Current report before Alro's OGSM 29 April 2015

Thu, 03/26/2015 - 17:11

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. 1174 dated March 26 2015, 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 April 17, 2015, considered reference date, for the date of April 29, 2015, 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 April 30, 2015, 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 stand-alone Report of the Directors for year 2014

2.      Approval of the consolidated Report of the Directors for year 2014

3.      Approval of the directors’ discharge from liability for year 2014

4.      Approval of the stand-alone financial statements for year 2014 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 2014

5.      Approval of the consolidated financial statements for year 2014 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 2014

6.      Approval of the Income and Expenses Budget for 2015

7.      Approval of the Activity Program for 2015

8.      Approval of the Investments Plan 2015

9.      Approval of the remuneration of the Board of Directors members for 2015

10.  Approval of the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2015

11.  Appointment of the financial auditor that shall act as the Company’s financial auditor as of August 10, 2015 and establishing the duration of the financial audit contract

12.  Appointment the persons empowered to sign the financial audit contract

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 19, 2015 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market

15.  Approval of the date of May 18, 2015 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority)

One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right to include new items on the agenda of the Ordinary 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 Ordinary General 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 summons has been published, i.e. not later than April14, 2015.

      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 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 21, 2015, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 29/30, 2015”.

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, 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 14 of Law 297/2004 on the capital market, or to an attorney-at-law.

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 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.

VII.     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 April27, 2015, 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 29/30, 2015 “.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 29/30, 2015”.

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

IX.     The proxies for shareholders’ representation in the General Meeting, 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 April27, 2015, 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 29/30, 2015 “.

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

X.           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 April 29/30, 2015 personally, via correspondence or through a representative with proxy.

XI.        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, the Correspondence vote forms and the proxy forms for representation of the shareholders in theOrdinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Alro S.A. 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 29, 2015.

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