Current report before Alro's GSM December 2018

Fri, 11/09/2018 - 16:18

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

I. Further to its Resolution no. 1431 dated November 9, 2018, 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 Ordinary General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of December 4, 2018, considered reference date, for the date of December 13, 2018, 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 Incorporationof the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Ordinary General Meeting of the Shareholders is convened and setfor the date of December 14, 2018, at 11,00 AM 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 interim stand-alone financial statements for the 9 months ended 30 September 2018 prepared in accordance with the Ministry of Public Finance Order no. 3067/2018, based on the  Independent Auditor’s Report for the 9 months ended 30 September 2018

2. Approval to distribute the distributable profit based on the interim financial statements for the 9 months ended 30 September 2018

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

4. Approval of the date of January 8, 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

5. Approval of the date of January 7, 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

6. Approval ofthe date of January 18, 2019, as payment date, in accordance with the provisions of the art. 178 of Regulation of F.S.A. no. 5/2018 regarding issuers of financial instruments and market operations and art. 86 paragraph 2 from Law no. 24/2017 regarding issuers of financial instruments and market operations

III. 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 Meeting 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 Meeting) and

(b) to submit draft resolutions for items included or to be included on the agenda of the General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than November 28, 2018.

 The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing.

IV. 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 December 5, 2018, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 13/14, 2018”.

V. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary General Meeting 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.

VI.  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.

VII.  The bulletin forms for vote via correspondence and the special 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.

VIII. 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 not later than December 11, 2018, 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 DECEMBER 13/14, 2018 “.

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

X. 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 not later than December 11, 2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 13/14, 2018 “.

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

XI. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary General Meeting of the Shareholders convened for December 13/14, 2018 personally, via correspondence or through a representative with proxy.

XII. The documents and information related to the items of the agenda of the Ordinary General Meeting of the Shareholders, as well as the draft decisions related to the items on the agenda of the General Meeting, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary General Meeting 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 November 12, 2018, hours 00,00.

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

The proposal of the gross dividend per share filed to the shareholders and approved with this occasion by the Board of Directors is of 0.45756 ron /share.