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

Fri, 12/19/2014 - 21:42

As of the date of December 19th 2014, 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 Elena Iacob;

· Proprietatea Fund, holding shares representing 10.2111 % from the share capital, represented by Daniel Naftali;

· Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital;

· Stoian Constantin, holding shares representing less than 0.0001 % from the share capital;

· Tudor Marin, 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 94.4010 % from the share capital.

The following decisions have been made:

1. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the extension of the number of the members of the Board of Directors of the Company to 7 (seven) from currently 5 (five) and consequently the modification of the art. 15 paragraph (1), (5) and (16) from the Articles of Incorporation of the Company as follows:

“(1) The Company’s activity shall be conducted by a Board of Directors consisting of 7 (seven) members, natural or legal persons, elected by the Ordinary General Meeting of Shareholders, of which a President and a Vice-President.

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

• Marian-Daniel Năstase - 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 flats no. 104, entrance 2, apartment no. 31, district 5, Romanian citizen, Personal Identification Number 1600520400171 - vice-chairman;

• Gheorghe Dobra - born in Oinacu, Branistea village, Giurgiu County, Romania, on February 25, 1959, domiciled in Slatina, 40 Panselelor street , Olt County, Romanian citizen, Personal Identification Number 1590225284389- member.

• Pavel Machitski - born in Irkutsk, Russian Federation, on January 4, 1983, residing in Bucharest, 64 Splaiul Unirii, District 4, identified by passport type P, no. 099095350, British citizen, Personal Identification Number 7830104400028 – member;

• Adrian Manaicu - born in Pitesti, on September 10th 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, 123103, Russia, Russian citizen, identified with passport type P no. 721476976 – member;

• Aleksandr Barabanov - born in Balashikha (Moscow region), on May 8, 1979, domiciled in Balashikha, Moscow region, 40 Let Podedy Street, no. 13-10, Russia, 143905, Russian citizen, identified with passport type P, no. 750548838 - member.

(16) The meetings are held in the presence of at least 5 members of the Board of Directors, the decisions being validly taken with the vote of the majority of the members attending the meeting. The meetings are presided by the Chairman, or in the absence thereof, by the Vice-chairman. In case both are absent, the oldest member present shall preside the meeting”.

2. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the new Internal Rules and Regulations of the Board of Directors.

3. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved to empower the chairman of the Board of Directors to sign the Company’s Articles of Incorporation amended 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.

4. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of January 20, 2015 as shareholders registration date, in accordance with the provisions of art. 238 in Law no. 297/2004 pertaining to the Capital Market.

5. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of January 19, 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 C.N.V.M. (currently A.S.F. - Financial Supervisory Authority).

As of the date of December 19th 2014, 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 Elena Iacob;

· Proprietatea Fund, holding shares representing 10.2111 % from the share capital, represented by Daniel Naftali;

· Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital;

· Stoian Constantin, holding shares representing less than 0.0001 % from the share capital;

· Tudor Marin, 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 94.4010 % from the share capital.

The following decisions have been made:

1. By a number of 600,929,708 amounting to 89.1833 % from the share capital represented for in the meeting and 72,884,714 refraining votes, all the votes being secretly expressed in the meeting, it is hereby appointed as a member of the Company’s Board of Directors Mr. Artem Anikin, for a four years mandate, starting December 19, 2014 until December 19, 2018, following to the extension of the number of the members of the Board of Directors from 5 (five) to 7 (seven).

2. By a number of 600,929,708 amounting to 89.1833 % of the share capital represented for in the meeting and 72,884,714 refraining votes, all the votes being secretly expressed in the meeting, it is hereby appointed as a member of the Company’s Board of Directors Mr. Aleksandr Barabanov, for a mandate valid from December 19, 2014 until December 19, 2018 following to the extension of the number of the members of the Board of Directors from 5 (five) to 7 (seven).

3. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the 2014 Investments Plan supplementation by the amount of USD 1,200,000, thus its total value becoming USD 19,555,000.

4. By a number of 673,814,422 amounting to 100 % of 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 all the Ordinary General Meeting of Shareholders decisions.

5. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of January 20, 2015, as registration date of shareholders for all the decisions made during the present meeting of the Ordinary General Shareholders Meeting, in accordance with the provisions of art. 238 in Law no. 297/2004 pertaining to the Capital Market.

6. By a number of 673,814,422 amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of January 19, 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 C.N.V.M. (currently A.S.F. - Financial Supervisory Authority).