Current Report Later OGSM - December 13 2018

Tue, 11/13/2018 - 15:22

I. As of the date of November 13,2018, 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 Racoti Ioana;
• Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• 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;
• Racoti Ioana, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.40 % from the share capital.

The following decisions have been made:

1. With a number of 600,929,684 votes in favor amounting 89.18 % from the share capital represented in the meeting and  a number of 72,884,714 refraining votes, all the votes being secretly expressed, it is hereby appointed as director Mr.  Marian Daniel Nastase, for a four-years mandate, respectively from November 13th , 2018 until November 13th , 2022;

2. With a number of 600,929,684 votes in favor amounting 89.18 % from the share capital represented in the meeting and a number of 72,884,714 votes against, all the votes being secretly expressed, it is hereby appointed as director Mr. Pavel Machitski, for a four-years mandate, respectively from November 13th, 2018 until November 13th, 2022;

3. With a number of 600,929,684 votes in favor amounting 89.18 % from the share capital represented in the meeting and a number of 72,884,714 votes against, all the votes being secretly expressed, it is hereby appointed as director Mr. Aleksandr Barabanov, for a four-years mandate, respectively from December 20, 2018 until December 20, 2022;

4. With a number of 600,929,560 votes in favor amounting 89.18 % from the share capital represented in the meeting and a number of 72,884,838 votes against, all the votes being secretly expressed, it is hereby appointed as director Mrs.  Svetlana Pinzari, for a four-years mandate, respectively from December 20, 2018 until December 20, 2022;

5. With a number of 673,814,398 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the empower of Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders resolutions;

6. With a number of 673,814,398 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 5, 2018 as registration date, for the opposability of all the decisions made by the Ordinary General Meeting of the Shareholder, in accordance with the provisions of art. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations;

7. With a number of 673,814,398 votes in favor amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 4, 2018 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.

II. As of the date of November 13,2018, 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 Racoti Ioana;
• Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• 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;
• Racoti Ioana, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.40 % from the share capital.

The following decisions have been made:

1. With a number of 673,814,398 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the amendment of the art. 15 paragraph (5) from the Articles of Incorporation of the Company following to the appointment of 4 (four) members of the Board of Directors, as follows:

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

• Marian-Daniel Nastase – [personal data] – Chairman;
• Serghei Gheorghe – [personal data] – Vicepresident;
• Gheorghe Dobra – [personal data] – member;
• Pavel Machitski – [personal data] – member;
• Adrian Manaicu – [personal data] – member;
• Aleksandr Barabanov – [personal data] – member;
• Svetlana Pinzari – [personal data] – member”;

2. With a number of 673,814,398 votes in favor, amounting 100 % from the share capital represented 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 673,814,398 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 5, 2018 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations;

4. With a number of 673,814,398 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 4, 2018, 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.