Current report

Mon, 02/03/2014 - 19:22

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

I.Further to its Resolution no. 1083 of February 3rd 2014, the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, strada Piteşti nr. 116, jud. Olt, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code 1515374, according to art. 117 of the Company Law no. 31/1990, republished, as subsequently amended, hereby convenes the Ordinary General Meeting of the Shareholders registered in the Shareholders’ Registry at the end of 26 February 2014, deemed reference date, for the date of 7th March, 2014, at 11,00 AM at the Company’s registered office in Slatina, strada Piteşti nr. 116, jud. Olt, Romania.

Shouldn’t, on the above-mentioned date, the attendance quorum provided by the Company’s Memorandum of Association be met, according to art. 118 of the Company Law no. 31/1990, republished, as subsequently amended, the second Ordinary General Meeting of the Shareholders is convened and set for the date of 8th March,  2014, at 11,00 AM at the Company’s registered office in Slatina, strada Piteşti nr. 116, jud. Olt, Romania.

II.  The agenda of the Ordinary General Meeting of the Shareholders is the following:

1.     Approval of the proposal to cover the accumulated deficit by the first time adoption of IAS 29 – “Reporting in Hyperinflationary Economies” by using the amount of RON 547,000,000 from ‘Adjustments of Share Capital’.

2.     Approval of the Income and Expenses Budget for year 2014.

3.     Approval to mandate Mr. Ion Constantinescu  to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decisions.

4.     Approval of the date of 24th March, 2014 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market.

One or more shareholders, holding, individually or together, at least 5% of the Company’s share capital, has/have the right to include items on the agenda of theOrdinary General Shareholders’ Meeting(each new item shall be submitted together with an explanation or a draft decision in order to be adopted by the Ordinary General Shareholders’ Meeting) and to submit draft resolutions for items included or to be included on the agenda of theOrdinary General Meeting of the Shareholders, not later than 15 days from the date this Convocation has been published, i.e. not later than 20th February, 2014.

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 to the registered office of the Company, in Slatina, strada Pitesti nr. 116, jud. Olt, Romania,in such a way to be registered at the registry office of the Company not later than 27th February, 2014, 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 7/8.03.2014”.

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, through a representative with proxy or via correspondence.

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 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. The bulletin forms for vote via correspondence filled in by the shareholder either in Romanian or  English (together with the copy of the identification card – for individuals or the registration certificate and Confirmation of Company Details issued by the Commerce Register/equivalent documents issued by the relevant authorities from the country where the shareholder resides – for the shareholders legal entities, certifying the legal representativeness of the signatory/signatories of the bulletin form for vote via correspondence, in original or in certified true copy, issued at the earliest 3 months prior to the date this convocation has been published), shall be submitted or sent 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 5th March, 2014, at 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 OF 7/8.03.2014”.

VIII. The bulletin forms for vote via correspondence which shall not have been received in the form and within the term provided for under art. VII of this Convocation shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the OrdinaryGeneral Meeting of the Shareholders.

IX. The special proxies filled in by the shareholder either in Romanian or in English (accompanied by the copy of the identity document – for individuals or by the Confirmation of Company Details issued by the Commerce Register /equivalent documents issued by the competent authorities in the shareholder’s residence country – for the shareholders legal entities, certifying the legal representativeness of the signatory/signatories of the bulletin form for vote via correspondence, in original or in certified true copy, issued at the earliest 3 months prior to the date this convocation has been published), shall be submitted or sent 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 5th March, 2014, at 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 7/8.03.2014”.

The special proxies may also be sent by e-mail to the address cstoian@alro.ro, but they shall be also submitted or sent in original, according to the above-mentioned.

X. The proxies which shall have not been received within the term provided for under art. IX of this Convocation shall not be taken into account by the Company.

XI. Only the registered shareholders as of the reference date shall be entitled to participate and vote in theOrdinary General Meeting of the Shareholders convened for 7th/8th March, 2014 personally, through a representative or via correspondence.

XII. The documents and information related to the items on the agenda, as well as the draft decisions related to the items on the agenda, the bulletin forms for vote via correspondence and the proxy forms for representation of the shareholders in theOrdinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meeting by the shareholders of Alro S.A., are made available for the shareholders at the registered office of the Company from i.e. Slatina, strada Pitesti no. 116, Jud. Olt, Romania, and are posted on the website of the Company www.alro.ro starting from the date of 4th February, 2014.

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