Current report before Alro's GSM April 29/30, 2025
We 3/26/2025 3:01 PM
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. 1800 dated 26 March 2025, 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. J1991000008282, 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 Ordinary and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of 17 April 2025, considered reference date for the date of 29 April 2025, starting with 09:00 and respectively starting with AM 11:00 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 Ordinary and Extraordinary General Meetings of the Shareholders are convened and set for the date of 30 April 2025, starting with 09:00 AM and respectively starting with AM 11:00 at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.
II. The agenda of the Ordinary General Meeting of the Shareholders is the following:
1. Approval of the Annual Report for year 2024 which includes: (i) the Directors’ Report for year 2024 (ii) the Consolidated and Separate Financial Statements for the year ended 31 December 2024, prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 with subsequent changes, for the approval of the Accounting Regulations (“OMFP 2844/2016”) in accordance with the International Financial Reporting Standards (IFRS Accounting Standards) together with the Independent Auditor’s Report for the year 2024 and (iii) Annex 1 to the Directors’ Report - the Consolidated Sustainability Report prepared in accordance with the Ministry of Public Finance Order no. 85/2024 together with the Limited assurance report of the independent auditor.
2. Approval of the directors’ discharge from liability for year 2024.
3. Approval to distribute the net profit for year 2024.
4. Approval of the Remuneration Report for year 2024.
5. Approval of the consolidated Annual report for the year 2024 in the form of ESEF, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“ESEF Regulation”) and of FSA Regulation no. 7 from 19 March 2021 with regard of the obligation for issuers whose securities are admitted to trading on a regulated market of annual financial statements in a single electronic reporting format.
6. Approval of the Income and Expenditures Budget for year 2025, including the Investments Plan for year 2025, annex to the Budget.
7. Approval of the Activity Program for 2025.
8. Approval of the remuneration of the Board of Directors members for 2025.
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 2025.
10. Approval of the remuneration of the Board of Directors members with special functions for the year 2025.
11. Approval to empower Mr. Marian-Emanuel Doagă to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions.
12. Approval of the date of 30 May 2025 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.
13. Approval of the date of 29 May 2025 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 Extraordinary General Meeting of the Shareholders is the following:
1. Approval of the amendment of the art. 6 paragraph (2) of the Articles of Incorporation following the re-codification NACE Rev. 3 and the regulation in force, as follows:
“(2) The secondary object of activity of the company is completed by the following secondary objects of activity:
· Cutting and shaving wood (NACE code 1611)
· Manufacturing carpentry and joinery elements for constructions (NACE code 1623)
· Manufacturing wood packing materials (NACE code 1624)
· Manufacturing industrial fumes (NACE code 2011)
· Manufacturing other products of non-metallic ores n.o.c. (NACE code 2399)
· Production of other non-ferrous metals (NACE code 2445)
· Casting pig iron (NACE code 2451)
· Casting steel (NACE code 2452)
· Casting light non-ferrous metals (NACE code 2453)
· Casting other non-ferrous metals (NACE code 2454)
· Manufacturing metallic constructions and components of metallic frameworks (NACE code 2511)
· Manufacturing metal products obtained by plastic strain, powdery metallurgy (NACE code 2540)
· Covering metals (NACE code 2551)
· Metals thermic treating (NACE code 2552)
· General mechanics operation (NACE code 2563)
· Manufacturing equipments for metallurgy (NACE code 2891)
· Manufacturing machines for extraction and constructions (cod NACE 2892)
· Repairing and maintaining metal items (NACE code 3311)
· Repairing and maintaining machines (NACE code 3312)
· Repairing and maintaining electronic and optical equipment (NACE code 3313)
· Repairing and maintaining electric equipment (NACE code 3314)
· Repairing and maintaining other transport equipment n.o.c. (NACE code 3317)
· Repairing and maintenance of other equipment (NACE code 3319)
· Installing industrial machines and equipment (NACE code 3320)
· Production of electricity from renewable sources (CAEN code 3512)
· Transport of electric power (NACE code 3513)
· Distribution of electric power (NACE code 3514)
· Trading electric power (NACE code 3515)
· Electricity storage (cod CAEN 3516)
· Distribution of gas fuels, through pipes (NACE code 3522)
· Trading gas fuels, through pipes (NACE code 3523)
· Supplying steam and air conditioned (NACE code 3530)
· Activities of agents and brokers in the field of electricity and natral gas (NACE code 3540)
· Collection, treatment and distribution of water (NACE code 3600)
· Collection and treatment of used waters (NACE code 3700)
· Collection of non-hazardous wastes (NACE code 3811)
· Other activities for waste treatment (NACE code 3823)
· Waste incineration without energy production (NACE code 3831)
· Landfill or permanent waste disposal activities (NACE code 3832)
· Other activities of waste disposal (NACE code 3833)
· Recovery of recyclable materials (NACE code 3821)
· Construction works for roads and highways (NACE code 4211)
· Construction works for utility projects for fluids (NACE code 4221)
· Construction works for other engineering projects n.o.c. (NACE code 4299)
· Construction demolition works (NACE code 4311)
· Land preparation works (NACE code 4312)
· Electrical installation works (NACE code 4321)
· Sanitary, heating and air conditioning installation works (NACE code 4322)
· Flooring and wall plating works (NACE code 4333)
· Painting and window montage works (NACE code 4334)
· Other finishing works (NACE code 4335)
· Construction covering, roof framing and terracing works (NACE code 4341)
· Other special building construction works (NACE code 4342)
· Special construction works for civil engineering projects (NACE code 4350)
· Masonry activities (NACE code 4391)
· Other special construction works n.o.c. (NACE code 4399)
· Automobile repairs and maintenance (NACE code 9531)
· Mediation in the trade with fuels, ores and industrial chemical products (NACE code 4612)
· Mediation in the trade with wooden material and construction material (NACE code 4613)
