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

Wed, 11/16/2016 - 15:12

As of the date of November 16th 2016, the Alro S.A. Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Ioana Racoti;
• Fondul Proprietatea, holding shares representing 10.2111 % from the share capital, represented by Naftali Daniel Adrian;
• AZT ”Viitorul Tau” Privately Managed Pension Fund Bucharest, holding shares representing 0.0191 % from the share capital, has voted by correspondence;
• AZT VIVACE Voluntary Pension Fund Bucharest, holding shares representing 0.0085 % from the share capital, has voted by correspondence;
• AZT MODERATO Voluntary Pension Fund Bucharest, holding shares representing 0.0052 % from the share capital, has voted by correspondence;
• Necsulescu Carmen Adriana Maria, holding shares representing less than 0.0001 % from the share capital; 
• Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital; 
• Ioana Racoti, holding shares representing less than 0.0001 % from the share capital; 
• Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.43 % from the share capital.

The following decisions have been made:

1. With a number of 600,930,351 votes amounting 89.15 % from the share capital represented for in the meeting, a number of 72,884,714 votes against and 233,600 refraining votes, all the votes being secretly expressed in the meeting, it is hereby appointed as director Mr. Serghei Gheorghe, for a four-years mandate, respectively for a mandate valid from November 20, 2016 until November 20, 2020.

2. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions.

3. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of December 6, 2016, as registration date, for the opposability of all the decisions made by the Shareholder’s Ordinary General Meeting, in accordance with the provisions of art. 238 of Law no. 297/2004 on Capital Market.

 4. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of December 5, 2016, 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 (actually Financial Supervisory Authority)

As of the date of November 16th 2016, the Alro S.A. Extraordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Ioana Racoti;
• Fondul Proprietatea, holding shares representing 10.2111 % from the share capital, represented by Naftali Daniel Adrian;
• AZT ”Viitorul Tau” Privately Managed Pension Fund Bucharest, holding shares representing 0.0191 % from the share capital, has voted by correspondence;
• AZT VIVACE Voluntary Pension Fund Bucharest, holding shares representing 0.0085 % from the share capital, has voted by correspondence;
• AZT MODERATO Voluntary Pension Fund Bucharest, holding shares representing 0.0052 % from the share capital, has voted by correspondence;
• Necsulescu Carmen Adriana Maria, holding shares representing less than 0.0001 % from the share capital; 
• Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital; 
• Ioana Racoti, holding shares representing less than 0.0001 % from the share capital; 
• Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.43 % from the share capital.

The following decisions have been made:

1. With a number of 674,048,665 votes amounting 100% from the share capital represented for in the meeting, it is hereby approved 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 in Bucharest, Romania, on May 13th, 1972, domiciled in Ilfov County, Voluntari City, no. 5 Drumul Potcoavei Street, Romanian citizen, Personal Identification Number 1720513470039 – Chairman;
• Serghei Gheorghe – born in Bratlav Nemirovo – Ukrain, on May 20, 1960,  domiciled in Bucharest, no. 18  Libertatii Street, block of  fats no. 104, apartment no. 31, district 5, Romanian citizen, Personal Identification Number 1600520400171 – Vice-president;
• Dobra Gheorghe – born in Oinacu, Branistea village, Giurgiu county, Romania, on February 2, 1959, domiciled in Slatina, no 40 Panselelor street, Olt county, Romanian citizen, Personal Identification Number 1590225284389 – member;
• Pavel Machitski – born in Irkutsk, Russian Federation, on January 4th, 1983, identified with passport type P, no. 51 no. 5357255, issued on April 2nd, 2012 and valid until April 2nd, 2017, Russian citizen – member;
• Adrian Manaicu- born in Pitesti, on September 10, 1964, domiciled in Bucharest, 5 Visana Street, building 43, entrance B, 2nd floor, apartment 54, 4th district, Romanian citizen, Personal Identification Number 1640910400202 – member;
• Artem Anikin - born on May 5, 1983, domiciled in Moscow, Zhivopisnaya Street, 13-1, 99, Russia, 123103, Russian citizen, identified with passport type P no. 721476976- member;
• Aleksandr Barabanov - born in Balashiha (Moscow region), on May 8, 1979, domiciled in Balashiha, Moscow region, 40 Let Pobedi Street, no.13, apartment 10, Russia, 143905, Russian citizen, identified with passport type P, no. 750548838- member;

2. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved to empower the president of the Board of Directors for signing the Articles of Incorporation of the Company modified according to the resolution of the Extraordinary General Meeting of Shareholders and to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.

3. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of  December 6, 2016, as registration date, for the opposability of all the decisions made by the Shareholder’s Extraordinary General Meeting, in accordance with the provisions of art. 238 of Law no. 297/2004 on Capital Market.

4. With a number of 674,048,665 votes amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of  December 5, 2016, 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 (actually Financial Supervisory Authority).