Current report before Alro's GSM April 2019

Fri, 03/22/2019 - 14:09

We hereby inform all persons who may be interested in the summoning of the Ordinary and Extraordinary General Shareholders’ Meetings of Alro S.A., as follows:

I. Further to its Resolution no. 1458 dated March 22, 2019, the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary and Ordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of April 16, 2019, considered reference date, for the date of April 25, 2019, starting at 10,00 AM and respectively at 11.00 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporation of the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Extraordinary and the second Ordinary General Meetings of the Shareholders are convened and set for the date of April 26, 2019, starting at 10,00 AM and respectively at 11.00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

II. The agenda of the Extraordinary General Meeting of the Shareholders is the following:
1. Approval of the amendment of the Articles of Incorporation in the way of deleting the word “commercial” from the term “commercial company”.
2. Approval of the establishment of a work point named Priza Olt, located outside village of Curtisoara, T13/3, P2, Olt County, with cadastral number 50286 registered into the land book under the number 50286 and the amendment as consequence of the art. 3 paragraph (4) from the Articles of Incorporation of the Company as follows:
“(4) The Company has the following work points:

• Slatina, 1 Milcov Street, Olt County;
• Bucharest, 64 Splaiul Unirii street, 4th  District;
• Constanta, harbour enclosure, berth 15, Romtrans Administrative Building, 3rd floor, room 312, Constanta County;
• Priza Olt, Curtisoara village, T13/3, P2, Olt County, with cadastral number 50286 registered into the land book under the number 50286.”

3. Noting of the transfer of a Company’s shares package to a new significant shareholder, approval of the amendment of the art. 7 paragraph (3) from the Articles of Incorporation of the Company, as follows:
“(3) The Company shareholders are:

• VIMETCO NV, a legal person of Dutch nationality, with registered office in Strawinskylaan 403 WTC, A Tower 4th floor, 1077XX, Amsterdam, Netherlands, registered with the Trade Registry of Amsterdam under no. 34169722, with a quota of the registered share capital of RON 193,397,672 = 386,795,344 = 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 82,839,958 = 165,679,915 = 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 = 10.2111 %;
• OTHER SHAREHOLDERS, with a quota of the registered share capital of RON 44,209,581 = 88,419,162 = 12.3875 %.”

