Current report after Alro’s OGSM EGSM April 29, 2014

Wed, 05/07/2014 - 16:13

As of the date of April 29th 2014, the Alro S.A Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• VimetcoNV, holding shares representing 84.1898 % from the share capital, represented by Elena Iacob;
• Proprietatea Fund, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Gheorghe Dobra, 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;
• Tudor Marin, holding shares representing less than 0.0001 % from the share capital;

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4010 % from the share capital.

The following decisions have been made:

1. With a number of 673,814,284 amounting 99.9 % from the share capital represented for in the meeting  and 138 refraining votes, the stand-alone Report of the Directors for year 2013 it is approved.

2. With a number of 673,814,284 amounting 99.9 % from the share capital represented for in the meeting and 138 refraining votes, the consolidated Report of the Directors for year 2013 it is approved.

3. With a number of 673,814,284amounting 99.9 % from the share capital represented for in the meeting  and 138 refraining votes, all the votes being  secretly expressed in the meeting, it is hereby approved the discharge from liability for year 2013 for the directors Marian DanielNastase, Frank Holger Mueller, Gheorghe Dobra, Adrian Manaicu, Svetlana Pinzari, Ioana Racoti, Pavel Machitski.

4. With a number of 673,814,284votes amounting 99.9 % from the share capital represented for in the meeting  and 138 refraining votes, the stand-alone financial statements for the year 2013 prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012 based on the stand-alone Report of the Financial Auditor for year 2013 are approved, having the following main indicators:

- Income from sales:                  1,948,290 thousand RON

- Gross profit:                                  44,636 thousand RON

- Operating loss:                         - 210,665 thousand RON

- Loss for the period:                  - 120,577 thousand RON

- Total assets:                            2,098,412 thousand RON

- Total equity:                             1,194,969 thousand RON.

5. With a number of 673,814,284votes amounting 99.9 % from the share capital represented for in the meeting  and 138 refraining votes, the consolidated financial statements for the year 2013, prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012 based on the consolidated Report of the Financial Auditor for year 2013 are approved, in the version proposed by the Board of Directors, having the following main indicators:

- Income from sales:                   2,016,861 thousand RON

- Gross profit:                                   22,569 thousand RON

- Operating loss:.                         - 169,583 thousand RON

- Loss for the period:                   -  102,998 thousand RON

- Total assets:                              1,998,795 thousand RON

- Total equity:                                  929,705 thousand RON

6. With a number of 673,814,422 votes amounting 100 % from the share capital represented for in the meeting, it is approved that the remuneration of the Board of Directors members in 2014 to be equal with the amount granted in the previous year, respectively USD 2,500 gross/month for each director, payable in lei.

7. With a number of 673,814,422 votes amounting 100 % from the share capital represented for in the meeting, it is approved that, on 2014 no remuneration to be granted for the Board of Directors’ members with special functions and to the managers, supplementary to the existing base remunerations.

8. With a number of 600,929,708 votes amounting to 89.1833 % of the share capital represented for in the meeting and 72,884,714 refraining votes, all the votes being secretly expressed in the meeting, it is hereby elected as a member of the Company’s Board of Directors Mr. Serghei Gheorghe, for a mandate valid from 29thApril 2014 until 19th  November 2016.

9. With a number of 673,814,422 votes amounting 100 % from the share capital represented for 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 decisions.

10. With a number of 673,814,422 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of May 19, 2014 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. 238 of Law no. 297/2004 on Capital Market.

As of the date of April 29th 2014, the Alro S.A Extraordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• VimetcoNV, holding shares representing 84.1898 % from the share capital, represented by Elena Iacob;
• Proprietatea Fund, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Gheorghe Dobra, 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;
• Tudor Marin, holding shares representing less than 0.0001 % from the share capital;

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.4010 % from the share capital.

The following decisions have been made:

1. With a number of 673,814,422 votes amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the amendment of art. 15, paragraph (5) from the Company’s Articles of Incorporation following the appointment of one member of the Board of Directors, as follows:

 “(5) The structure of the Board of Directors is the following:

• Marian-Daniel Nastase - born on May 13, 1972, inBucharest, Romania, domiciled in Bucharest, 56 Poet Teodor Dumitru Neculuta street, 2nddistrict, Romanian citizen, Personal Identification Number 1720513470039 - Chairman;
• Serghei Gheorghe, born on May 20, 1960, inBratlav Nemirovo – Ukraine, domiciled in  Bucharest, no.18 Libertatii Bd., building 104, entrance 2, 5th floor, appt. 31, 5th district, Romanian citizen, Personal Identification Number 1600520400171 – Vice-chairman;
• Gheorghe Dobra - born on February 25, 1959, at Oinacu, Branistea village, Giurgiu County, Romania, domiciled in Slatina, 40 Panselelor street, Olt County, Romanian citizen, Personal Identification Number 1590225284389 – member;
• Pavel Machitski - born on January 4th,1983 in Irkutsk, Russian Federation, resident in Bucharest, no. 64 Splaiul Unirii street, 4thdistrict, holder of the passport type P, no. 099095350, British citizen, Personal Identification Number 7830104400028 - member;
• Adrian Manaicu – born on September 10, 1964, inPitesti, domiciled in Bucharest, 5 Visana street, building 43, entrance B, 2ndfloor, appt. 54, 4thdistrict, Romanian citizen, Personal Identification Number 1640910400202 – member“.

2. With a number of 673,814,422 votes amounting to 100 % of the share capital represented for in the  meeting, it is hereby approved the  mandate of Mr. Ion Constantinescu to comply with all the formalities for the registration of the  Extraordinary General Meeting of Shareholders resolution, including signing the Articles of Incorporation of the Company, amended according to the resolution made by the Extraordinary General Meeting of Shareholders.

3. With a number of 673,814,422 votes  amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of May 19, 2014 as registration date, for the opposability of the decision adopted in the present Shareholder’s Extraordinary General Meeting, in accordance with the provisions of art. 238 inLaw no. 297/2004 pertaining to the Capital Market.