of Shareholders took place.
It was attended by the following shareholders:
- Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Elena Iacob;
- Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
- Hanwha Eastern Europe Equity Fund-Master Fund-Korea, holding shares representing 0.0652 % from the share capital, has voted by correspondence;
- KB EURO Convergence Fund-Korea, holding shares representing 0.0302 % from the share capital, has voted by correspondence;
- FDI Certinvest XT INDEX Bucuresti holding shares representing 0.0004 % from the share capital, has voted by correspondence;
- Chis Vasile Marius, holding shares representing 0.0033 % from the share capital;
- 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;
- Popescu Constantin, holding shares representing less than 0.0001 % from the share capital.
The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4987 % from the share capital.
The following decisions have been made:
- With a number of 601,627,456 votes in favor amounting 89.19 % from the share capital represented in the meeting, a number of 72,884,852 refraining votes, 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.
The separate financial statements have the following main indicators:
- Income from sales: 2,466,032 thousands RON
- Gross profit: 532,353 thousands RON
- Operating profit: 396,799 thousands RON
- Profit for the period: 317,686 thousands RON
- Total assets: 2,580,974 thousands RON
- Total equity: 1,379,276 thousands RON
The consolidated financial statements have the following main indicators:
- Income from sales: 2,726,272 thousands RON
- Gross profit: 687,872 thousands RON
- Operating profit: 438,946 thousands RON
- Profit for the period: 391,106 thousands RON
- Total assets: 2,541,102 thousands RON
- Total equity: 1,215,348 thousands RON
2. With a number of 601,627,456 votes in favor amounting 89.19 % from the share capital represented in the meeting, a number of 72,884,852 refraining votes, all the votes being secretly expressed in the meeting, it is hereby approved the discharge from liability for year 2017 for the directors Marian-Daniel Nastase, Serghei Gheorghe, Gheorghe Dobra, Adrian Manaicu, Pavel Machitski, Artem Anikin and Aleksandr Barabanov;
3.With a number of 601,627,456 votes in favor amounting 89.19 % from the share capital represented in the meeting, a number of 72,884,852 refraining votes, the Annual Report of the Directors for year 2017 is approved*;
4.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved that the distributable profit, in the amount of RON 382,036,279 to be allotted, in the version proposed by the Board of Directors, as follows:
- RON 317,686,279 representing net profit distributable for the financial year 2017
- RON 64,350,000 representing the result carried forward from previous years
(undistributed profit)
The gross divided calculated for one share is Ron 0.53523;
5.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved 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;
6.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, the Activity Program for year 2018 is approved;
7.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is approved that the remuneration of the Board of Directors members for 2018 to be of USD 3,015 gross/month for each director, payable in lei;
8.With a number of 601,627,594 votes in favor amounting 89.19 % from the share capital represented in the meeting, a number of 72,884,714 votes against, it is approved that, the general limit of remunerations granted in 2018 to the Board of Directors members with special functions and to the managers is to be of maximum 0.5% from the turnover achieved in 2017;
9.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, all the votes being secretly expressed in the meeting, it is hereby appointed as financial auditor for a one year mandate from the audit contract expiring date, respective, from August 13, 2018 until August 13, 2019, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, 1st district, no. 15-17 Ion Mihalache bvd., Bucharest Tower Center Building, 21st floor, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783;
10.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved to authorize the General Director and the Financial Director of Alro S.A. to sign the contract with the financial auditor appointed by the Shareholders’ General Ordinary Meeting;
11.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the empower of Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders resolutions;
12.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of 15 mai, 2018 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations;
13.With a number of 674,512,308 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of 14 mai, 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 (actually Financial Supervisory Authority).
*Note: In the Annual Report of Directors and in the Consolidated and Stand Alone Financial Statements, for the year 2017, two clerical errors have been found and corrected, on page 10, 18 and 59 (”the largest producer” shall be read ”one of the largest producers”) and respectively on page 39 (”RON 5,843 ths.”shall be read ” RON 5,933 ths.”).
II. As of the date of April 27,2018, the Alro S.A. Extraordinary General Meeting of Shareholders took place.
It was attended by the following shareholders:
- Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Elena Iacob;
- Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
- Hanwha Eastern Europe Equity Fund-Master Fund-Korea, holding shares representing 0.0652 % from the share capital, has voted by correspondence;
- KB EURO Convergence Fund-Korea, holding shares representing 0.0302 % from the share capital, has voted by correspondence;
- FDI Certinvest XT INDEX Bucuresti holding shares representing 0.0004 % from the share capital, has voted by correspondence;
- Popa George Daniel, holding shares representing 0.0076 % from the share capital;
- Chis Vasile Marius, holding shares representing 0.0033 % from the share capital;
- 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;
- Popescu Constantin, holding shares representing less than 0.0001 % from the share capital.
The shareholders attending the ExtraordinaryGeneral Meeting hold shares amounting to 94.5063 % from the share capital.
The following decisions have been made:
- With a number of 601,681,594 votes in favor, amounting 89.20 % from the share capital represented in the meeting, a number of 72,884,714 votes against, it is hereby approved 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”;
- With a number of 674,566,308 votes in favor, amounting 100 % from the share capital represented in the meeting, 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;
- With a number of 674,566,308 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of May 15, 2018 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations;
- Witha number of 674,566,308 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved 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 (actually Financial Supervisory Authority);
- With a number of 601,681,594 votes in favor, amounting 89.20 % from the share capital represented in the meeting, a number of 72,884,714 votes against, it is hereby approved the appointment of Mr. Paraschiv Dorel Mihai as member of the Audit Committee, for a mandate of 4 years, valid from the appointment date;
Marian-Daniel NĂSTASE | Gheorghe DOBRA |
Chairman of the Board of Directors | Chief Executive Officer |