Current report prepared in compliance with CNVM Regulation no. 1/2006 article 113 pct. A, par. c, with subsequent amendments and additions, and with the stipulation of Law no. 24/2017 article no. 122 pertaining to Issuers of Financial Instruments and Mark

Tue, 06/27/2017 - 15:00

I. As of the date of June 27th 2017, 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 Ioana Racoti;

·         Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·         Hanwha Eastern Europ Equity Fund-Master Fund, Korea, holding shares representing 0.0254 % from the share capital, has voted by correspondence;

·         KB EURO Convergence Fund, Korea, holding shares representing 0.0111 % from the share capital, has voted by correspondence;

·         Ioana Racoti, holding shares representing less than 0.0001 % from the share capital; 

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

·         Gheorghe Dobra, 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 94.4374% from the share capital.

The following decisions have been made:

1. With a number of 601,190,291 votes in favor, amounting 89.18 % from the share capital represented in the meeting and a number of 72,884,714 against votes, all the votes being secretly expressed in the meeting, it is hereby appointed as director Mr. Adrian Manaicu, for a four-years mandate, respectively for a mandate valid from June 29, 2017 until June 29, 2021.
2. With a number of 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, 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.
3. With a number of 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of July 18, 2017 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
4. With a number of 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of July 17, 2017, as ex date, in accordance with the provisions of art. 1292 of Regulation no. 1/2006 on issuers and operations with securities issued by NSC (actually Financial Supervisory Authority).

II. As of the date of June 27th 2017, the Alro S.A. Extrordinary 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 Ioana Racoti;

·         Fondul Proprietatea SA Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·         Hanwha Eastern Europ Equity Fund-Master Fund, holding shares representing 0.0254 % from the share capital, has voted by correspondence;

·         KB EURO Convergence Fund, holding shares representing 0.0111 % from the share capital, has voted by correspondence;

·         Ioana Racoti, holding shares representing less than 0.0001 % from the share capital; 

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

·         Gheorghe Dobra, 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 94.4374% from the share capital.

The following decisions have been made:

1. With a number of 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the modification of art. 15 paragraph (5) of the Articles of Incorporation of the Company following the appointment of one member of the Board of Directors, as follows:

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

·         Marian-Daniel Nastase – 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 – Ukraine, on May 20, 1960, domiciled in Bucharest, no. 18 Libertatii Street, block of flats no. 104, 2nd entrance, apartment no. 31, district 5, Romanian citizen, Personal Identification Number 1600520400171 – Vicepresident;

·         Gheorghe Dobra – born in Oinacu, Branistea village, Giurgiu county, Romania, on February 25, 1959, domiciled in Slatina, no. 40 Panselelor street, Olt county, Romanian citizen, Personal Identification Number 1590225284389 – member;

·         Pavel Machitski – born in Irkutsk, Russian Federation, on January 4th, 1983, identified with passport type P, no. 53 1233404, issued on December 16, 2016 and valid until December 16, 2026, Russian citizen – member;

·         Artem Anikin - born on May 5, 1983, domiciled in Moscow, Zhivopisnaya Street, 13-1, 99, Russia, 123103, Russian citizen, identified with passport type P no. 721476976 - member;

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

·         Adrian Manaicu, born in Pitesti, on September 10, 1964, domiciled in Bucharest, 5 Visana Street, building 43, entrance B, 2nd floor, apartment 54, 4th district, Romanian citizen, Personal identification number 1640910400202 – member.

2. With a number of 674,075,005 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 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of July 18, 2017 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 674,075,005 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of July 17, 2017, as ex date, in accordance with the provisions of art. 1292 of Regulation no. 1/2006 on issuers and operations with securities issued by NSC (actually Financial Supervisory Authority).