Alro SA: Current report before Alro GSM December 2021, after completion of the agenda


Thu 02/12/2021 – 7:59 PM

We inform all persons likely to be interested of the agenda for the Extraordinary General Meeting of Shareholders of Alro SA, convened for December 22/23, 2021:

COMPLETION OF AGENDA

of the Extraordinary General Meeting of Shareholders of Alro SA

Take into consideration:

the application filed with Alro SA (hereinafter referred to as the “Company”) dated November 29, 2021, by the shareholders of Vimetco PLC, a company registered and operating in accordance with Cypriot law, having its registered office in Poseidonos, 1 , Ledra Business Center, Egkomi, 2406, Nicosia, Cyprus, registered under number HE424854, holding 54.1898% of the share capital of Alro SA, which requires the completion of the agenda of the Extraordinary General Meeting of Alro Shareholders, convened for the date of December 22, 2021 or December 23, 2021 (if the attendance quorum is not reached at the first general meeting),

⦁ publication of the convocation of Ordinary and Extraordinary General Meetings of Alro Shareholders, in the Romanian Official Gazette no. 4745 of November 19, 2021,

the provisions of art. 1171 of law no. 31/1990 concerning companies, republished, with subsequent modifications and also the provisions of art. 105 of Law 24/2017, republished concerning issuers of financial instruments and market transactions,

By decision no. 1608 / 02.12.2021, the Board of Directors of Alro SA, having its registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered in the Commercial Register under no. D28 / 8/1991, Unique registration code RO1515374, completes the agenda of the Extraordinary General Meeting of Shareholders of December 22, 2021 at 9:30 a.m. (first meeting) or of December 23, 2021 at 9:30 a.m. (second meeting) with the following 1 (one) new point:

⦁ Noting the transfer of a number of 386,795,344 shares issued by the Company by Vimetco NV by contribution in kind to the share capital of Vimetco PLC, approval of the modification of art. 7 paragraph (3) of the Articles of Association, as follows:

“(3) The shareholders of the Company are:

  • VIMETCO PLC, a company registered and operating in accordance with Cypriot law, having its registered office at Poseidonos, 1, Ledra Business Center, Egkomi, 2406, Nicosia, Cyprus, registered under number HE424854, with a share of the share capital of 193,397,672 RON = 386,795,344 shares = 54.1898%;

  • PAVAL HOLDING SRL, legal entity of Romanian nationality, registered

  • office in Bacau, 8 rue Alexei Tolstoi, Bacau county, registered in the commercial register under no. J04 / 1405/2018, tax registration number 39895050, with a share of the share capital of 82,839,957.5 RON = 165,679,915 shares = 23.2117%;

  • FONDUL PROPRIETATEA SA, legal entity of Romanian nationality, having its registered office in Bucharest, no. 78-80 rue Buzesti, 7th floor, 1st arrondissement, with a share of the share capital of 36,442,357 RON = 72,884,714 shares = 10.2111%;

  • OTHER SHAREHOLDERS, with a share of the share capital of 44,209,581 RON = 88,419,162 shares = 12.3874%.

After completion, the agenda of the Extraordinary General Meeting of Shareholders is as follows:

1. Approval of the modification of the sale-purchase contracts of calcined alumina concluded by the Company, as buyer, and Alum SA, as seller, concerning the price formula and the extension of the period of validity of the agreements.

2. Approval of the authorization to the Board of Directors of the Company to negotiate, approve the final forms and conclude the amendments to the sale-purchase contracts of calcined alumina with Alum SA, as well as all and all other documents relating to the above operations as well as to designate the persons authorized to sign the amendments and the related documents in the name and on behalf of the Company.

3. Approval of the achievement of the secondary activity object with two activities, namely: “Production of electricity (code CAEN 3511)” and “Other activities concerning human health (Cod CAEN 8690)” and to complete, in Consequently, the articles of association of the Company, art. 6, paragraph 2 with these two secondary objects of activity.

4. Noting the transfer of a number of 386,795,344 shares issued by the Company by Vimetco NV by contribution in kind to the share capital of Vimetco PLC, approval of the modification of art. 7 paragraph (3) of the Articles of Association, as follows:

“(3) The shareholders of the Company are:

  • VIMETCO PLC, a company registered and operating in accordance with Cypriot law, having its registered office at Poseidonos, 1, Ledra Business Center, Egkomi, 2406, Nicosia, Cyprus, registered under number HE424854, with a share of the share capital of 193,397,672 RON = 386,795,344 shares = 54.1898%;

  • PAVAL HOLDING SRL, legal entity of Romanian nationality, registered

  • office in Bacau, 8 rue Alexei Tolstoi, Bacau county, registered in the commercial register under no. J04 / 1405/2018, tax registration number 39895050, with a share of the share capital of 82,839,957.5 RON = 165,679,915 shares = 23.2117%;

  • FONDUL PROPRIETATEA SA, legal entity of Romanian nationality, having its registered office in Bucharest, no. 78-80 rue Buzesti, 7th floor, 1st arrondissement, with a share of the share capital of 36,442,357 RON = 72,884,714 shares = 10.2111%;

  • OTHER SHAREHOLDERS, with a share of the share capital of 44,209,581 RON = 88,419,162 shares = 12.3874%.

5. Approval to empower the Chairman of the Board of Directors to sign the Company’s articles of association as amended in accordance with the resolution of the Extraordinary General Meeting of Shareholders and to empower Mr. Ion Constantinescu to comply with all formalities for registering the Extraordinary General Meeting of shareholders’ resolutions.

6. Approval of the date of January 21, 2022 as the registration date, for the enforceability of all decisions taken by the Extraordinary General Meeting of the Shareholder, in accordance with the provisions of art. 87 in law no. 24/2017 regarding issuers of financial instruments and market transactions.

7. Approval of the date of January 20, 2022 as the ex date in accordance with the provisions of art. 187 point 11 of Regulation no. 5/2018 concerning issuers of financial instruments and market transactions issued by the Financial Supervisory Authority.

The agenda of the Ordinary General Meeting of Shareholders as well as all information preceding the Ordinary and Extraordinary General Meetings of Shareholders remain unchanged.

The documents and information relating to the new item on the agenda of the Extraordinary General Meeting of Shareholders, as well as the draft decision relating to the new item on the agenda of the Extraordinary General Meeting of Shareholders, the form voting rights and the form of proxy for the representation of shareholders at Extraordinary General Meetings of Shareholders, as well as the Regulations for the exercise of the right to vote at General Meetings by Alro shareholders are made available to shareholders at the registered office of the Slatina Company, 116 Pitesti Street, Olt County, Romania, and are published on the company’s website www.alro.ro.

Any additional information can be obtained at the telephone number. 0249-434.302.

Disclaimer

Alro SA published this content on 02 December 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 02 December 2021 17:10:08 UTC.

Public now 2021

All news from ALRO SA
Sales 2021 3,244 million
741 million
741 million
Net income 2021

Net debt 2021 691 million
158 million
158 million
PER 2021 ratio
Yield 2021
Capitalization 1,720 million
393 million
393 million
VE / Sales 2021 0.74x
VE / Sales 2022 0.80x
Number of employees 3 958
Free float 22.6%

Duration :

Period:

Alro SA Technical Analysis Chart |  MarketScreener

Evolution of the income statement

To sell

To buy

Average consensus TO BUY
Number of analysts 2
Last closing price

2.41 RON

Average price target

4.09 RON

Spread / Average target 69.7%


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