4. Approval of 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, no. 34-36 Carol I Boulevard, 2nd district, tax registration number 9638020.”
5. Approval of the amendment of the art. 10 paragraph (5) from the Articles of Incorporation of the Company as follows:
“(5) The company’s obligations shall be guaranteed with the social patrimony and the shareholders shall be held liable within the limit of the subscribed share capital.”
6. Approval of the amendment of the art. 12 paragraph (3) letters m) and q) from the Articles of Incorporation of the Company as follows:
”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 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;
q) the appointment and dismissal of the members of the Audit Committee, the approval of the Audit Committee’s terms of reference, the establishment of the mandate duration and the remuneration of the Audit Committee’s members;”
7. Approval of the amendment of the art. 13 paragraph (1) and (5) from the Articles of Incorporation of the Company as follows:
“ (1) The General Meeting of Shareholders  may be summoned by the Board of Directors, at any time deemed necessary or upon the request of the shareholders representing, separately or jointly at least 5% of the registered capital. In the latter case, the General Meeting of Shareholders shall be summoned within 30 days at the most and shall be held with 60 days at the most from the date when the request was received.
(5) The summons for the first General Meeting of Shareholders may specify the date and time for a second meeting, in case the first session could not be held. In case the date for the second general meeting is not specified in the summons published for the first meeting, between the final summons and the date of the General Shareholders Meeting, must last at least 10 days.”
8. Approval of the amendment of the art. 14 paragraph (1), (2), (4), (10) and (14) from the Articles of Incorporation of the Company as follows:
“(1) The ordinary and extraordinary general meeting are validly set up and may adopt decisions if, upon the first summons, the shareholders, present or represented by other persons, shareholders or not, hold at least half of the total voting rights. The decisions of the Ordinary General Shareholders Meetings shall be validly adopted by the majority of the votes cast. The decisions of the Extraordinary General Shareholders Meetings shall be validly adopted by the majority of the votes held by the shareholders present or represented at the meeting.
(2) In case the general meeting may not act, due to the failure to comply with the above mentioned quorum conditions, the meeting which assembles after a second summons may debate on the items included on the agenda of the first meeting, in the presence of shareholders representing at least one fifth of the total number of voting rights in the case of extraordinary general meetings, and respectively regardless of the assembled quorum in the case of ordinary general meetings. The decisions of the Ordinary General Shareholders Meetings shall be validly adopted by the majority of the votes cast and the decisions of the Extraordinary General Shareholders Meetings shall be validly adopted by the majority of votes of the shareholders present or represented at the meeting.
(4)The proxies, before their first use, shall be submitted to the Company in copy, containing the remark of true copy with the original by the signature of the representative, at least 48 hours before the meeting, under penalty of losing the vote right exercise at that meeting.
(10) The shareholders who do not vote in favour of a decision made by the General Meeting, pertaining to the change of main object of activity, the change of the company location abroad, the change of the legal form of the company or the merge or division of the company, are entitled to withdraw from the company and to request from the latter to acquire the shares held at a price determined by an authorized independent expert registered with the Financial Supervision Authority and according to the assessments international standards.
(14) In case of share capital increases by in-cash contribution, the withdrawal of the
shareholders’ preference right to subscribe the new shares must be decided in the extraordinary general meeting of shareholders, attended by shareholders representing at least 85 % of the subscribed share capital, and by the vote of a number of shareholders holding at least 3/4 of the voting rights. The share capital increases by in-kind contribution must be approved by the extraordinary general meeting of shareholders, attended by shareholders representing at least 85 % of the subscribed share capital and by the vote of the shareholders holding at least 3/4 of the voting rights. The contributions in-kind may consist only of performance assets necessary for the accomplishment of the Company's object of activity.”
9. Approval of the extension of the numbers of the members of the Board of Directors of the Company to 11 (eleven) from 7 (seven) as are in present and the modification, as a consequence, of the art. 15 paragraph (1), (4), (5), (16) and (27) from the Articles of Incorporation of the Company as follows:
“(1) The Company's activity shall be conducted by a Board of Directors consisting of 11 (eleven) members, natural or legal persons, elected by the Ordinary General Meeting of Shareholders, amongst which a chairman and a vice-chairman.
(4) The Chairman and the vice-chairman of the Board of Directors shall be elected by and amongst the members of the Board of Directors and if the case may be, shall be revoked by the Board of Directors. In case the Chairman is in temporary impossibility of carrying out his/her assignments and he/she did not delegated his/her assignments to other persons, during the respective impossibility state, the Board of Directors may assign another director with fulfilling the Chairman position.
(5) The structure of the Board of Directors is the following:
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders and appointed President by the Board of Directors)-President;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders and appointed Vice-President by the Board of Directors)-Vice-President;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)-member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)-member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)-member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member;
♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)- member.
(16) The meetings are held in the presence of at least 6 members of the Board of Directors,
the decisions being validly made by the vote of the majority of the members attending the meeting. The meetings are presided by the Chairman, or in the absence thereof, by the Vice- Chairman. In case both are absent, the meeting shall be presided by the oldest member present.
(27) Upon the meetings of the Board when problems of professional, economical, social, cultural or sports interest are discussed, the appointed representatives of the representative trade unions organizations at company level may also be invited. The decisions of the Board of Directors pertaining to problems of professional, economical, social, cultural or sports interest shall be communicated in writing to such trade unions organizations within 48 hours as of the conclusion of the meeting.”
10. Approval of the amendment of the art. 17 paragraph (1) from the Articles of Incorporation of the Company as follows:
“(1) The Company shall organize an audit committee made of 3 members, appointed by the Extraordinary General Meeting of the Shareholders. The Committee will comprise at least 2 members that must be independent from the Company.”
11. Approval of the amendment of the art. 25 paragraph (1) from the Articles of Incorporation of the Company as follows:
“(1) The modification of the company legal form shall be made solely pursuant to the decision of the General Meeting of the Shareholders and in full observance of all the formalities stipulated in the law and in the present Articles of Incorporation”.
12. Approval of the amendment of the art. 26 paragraph (1) letter e) from the Articles of Incorporation of the Company as follows:
“ e) it is not decided on the rounding-off of the registered share capital or its reduction to the remaining value, in case, subsequent to losses, the net assets, determined as the difference between the total assets and the liabilities of the company, represent less than a half of the value of the registered share capital”
13. Approval of the new terms of reference of the Audit Committee
14. Appointment of a new member of the Audit Committee, following to the resignation of Mr. Serghei Catrinescu
15. Approval of the new Regulation of organization and functioning of the Board of Directors
16. Approval 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
17. Approval of the date of May 21, 2019 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations
18. Approval of the date of May 20, 2019 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

