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Alro S.A.

AGM Information Apr 26, 2024

2283_iss_2024-04-26_5dd48dc2-8171-4bd1-b712-ded2c236d950.pdf

AGM Information

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Current Report

No. 26/26.04.2024

To: Financial Supervisory Authority

Current report prepared in compliance with ASF Regulation no. 5/2018 article 234 (1) Sal Febru prepared in complance with AST Regulation no. 5/2018 article 234
(1) par. e, with subsequent amendments and with the stipulation of Law on Lawarket
Operations, Operations, republished.

Date of report: April 26, 2024
Name of issuer: Alro S.A. Haad oo loosti in o 511 Pitesti Street, Olt County
Telephone/ fa. Studio 2014 140 249 431 901 / +40 249 437 500
Solephone/ fa. Shumber: +40 249 431 901 / +40 249 437 500
Trad Trade Register Number: J28/8/1991
The European Unique Identifier (EUID): ROONRCI28/8/1991
Legal Emtity Identifier (LEI): 1937-93980808030398
Subscribed and paid-in which capt Regulated market on which the issued shares are traded: Bucharest Stock Exchange Premium Category (market symbol: AT D) Premium Category (market symbol: ALR)

As of the date of April 26, 2024, the Alro S.A. Ordinary General Meeting of

Shareholders took place 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;
  • · Paval Holding SRL Bacau, holding shares representing 23.2117 % 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/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;
  • · Fondul de Pensii Administrat Privat BRD, Bucharest, holding shares representing 0.4203 % from the share capital, has voted by correspondence;
  • · Fondul 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;
  • · Fondul de Pensii Facultative NN Activ/NN Asigurari de Viata S.A. Bucharest, holding shares representing 0.2122 % from the share capital, has voted by correspondence;
  • · FDI BT Maxim (Adm BT Asset Management SAI SA), Cluj-Napoca, holding shares representing 0.0807% 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 BRD Medio, Bucharest, holding shares representing 0.0238 % 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;
Phone +40 0249 431 901 Alro S.A.
[email protected]
+40 0249 434 302 116 Pitesti Street
www.alro.ro
Fax +40 0213 113 595 230048 Slatina, Romania
1 50 00 20 100 800

  • · Nastase Marian Daniel, holding shares representing 0.0420 % from the share capital;
  • · Dobra Cheorghe, holding shares representing less than 0.0001 % 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 Ordinary General Meeting hold shares amounting to 96.24 % from the the share capital.

The following decisions have been made:

  1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,619,284 votes in favour accounting for 99.24%
    share capital, representation of which 686,619,284 votes in favour accounting for 9 share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes being valid there are hereby approved the consolidated and separate financial statements for the year ended 31 December 2023 prepared in accordance with the Ministry of Public Finance Order no. 284/2016 with subsequent changes, which is in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, based on the Annual Report of the Directors for the year 2023 and on the Independent Auditor's Report for the year 2023.

The separate financial statements have the following main indicators:

· Income from the contracts with clients: 2,533.585 thousand RON
------------------------------------------------------------------ -- -- -- -- -- -- -- -- --
- Gross result: - 358,642 thousand RON
- Operating result: - 477,230 thousand RON
- Result for the period: - 539,116 thousand RON
- Total assets: 2,667,634 thousand RON
- Total equity: 869,360 thousand RON

The consolidated financial statements have the following main indicators:

- Income from the contracts with clients: 2.849.717 thousand RON
------------------------------------------------------------------ --
- Gross result: - 216,364 thousand RON
- Operating result: - 363,908 thousand RON
- Result for the period: - 561,746 thousand RON
- Total assets: 2,920,605 thousand RON
- Total equity: 1,002,613 thousand RON
  1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,619,284 votes in favour accounting for 99.9% of the share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes being secrety expressed and valid, it is hereby approved the discharge from liability for year 2023 for the directors Marian - Daniel Năstase, Svetlana Pînzari, Gheorghe Dobra, Genoveva Năstase, Igor

