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

Tue, 03/26/2013 - 18:52

We hereby inform all persons who may be interested that, about the summoning of the Ordinary and General Shareholders Meeting of Alro S.A.:

I.      I.By Decision no. 1011/26.03.2013 taken in the  Board of Directors’ meeting held on March 26, 2013, The Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Piteşti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO 1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to commercial companies, republished, with subsequent changes, summons the Ordinary and General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of April 17, 2013, considered reference date, for the date of April 29, 2013, 11.00 AM at the registered office of the Company from at the Company’s registered office in Slatina, 116 Piteşti Street, Olt County, Romania.

If at the mentioned date the presence quorum provided by the Company’s Articles of Incorporation is not met, the second Ordinary General Meeting of Shareholders shall be summoned and settled under art. 118 of Law no. 31/1990, republished, for the date of April 30, 2013, 11.00 AM at the Company’s registered office in Slatina, 116 Piteşti 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 2012.

2.     Approval of the consolidated Report of the Directors for year 2012

3.     Approval of the directors’ discharge from liability for year 2012

4.     Information on the stand-alone Report of the Financial Auditor for year 2012

5.     Information on the consolidated Report of the Financial Auditor for year 2012

6.     Approval of the stand-alone financial statements for year 2012prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012

7.     Approval of the consolidated financial statements for year 2012 prepared in accordance with the International Financial Reporting Standards (IFRS), pursuant to the Order of the Ministry of Public Finances no. 1286/2012

8.     Approval of the annual report drawn up in accordance with the provisions of the Regulation no.            1/2006 of the NSC (National Securities Commission), for year 2012

9.     Approval of the Income and Expenses Budget for year 2013

10.  Approval of the Activity Program for year 2013

11.  Approval of the Investment Plan for year 2013

12.  Approval of the remuneration of the Board of Directors members in 2013

13.  Approval of the general limit of all the remunerations granted in 2013 to the Board of Directors                       members with special functions and to the managers

14. Approval to mandate Mr. Ion Constantinescu  to comply with all the formalities for the registration     of the Ordinary General Meeting of Shareholders decisions

15.Approval of the date of May 22, 2013 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, have the right to put 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 decisions in order to be adopted in the General Meeting) and to table draft decisions 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 of the publishing of this Summons, respectively not later than April 12, 2013.

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

III. The shareholders have the right to ask questions related to items on the agenda above mentioned; the answers to be given shall be published on the Internet website page of the Company 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 registry of the company not later than April 22, 2013, hours 4,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM April 29/30, 2013”.

IV. The registered shareholders at the reference date shall exercise the right to participate and to vote in the Ordinary General Meeting of the Shareholders in person, by correspondence or by a representative with proxy.

V. In case the shareholders shall appoint representatives for the 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 voting bulletin forms by correspondence and the 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. The Voting by Correspondence form filled out by the shareholder either in Romanian language, or in English, with signature authorized by a public notary  (together with the copy of the identification card – for the natural persons or the registration certificate and 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 legal persons, certifying the quality of legal representative of the Form of vote by correspondence signatory/signatories, 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 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 April 27, 2013, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM April 29/30, 2013“.

VIII. The voting bulletins by correspondence not received in the form and within the term stipulated by the art. VII from the present Summons will 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.

IX. The special proxies filled out by the shareholder  either in Romanian or in English (accompanied by the copy of the identity document – for the shareholders natural entities pr 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 representative of the proxy signatory/signatories, in original fold or in certified true copy, issued maximum 3 months before the summons publication date), shall be submitted or sent 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 April 27, 2013, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM April 29/30, 2013“.

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

X. The proxies not received within the term stipulated by the art. IX from the present Summons will not be taken into account by the Company.

XI. Only the registered shareholders at the reference date shall have the right to participate and to vote in the Ordinary General Meeting of the Shareholders summoned for April 29/30, 2013 by person, by a representative or by correspondence.

XII. The documents and information related to the subjects on the agenda, as well as the draft decisions related to the items on the agenda, the voting bulletin forms by correspondence 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 Meeting by the shareholders of S.C Alro S.A. Tulcea, are made available for the shareholders at the registered office of the company from Slatina, 116 Piteşti Street, Olt County, Romania, and are posted on the website of the company www.alro.ro starting from the date of March 27, 2013.

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