III. The agenda of the Ordinary General Meeting of the Shareholders is the following:
1. Approval of the consolidated and separate financial statements for the year ended 31 December 2018 prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 with subsequent changes, 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 2018 and on the Independent Auditor’s Report for the year 2018
2. Approval of the directors’ discharge from liability for year 2018
3. Approval of the Annual Report of the Directors for year 2018
4. Approval to distribute the distributable profit
5. Approval of the Income and Expenditures Budget for year 2019
6. Approval of the Investments Plan for year 2019
7. Approval of the Activity Program for 2019
8. Approval of the remuneration of the Board of Directors members for 2019
9. Approval of the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2019
10. Appointment of the financial auditor that shall act as the Company’s financial auditor as of August 14, 2019 and establishing the duration of the financial audit contract
11. Appointment of the persons empowered to sign the financial audit contract
12. Appointment of the members of the Board of Directors by the cumulative vote method
13. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions
14. Approval of the date of May 21, 2019 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations
15. Approval of the date of May 20, 2019 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

IV. One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right:
(a) to include new items on the agenda of the General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the General Meetings) and
(b) to submit draft resolutions for items included or to be included on the agenda of the two General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than April 10, 2019.
    The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing.

V. The shareholders are entitled to ask questions related to items on the agenda of the above mentioned general meetings; the answers to be published on the Company’s Internet website page www.alro.ro.
The questions shall be submitted or sent at the registered office of the Company in such way to be registered at the Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than April 17, 2019, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM APRIL 25/26 2019”.

VI. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary and Extraordinary General Meetings of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law.

VII. In case the shareholders appoint representatives for participation and voting in the Ordinary and Extraordinary General Meetings of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

VIII. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings 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.

IX. Correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the Registration Office of the Company as follows:
- not later than April 23, 2019, hours 8,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 25/26, 2019”.
- not later than April 23, 2019, hours 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 FROM APRIL 25/26, 2019”. In case of correspondence voting forms for secret vote, the correspondence voting forms shall be enclosed in a distinct envelope on which it shall be mentioned: “SECRET VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 25/26, 2019”

X. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. IX of this Summons shall not be taken into account when the presence and the voting quorum are established and when the votes are counted in Ordinary and Extraordinary General Meetings of the Shareholders.

XI. The proxies for shareholders’ representation in the General Meetings, filled in by the shareholders  either in Romanian or in a widely used language in the international financial area, together with  the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company as follows:

not later than April 23, 2019, hours 8,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 25/26, 2019;
not later than April 23, 2019, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 25/26, 2019 “;

The proxies can also be sent by e-mail to the address cstoian@alro.ro.

XII. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders convened for April 25/26, 2019 personally, via correspondence or through a representative with proxy.

XIII. The nominations for the director position may be deposited until April 18, 2019 and will include at least information regarding name, hometown and professional skills of the persons nominated for the director position.
The nominations for the director position will be posted at the Company’s website starting from the date of their registration at the Company. The Company will draft the list containing the name, hometown and professional skills of the persons nominated for the director position and will make it available for the shareholders, at the Company’s registered office or on its website and can be consulted or amended by the shareholders.

XIV. The documents and information related to the items of the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the draft decisions related to the items on the agenda of the two General Meetings, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of March 25, 2019.

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

The gross dividend per share of ron 0.45756 was distributed in full, according to the decision of the Ordinary General Shareholders Meeting no. 608 / 13.12.2018, therefore no payments or reimbursements are to be made due to the regularization.