Current report before Alro's OGSM August 7, 2014

Fri, 07/04/2014 - 12:58

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

1. By Decision no. 1110 adopted on July 3, 2014, 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 July 25, 2014, considered reference date, for the date of August 7, 2014, 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 Ordinary General Meeting of the Shareholders is convened and set for the date of August 8, 2014, at 11,00 at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

2. The agenda of the Ordinary General Meeting of the Shareholders is the following:

   1. Appointment of the financial auditor and establishing the duration of the financial audit contract
   2. Appointment the persons empowered to sign the financial audit contract, following to the expiry of the duration of the audit contract on August 9, 2014
   3. Approval to empower Mr. Doaga Emanuel Marian to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions
   4. Approval of the date of August 28, 2014 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market

   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 the Ordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than  July 21, 2014.

   The above mentioned rights of the shareholders shall be exercised only in writing.

3. 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 July 30, 2014, hour 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM AUGUST 7/8, 2014”.
4. 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 proxy.
5. 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.
6. 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.
7. The bulletin forms for vote via correspondence filled in by the shareholder either in Romanian or  English (together with the copy of the identity document – for individuals or the Confirmation of Company Details issued by the Commerce Register/equivalent documents issued by the relevant authorities from the country where the shareholder resides – for the shareholders legal entities, certifying the legal representativeness of the signatory/signatories of the bulletin form for vote via correspondence, in original fold or in certified true copy, issued 3 months at most prior to the date of summons publication), shall be submitted or sent in original, 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 August 5, 2014, hour 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 AUGUST 7/8, 2014“;
8. The bulletin forms for vote via correspondence which shall not have been received in the form and within the term provided for under art. VII of this Summons shall not 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.

9. The special proxies filled in by the shareholder  either in Romanian or in English (together with  the copy of the identity document – for the shareholders natural entities or by the Confirmation of Company Details issued by the Commerce Register /equivalent documents issued by the competent authorities in the shareholder’s residence country – legal entity, certifying the capacity of legal representativeness of the proxy signatory/signatories, in original fold or in certified true copy, issued maximum 3 months prior to the date this summon has been published), shall be submitted or sent in original, 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 August 5, 2014, hour 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM AUGUST 7/8, 2014“;

   The special proxies can also be sent by e-mail to the address cstoian@alro.ro following to be submitted or sent, in original, according to those above-mentioned.

10. The special proxies not received within the term provided under art. IX of this summons shall not be taken into account by the Company.
11. 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 August 7/8, 2014 personally, via correspondence or through a representative with special proxy.

12. 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 voting bulletin forms via correspondence 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 Meeting 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  July 7, 2014.

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