Current report drafted according to the art. 226 of the Law no. 297/2004

Fri, 03/28/2014 - 10:41

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. 1090 dated27 March 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 and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of April 17, 2014, considered reference date, for the date of April 29, 2014, at 11,00 and, respectively, at 12,30 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 and the second Extraordinary General Meetings of the Shareholders are convened and setfor the date of April 30, 2014, at 11,00 and, respectively, at 12,30 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 2013

2.      Approval of the consolidated Report of the Directors for year 2013

        3.      Approval of the directors’ discharge from liability for year 2013

4.      Approval of the stand-alone financial statements for year 2013 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 2013

5.      Approval of the consolidated financial statements for year 2013 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 2013

6.      Approval of the remuneration of the Board of Directors members in 2014

7.      Approval of the general limit of all the remunerations granted in 2014 to the Board of Directors members with special functions and to the managers

8.      Appointment of one member of the Board of Directors following to the resignation of Mr. Frank Holger Mueller

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

10.   Approval of the date of 19 May, 2014 as registration date in accordance with the provisions of           art. 238 in Law no. 297/2004 on Capital Market

III.   The agenda of the Extraordinary General Meeting of the Shareholders is the following:

1.      Approval of the modification of art. 15 paragraph (5) of the Articles of Incorporation of the Company following the appointment of one member of the Board of Directors, as follows:

“(5)The structure of the Board of Directors is the following:

·        Marian-Daniel Nastase – born on May 13, 1972, in Bucharest, Romania, domiciled in Bucharest, 56 Poet Teodor Dumitru Neculuta street, 2nd district, Romanian citizen, Personal Identification Number 1720513470039 – chairman;

·        Gheorghe Dobra - born on February 25, 1959, atOinacu, Branistea village, Giurgiu  County, Romania,domiciled inSlatina, 40 Panselelor street, Olt County, Romanian citizen, Personal Identification Number 1590225284389- member.

• Pavel Machitski -born on January 4, 1983, in Irkutsk, Russian Federation, currently residing in Bucharest, 64 Splaiul Unirii, 4th district, holder passport type P, no. 099095350, British citizen, Personal Identification Number 7830104400028 – member;
• Adrian Manaicu- born on September 10,1964, in Pitesti, domiciled in Bucharest, 5 Visana street, building 43, entrance B, 2nd floor, apartment 54, 4th district, Romanian citizen, Personal Identification Number 1640910400202 – member.
• ♦♦♦.” (the Company’s Articles of Incorporation shall be filled in with the personal data of one member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)

2.      Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolution, including signing the Articles of Incorporation of the Company, modified according to the resolution made by the Extraordinary General Meeting of Shareholders

3.      Approval of the date of 19 May, 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 and Extraordinary 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 Ordinary and Extraordinary General Meetings) and to submit draft resolutions for items included or to be included on the agenda of theOrdinary and Extraordinary General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than  April 14, 2014.

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

IV.     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 22, 2014, hours 3,00 PM, in a sealed envelope bearing the clearly

written statement in capital letters: “FOR THE ORDINARY AND/OR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM APRIL 29/30, 2014”.

V.       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 proxy.

VI.      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.

VII.  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.

VIII.   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 as follows :

-      April 27,  2014, 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, 2014“;

-      April 27, 2014, hours 10,30 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 29/30, 2014“.

IX.     The bulletin forms for vote via correspondence 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 is established and when the votes are counted in the Ordinary and Extraordinary General Meetings of the Shareholders.

X.       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 as follows:

-      April 27, 2014, 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, 2014“;

-      April 27, 2014, hours 10,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 29/30, 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.

XI.       The special proxies not received within the term provided under art. X of this summons shall not be taken into account by the Company.

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 29/30, 2014 personally, via correspondence or through a representative with special proxy.

XIII.  The nominations for the director position may be deposited until April 14, 2014 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 bodies 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, the voting bulletin forms via correspondence and the proxy forms for representation of the shareholders in theOrdinary and Extraordinary General Meetings 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  March 28, 2014.

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