Current Report Later OGSM April 26, 2024

Fri, 04/26/2024 - 14:11

As of the date of April 26, 2024, the Alro S.A. Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

• Vimetco PLC Cyprus, holding shares representing 54.1898 % from the share capital, has voted by correspondence;
• Paval Holding SRL Bacau, holding shares representing 23.2117 % from the share capital, has voted by correspondence;
• Fondul Proprietatea S.A. Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Fondul de Pensii Administrat Privat NN/NN Pensii S.A.F. P.A.P. S.A., Bucharest, holding shares representing  4.4131 % from the share capital, has voted by correspondence;
• Fondul de Pensii Administrat privat AZT Viitorul Tau, holding shares representing 3.0929 % from the share capital, has voted by correspondence;
• Fondul de Pensii Administrat Privat BRD, Bucharest, holding shares representing  0.4203  % from the share capital, has voted by correspondence;
• Fondul de Pensii Facultative NN Optim/NN Asigurari de Viata S.A. Bucharest, holding shares representing  0.2872  % from the share capital, has voted by correspondence;
• Fondul de Pensii Facultative NN Activ/NN Asigurari de Viata S.A. Bucharest, holding shares representing  0.2122 % from the share capital, has voted by correspondence;
• FDI BT Maxim (Adm BT Asset Management SAI SA), Cluj-Napoca, holding shares representing  0.0807% from the share capital, has voted by correspondence;
• Fondul de Pensii Facultative AZT Vivace, holding shares representing  0.0514 % from the share capital, has voted by correspondence;
• Fondul de Pensii Facultative BRD Medio, Bucharest, holding shares representing 0.0238 % from the share capital, has voted by correspondence;
• Fondul de Pensii Facultative AZT Moderato, holding shares representing  0.0008  % from the share capital, has voted by correspondence;
• Năstase Marian Daniel, holding shares representing 0.0420 % from the share capital;
• Dobra Gheorghe, holding shares representing less than 0.0001 % from the share capital;
• Stoian Constantin, 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 96.24 % from the share capital.

The following decisions have been made: 

1. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,619,284 votes in favour accounting for 99.9 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes being valid, there are hereby approved the consolidated and separate financial statements for the year ended 31 December 2023 prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 with subsequent changes, which is in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, based on the Annual Report of the Directors for the year 2023 and on the Independent Auditor’s Report for the year 2023. 

The separate financial statements have the following main indicators: 

The consolidated financial statements have the following main indicators: 

2. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 %  of the total share capital, out of which 686,619,284 votes in favour accounting for 99.9 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes being secretly expressed and valid, it is hereby approved the discharge from liability for year 2023 for the directors Marian - Daniel Năstase, Svetlana Pînzari, Gheorghe Dobra, Genoveva Năstase, Igor Higer,  Dragoș - Adrian Voncu, Vasile Iuga, Adrian Fercu, Darius Pavăl, Marinel Burduja, Voicu Cheța, Laurențiu Gabriel Ciocîrlan and Oana Valentina Gavrilă (ex Truța).

3. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,619,284 votes in favour accounting for 99.9 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes being valid, the Annual Report of the Directors for year 2023 is approved.

4. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 578,970,006 votes in favour accounting for 84.28 % of the share capital represented for in the meeting, respectively 84.28 % from the votes expressed, 107,949,292 votes against and 124 votes unexpressed (from which 124 abstention votes), all the cast votes being valid, the Remuneration Report for year 2023 is approved.

5. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, the consolidated Annual report for the year 2023 in the form of ESEF, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“ESEF Regulation”) and of FSA Regulation no. 7 from 19 March 2021 with regard of the obligation for issuers whose securities are admitted to trading on a regulated market of annual financial statements in a single electronic reporting format is approved.

6. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422  votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, the publication of the non-financial statement for the fiscal year 01.01.2023 - 31.12.2023 is approved.

7. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 614,034,708 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, the Income and Expenses Budget for year 2024 is approved, having the following main financial indicators: 

8. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 614,034,708 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, the Investments Plan for year 2024, annex to the Budget is approved, forecasting the achievement of investments in a total amount of USD 24,420,000.

9. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, the Activity Program for year 2024 is approved.

10. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 614,034,584 votes in favour accounting for 89.38 % of the share capital represented for in the meeting, respectively 89.38 % from the votes expressed, 72,884,714 votes against and 124 votes unexpressed (from which 124 abstention votes), all the cast votes being valid, it is approved that the remuneration of the Board of Directors members for 2024 to be equal with the amount granted in year 2023, namely 3,409 EUR/gross/member of the Board, payable in Romanian LEU. 

11. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 610,864,708 votes in favour accounting for 88.92 % of the share capital represented for in the meeting, respectively 88.92 % from the votes expressed and 76,054,714 votes against, all the cast votes being valid, it is approved that the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2024 to be of maximum 0.25% of the Company’s turnover achieved in 2023. 

12. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 578,970,130 votes in favour accounting for 84.28 % of the share capital represented for in the meeting, respectively 84.28 % from the votes expressed and 107,949,292 votes against, all the cast votes being valid, it is approved that the remuneration of the Board of Directors members with special functions in 2024 to be equal with the amount granted in the year 2023, namely 811 EUR gross/month for each member of a committee, payable in Romanian LEU.

13. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 553,351,823 votes in favour accounting for 80.55 % of the share capital represented for in the meeting, respectively 93.53 % from the votes expressed, 38,234,578 votes against and 95,333,021 votes unexpressed (from which 95,333,021 abstention votes), all the cast votes being secretly expressed and valid, it is hereby appointed as financial auditor for one year mandate from the audit contract expiring date, respective from 6 th September 2024 until 6 th September 2025, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, 1st district, no. 15-17 Ion Mihalache Boulevard, Bucharest Tower Center Building, 21st floor, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783. 

14. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 575,800,130 votes in favour accounting for 83.82 % of the share capital represented for in the meeting, respectively 93.77 % from the votes expressed, 38,234,578 votes against and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, it is hereby approved to authorize the General Manager and the Financial Manager of Alro S.A. to sign the contract with the financial auditor appointed by the Shareholders’ General Ordinary Meeting.

15. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, 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. 

16. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of May 31st, 2024 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. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations. 

17. By a number of 686,919,422 total votes, accounting for  686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % from the votes expressed, all the cast votes being valid, it is hereby approved the date of May 30, 2024, as ex date, in accordance with the provisions of art. 187 point 11 of Regulation no. 5/2018 regarding the issuers of the financial instruments and market operations issued by the Financial Supervisory Authority.