· Mediation in the trade with machines, industrial equipments, vessels and planes (NACE code 4614)
· Mediation in the trade with miscellaneous products (NACE code 4619)
· Wholesale trade of solid, liquid and gas fuels and by-products (NACE code 4681)
· Wholesale trade of metallic metals and ores (NACE code 4682)
· Wholesale trade of wooden and construction materials and sanitary equipment (NACE code 4683)
· Wholesale trade of chemical products (NACE code 4685)
· Wholesale trade of wastes and debris (NACE code 4687)
· Unspecialized wholesale trade (NACE code 4690)
· Retail trade of vehicle fuels (NACE code 4730)
· Transportation of merchandise by road (NACE code 4941)
· Transportation by pipes (NACE code 4950)
· Storage (NACE code 5210)
· Other activities related to terrestrial transportation (NACE code 5221)
· Handling (NACE code 5224)
· Other food services n.o.c. (NACE code 5622)
· Activities for making customized software (customer-oriented software) (NACE code 6210)
· Activities for information technology consulting and management (administration and operation) of computing sources (NACE code 6220)
· Data processing, web sites administration and related activities (NACE code 6310)
Web portal activities (NACE code 6391)
· Renting and sub-renting own or rented real estate goods (NACE code 6820)
· Activities of the divisions (principal offices), centralized administrative offices (NACE code 7010)
· Activities for business and management consulting (NACE code 7020)
· Engineering activities and related technical consulting (NACE code 7112)
· Tests and technical analyses activities (NACE code 7120)
· Research-development in other natural sciences and engineering (NACE code 7210)
· Other professional, scientific and technical activities n.o.c. (NACE code 7499)
· Activities for renting and leasing of cars and light road vehicles (NACE code 7711)
· Activities for renting and leasing of heavy road vehicles (NACE code 7712)
· Activities for renting and leasing of other machines, equipment and tangible assets n.o.c. (NACE code 7739)
· Other protection activities n.o.c. (NACE code 8009)
· General cleaning of buildings (NACE code 8121)
· Technical and vocational secondary education (NACE code 8532)
· Repair and maintenance of computers and communication equipment (NACE code 9510)
· Automobile maintenance and repairs (NACE code 9531)
· Intermediary services for the repair and maintenance of computers, personal and household goods, motor vehicles and motorcycles (NACE code 9540)”.
2. 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, 1st district, Nicolae Titulescu Road no. 4-8, America House Building, East Wing, 1st floor, zip code 011141, unique registration number 9638020.”
3. Approval of the amendment of the art. 12 paragraph (3) letters l) and m) from the Articles of Incorporation of the Company which will have the following content:
“l) the approval of the conclusion of documents by which there are acquired, alienated, exchanged or encumbered under pledge assets in the category of non-current assets of the company, whose value exceeds, separately or jointly, during a fiscal year, 20% of the aggregate non-current assets less the immobilized accounts receivables;
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 immobilized 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.”
4. Approval of the amendment of the art. 15 paragraph (5) from the Articles of Incorporation of the Company in the way of updating the personal data of some directors and of the paragraph (13) which will have the following content:
(13) “The Board must meet at least once every two months.”
5. Approval of the amendment of the art. 16 letter t) from the Articles of Incorporation of the Company which will have the following content:
“t) submits the request for opening the company insolvency procedure according to the legislation in force.”
6. Approval to empower Mr. Marian-Emanuel Doagă to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.
7. Approval of the date of 30 May 2025 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.
8. Approval of the date of 29 May 2025 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 General Meetings of the Shareholders,
within 15 days from the date this summons has been published, i.e. not later than 14 April 2025.
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 meeting; 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 21st April 2025, 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 29/30 APRIL 2025”.
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 19 of Law no. 24/2017, republished, 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, or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to cstoian@alro.ro - with a read receipt request, 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 /received at the e-mail address cstoian@alro.ro, as follows:
- not later than 27 April 2025, hours 7:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 29/30 APRIL 2025”; 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 29/30 APRIL 2025”;
- not later than 27 April 2025, hours 9:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 29/30 APRIL 2025.”
In case of the correspondence vote forms sent with incorporated extended electronic signature, Alro makes available to the senders the phone number +40 (0)249 431 901, interior 1291 for verification of the receiving of the e-mail containing the vote expressed.
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 the 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 or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to cstoian@alro.ro - with a read receipt request, in such way to be registered at the registry of the Company//received at the e-mail address cstoian@alro.ro as follows:
- not later than 27 April 2025, hours 7:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 29/30 APRIL 2025”;
- not later than 27 April 2025, hours 9:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 29/30 APRIL 2025.”
In case of the proxies sent with incorporated extended electronic, Alro makes available to the senders the phone number +40 (0)249 431 901, interior 1291 for verification of the receiving of the e-mail containing the vote expressed.
XII. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meeting of the Shareholders convened for 29/30 April 2025 personally, via correspondence or through a representative with proxy.
XIII. 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 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 27 March 2025, starting with hours 18:00.
Any additional information may be obtained at phone no. 0249-434.302.
Chairman of the Board of Directors General Manager
Marian-Daniel Năstase Marin Cilianu