Alro SA: Current report before Alro GSM December 2021


Thu, 18/11/2021 – 17:00

We inform all those interested in the convening of the Ordinary and Extraordinary General Meetings of Alro SA as follows:

I. Following its Resolution no. 1601 dated November 18, 2021, The Board of Directors of Alro SA (hereinafter referred to as the “Company”), whose registered office is located in Slatina, 116, Pitesti Street, Olt County, Romania, registered in the commercial register under no. J28 / 8/1991, Unique registration code RO1515374, on the basis of art. 117 of law n. 31/1990 relating to companies, republished, with subsequent modifications, convenes the Ordinary and Extraordinary General Meetings of Shareholders registered in the Register of Shareholders at the end of the day of December 10, 2021, considered reference date, for the date of December 22 December 2021, from 9:00 a.m. and from 9:30 a.m. respectively at the Company’s head office in Slatina, 116 Pitesti Street, Olt County, Romania.

If, on the aforementioned date, the attendance quorum provided for by the Company’s articles of association is not reached, in accordance with art. 118 of law n. 31/1990 relating to companies, republished, with subsequent modifications, the second Ordinary and Extraordinary General Meeting of Shareholders is convened and fixed for December 23, 2021 from 9:00 a.m. and from 9:30 a.m. respectively at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

II. The agenda of the Ordinary General Meeting of Shareholders is as follows:

1. Approval of the Company’s remuneration policy.

2. Approval to mandate Mr. Ion Constantinescu to carry out all the registration formalities for resolutions of the Ordinary General Meeting of Shareholders.

3. Approval of the date of January 21, 2022 as the registration date, for the enforceability of all decisions taken by the Ordinary 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.

4. 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.

III. 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 transactions 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. 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 the formalities of registration of the Extraordinary General Meeting of shareholders’ resolutions.

5. 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.

6. 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.

IV. One or more shareholders, individually or collectively holding at least 5% of the Company’s share capital, have / have the right:

(a) to include new items on the agenda of General Meetings of Shareholders (each new item must be submitted with an explanation or a draft resolution with a view to being adopted at General Meetings) and

(b) submit draft resolutions on items listed or to be included in the agenda of the two General Meetings of Shareholders, within 15 days of the publication of this notice, i.e. no later than December 6, 2021.

The rights of the shareholders mentioned in points (a) and (b) can only be exercised in writing.

V. Shareholders have the right to ask questions relating to items on the agenda of the aforementioned general meetings; responses will be published on the Company’s website page www.alro.ro.

Questions should be submitted or sent to the registered office of the Company so as to be registered at the Company’s registration office in Slatina, 116 Pitesti Street, Olt County, Romania, no later than December 14, 2021, 3 hours : Midnight, in a sealed envelope bearing the words clearly written in capital letters: “FOR ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS OF DECEMBER 22/23, 2021”.

VI. Shareholders registered on the record date will exercise the right to participate in and vote at Ordinary and Extraordinary General Meetings of Shareholders personally, by correspondence or through a special / general representative. The general proxy will be given by the shareholder, acting as client, only to a proxy as defined in art. 2 paragraph 1, point 19 of Law no. 24/2017 regarding issuers of financial instruments and market transactions, or to a lawyer.

VII. In the event that shareholders appoint representatives to attend and vote at Ordinary and Extraordinary General Meetings of Shareholders, notification of their appointment will only be sent to the Company in writing.

VIII. Postal ballots and special proxies for the representation of shareholders at Ordinary and Extraordinary General Meetings of Shareholders are made available at the registered office of the Company, as well as on the Company’s website www.alro .ro.

IX. Postal voting forms filled in by shareholders in Romanian or English must be submitted or sent in original, by certified mail, to the company registration office, or must be sent by e-mail with extended electronic signature incorporated in accordance with to law no. 455/2001 on the electronic signature, republished, to [email protected] – with a request for confirmation of reading, accompanied by the copy of the identity document for the shareholders – natural person or with the copy of the document of identity of the legal representative of the shareholder – legal person, signatory of the postal voting form, so as to be registered at the registration office of the company / received at the e-mail address [email protected], as follows:

– no later than December 20, 2021, at 7 am, in a closed envelope clearly marked in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 22/23, 2021”;

– no later than December 20, 2021, at 7:30 am, in a sealed envelope clearly marked in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF DECEMBER 22/23, 2021”.

In the case of postal voting forms sent with extended electronics incorporated, Alro makes available to senders the telephone number +40 (0) 249 431 901, interior 1291 to verify receipt of the e-mail containing the vote cast.

X. Postal ballot papers which have not been received in the form and within the time limit provided for in art. IX of this notice will not be taken into account when the presence and the voting quorum are observed and when the votes are counted in the Ordinary and Extraordinary General Meetings of Shareholders.

XI. Proxies for the representation of shareholders at General Meetings, completed by shareholders either in Romanian or in a language widely used in the international financial field, accompanied by a copy of the identity document of the appointed representative, will be handed in or sent to copy, containing the mention of a true copy of the original under the signature of the representative, by certified mail, to the registration office of the company or must be sent by e-mail with extended electronic signature incorporated in accordance with law no. 455/2001 on the electronic signature, republished, to [email protected] – with a request for confirmation of reading, so as to be registered in the register of the Company // received at the e-mail address [email protected] as following :

– no later than December 20, 2021, at 7 am, in a closed envelope clearly marked in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 22/23, 2021;

– no later than December 20, 2021, at 7:30 am, in a sealed envelope clearly marked in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 22/23, 2021.

In the case of proxies sent with incorporated extended electronics, Alro makes available to senders the telephone number +40 (0) 249 431 901, inside 1291 to verify receipt of the e-mail containing the vote cast.

XII. Only registered shareholders on the reference date will have the right to participate in and vote at Ordinary and Extraordinary General Meetings of Shareholders convened for December 22/23, 2021 personally, by correspondence or through a proxy.

XIII. The documents and information relating to the items on the agenda of the Ordinary and Extraordinary General Meetings of Shareholders, as well as the draft decisions relating to the items on the agenda of the two General Meetings, the postal voting forms and the forms of proxy for representation of shareholders at Ordinary and Extraordinary General Meetings of Shareholders, as well as the Regulations for the exercise of voting rights at General Meetings by Alro shareholders are made available to shareholders at the registered office. of the Company of Slatina, 116 Pitesti Street, Olt County, Romania, and are published on the Company’s website www.alro.ro from the date of November 20, 2021.

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


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