Current Report: Summoning of the Extraordinary General Shareholders Meeting of ALRO S.A.

Fri, 09/07/2018 - 16:40

 We hereby inform all persons who may be interested in the summoning of the Extraordinary General Shareholders Meeting of Alro S.A., as follows:

I.       Further to its Resolution no. 1417 dated September 7, 2018, The Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of October 2st, 2018, considered reference date, for the date of October 11, 2018, at 11,00 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporation of the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Extraordinary General Meeting of the Shareholders is convened and set for the date of October 12, 2018, at 11,00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

II.    The agenda of the Extraordinary General Meeting of the Shareholders is the following:

1.  Approval of the amendment of the Articles of Incorporation of the Company as follows:

A.Art. 12 (2) a) shall be amended and shall have the following content:

“a) approves or amends the financial statements of the company, after having

                   analyzed the report of the directors and the report of the financial auditor;”

            B. Art. 24 shall be amended and shall have the following content:

(1)            The profit of the company shall be established based on the financial statements approved by the General Meeting of Shareholders. The profit subject to taxation shall be established in compliance with the law.

(2)            Special funds may be set up from the company profit, aiming to finance the modernization, research and development of new products, investment and repairs as well as for other purposes as established by the General Meeting of the Shareholders.

(3)            At least 5% of company profit shall be transferred annually to form the reserve fund until a minimum of a fifth of the share capital is achieved.

(4)            The profit shall be distributed in accordance with the decision of the General Meeting of the Shareholders. The quarterly distribution of profit may be made optionally during the financial year, on the basis of the audited interim financial statements, in accordance with the legal provisions.

(5)            Dividends shall be distributed to the shareholders proportionally to their participation to the paid-up share capital, optionally quarterly on the basis of the interim financial statements and yearly, after the regularization made by the annual financial statements.

(6)            The payment of the dividends due to the shareholders shall be made in accordance with the legal provisions, by the company, after the approval of the financial statements by the General Meeting of the Shareholders, within a period of time established by the latter. Dividends may be optionally paid quarterly within the term established by the General Meeting of Shareholders, regularization of the differences from the distribution of dividends during the financial year having to be made by the annual financial statements. Payment of the differences from the regularization shall take place within 60 days from the date of approval of the annual financial statements corresponding to the financial year which ended. Payment by the shareholders who owe dividend restitutions after the regularization made by the annual financial statements shall take place within the same term.

(7)            In case losses are reported, the General Meeting of the Shareholders shall analyze the causes and make a decision accordingly, as per the legal provisions.

(8)            Losses shall be borne by the shareholders proportionally to their contributions to the registered share capital.”

2.  Approval 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.   Approval of the date of October 31, 2018 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations

4.   Approval of the date of October 30, 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

III. One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right:

(a)     to include new items on the agenda of the Extraordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the Extraordinary General Meeting) and

(b)  to submit draft resolutions for items included or to be included on the agenda of the Extraordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than September 26, 2018.

 The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing.

IV. The shareholders are entitled to ask questions related to items on the agenda of the above mentioned general meeting; the answers to be published on the Company’s Internet website pagewww.alro.ro.

The questions shall be submitted or sent at the registered office of the Company in such way to be registered at the Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than October 3rd, 2018, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM OCTOBER 11/12, 2018”.

V. The registered shareholders at the reference date shall exercise the right to participate and vote in the Extraordinary General Meeting of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law.

VI. In case the shareholders appoint representatives for participation and voting in the Extraordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

VII. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders are made available at the registered office of the Company, as well as on the website of the Companywww.alro.ro.

VIII. Correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the Registration Office of the Company as follows not later than October 9,  2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM OCTOBER 11/12, 2018 “.

IX. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VIII of this Summons shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in Extraordinary General Meeting of the Shareholders.

X. The proxies for shareholders’ representation in the General Meetings, filled in by the shareholders  either in Romanian or in a widely used language in the international financial area, together with the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company as follows not later than October 9, 2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM OCTOBER 11/12, 2018 “.

The proxies can also be sent by e-mail to the address cstoian@alro.ro.

XI. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meeting of the Shareholders convened for October 11/12, 2018 personally, via correspondence or through a representative with proxy.

XII. The documents and information related to the items of the agenda of the Extraordinary General Meeting of the Shareholders, as well as the draft decisions related to the items on the agenda, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of September 10, 2018.

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