Current Report Later OGSM & EGSM - September 5, 2023

Tue, 09/05/2023 - 13:50

I. As of the date of September 5, 2023, 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;
• Fondul Proprietatea S.A. Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Fondul de Pensii Administrat Privat 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;
• Fond 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;
• Fond de Pensii Facultative NN Activ/NN Asigurari de ViataS.A. Bucharest, holding shares representing  0.2122 % 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 AZT Moderato, holding shares representing  0.0008  % from the share capital, has voted by correspondence;
• Nastase Marian Daniel, holding shares representing 0.0420 % 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 OrdinaryGeneral Meeting hold shares amounting to 72.50 % from the share capital.

The following decisions have been made:

1. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 459,980,420 votes in favour accounting for 88.88 % of the share capital represented for in the meeting, respectively 92.92 % from the votes expressed, 35,064,578 votes against and 22,448,307 votes unexpressed (from which 22,448,307 abstention votes), all the cast votes being secretly expressed and valid, it is hereby appointed as financial auditor for one year mandate, respective from 5 th August 2023 until 5 th August 2024, 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.
2. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 459,980,420 votes in favour accounting for 88.88 % of the share capital represented for in the meeting, respectively 92.92 % from the votes expressed, 35,064,578 votes against and 22,448,307 votes unexpressed (from which 22,448,307 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.
3. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 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. Emanuel Marian Doaga to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders resolutions.
4. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 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 29 September 2023 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.
5. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 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 28 September 2023, 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 September 5, 2023, the Alro S.A. Extraordinary 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;
• Fondul Proprietatea S.A. Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
• Fondul de Pensii Administrat Privat 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;
• Fond 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;
• Fond de Pensii Facultative NN Activ/NN Asigurari de ViataS.A. Bucharest, holding shares representing  0.2122 % 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 AZT Moderato, holding shares representing  0.0008  % from the share capital, has voted by correspondence;
• Nastase Marian Daniel, holding shares representing 0.0420 % 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 ExtraordinaryGeneral Meeting hold shares amounting to 72.50 % from the share capital.

The following decisions have been made:

1. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby taking note of the change in the registered office of the shareholder Vimetco PLC and it is hereby approved the amendment of the art. 7 paragraph (3) 1 st bullet from the Articles of Incorporation of the Company, as follows: • “VIMETCO PLC, a company registered and functioning in accordance with the Cyprus law, having its registered office in Navarinou 18, Navarino Business Centre, Agios Andreas, 1100, Nicosia, Cyprus, registered under number HE424854, with a quota of the registered share capital of RON 193,397,672 = 386,795,344 shares = 54.1898 %;”
2. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, 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. Emanuel Marian Doaga to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions;
3. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 29 September 2023 as registration date, for the opposability of all the decisions made by the Extraordinary General Meeting of the Shareholder, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations;
4. By a number of 517,493,305 total votes expressed, accounting for 517,493,305 shares, respectively 72.50 % of the total share capital, out of which 517,493,305 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 28 September 2023 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.