Alro S.A. 116 Pitesti Street 230048 Slatina, Romania

Phone +40 0249 431 901 440 0249 434 302 Fax +40 0213 113 595 +40 0249 437 500

Higer, Dragoș - Adrian Voncu, Vasile Iuga, Adrius Percu, Darius Pavăl, Marinel Burduja, Voicu Cheța, Laurențiu Gabriel Ciocîrlan and Oga, Perali Pered, Darius Faval, N

    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,619,284 votes in favour accounting for 99.24%
      share capital represented for in the mosting as a 19.000 accounting for 99.9% of th share capital represented for in the meeting, respectively 100 % from the votes expressed and 300,138 votes unexpressed (from which 300,138 abstention votes), all the cast votes expressed and the Annual Report of the Directors for year 2023 is approved ,
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 578.070.000 contract of of the total share capital, out of which 578,970,000 votes in favour accounting for 84.28 %
      share capital, represented, for in the masting and and in the accounting for 84.28 share capital represented for in the reeting, respectively 84.28 % from the votes expressed 107,949,292 votes against and 124 votes unes unes pressed from which 124 abstention votes), all the cast votes being valid, the Remuneration Report for year 2023 is approved.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 686,910,422 of the total share capital, out of which 686,919,422 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, the consolidated Amual report for the year 2023 in the form of ESEF, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regard to regulations on the specification of a single electronic reporting format ("ESEF Regulation") and of FSA Regulation of a single and a single
      with regard of the obligation for issues whose on of FSA Regulation no. 7 from with regard of the obligation for issuers whose securities are admitted to trading on a regulated market of annual financial statements in a single electronic reporting format is approved
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 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, the publication of the non-financial statement for the fiscal year 01.01.2023 - 31.12.2023 is approved.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 6.14.024.708 of the total share capital, out of which 614,034,708 votes in favour accounting for 89.24%
      share capital, represented, for in the masting on 108 wores in favour accounting fo share capital represented for in the meting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes expressed and valid, the Income and Expenses Budget for year 2024 is approved, having the following main financial indicators:
- Sales revenues: 781,210 thousand USD
- Cost of revenues: 737,237 thousand USD
- BBIT : 67,587 thousand USD
- Profit: 22,359 thousand USD
  1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 614,034,708 votes in favour accounting for 89.38 %
    of the

Alro S.A. 116 Pitesti Street 230048 Slatina, Romania

Phone +40 0249 431 901 +40 0249 434 302 Fax +40 0213 113 595 +40 0249 437 500

share capital represented for in the meeting, respectively 100 % from the votes expressed and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the cast votes being valid, the Investments Plan for year 2024, annex to the Budget is approved, forecasting the achievement of investments in a total amount of USD 24,420,000.

    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 686,919,422 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, the Activity Program for year 2024 is approved.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 614,034,584 votes in favour accounting for 89.34 %
      shares aspital, garresant of the 614,034,584 votes in favour accounting for 89.38 share capital represented for in the meeting, respectively 89.38 % from the votes expressed 72,884,714 votes against and 124 votes unexpressed (from which 124 abstention votes), all the cast votes being valid, it is approved that the remuneration of the Board of Directors members for 2024 to be equal with the amount granted in year 2023, namely 3,409 EUR/gross/member of the Board, payable in Romanian LEU.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 610,864,708 votes in favour accounting for 88.92 % of the share capital represented for in the meeting, respectively 88.92 % from the votes expressed and 76,054,714 votes against, all the cast votes being valid, it is approved that the general limit of all the remunerations granted to the Board of Directors members with special functions and to the managers, for 2024 to be of maximum 0.25% of the Company's turnover achieved in 2023.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 578,970,130 votes in favour accounting for 84.24 %
      share capital representad 6 share capital represented for in the meeting, respectively 84.28 % from the votes expressed and 107,949,292 votes against, all the cast votes being valid, it is approved that the remuneration of the Board of Directors members with special functions in 2024 to be equal with the amount granted in the year 2023, namely 811 EUR gross/month for each member of a committee, payable in Romanian LEU.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 % of the total share capital, out of which 553,351,823 votes in favour accounting for 80.54 % share capital represented for in the meeting, respectively 93.53 % from the votes expressed 38,234,578 votes against and 95,333,021 votes unexpressed (from which 95,333,021 abstention votes), all the cast votes being secretly expressed and valid, it is hereby appointed as financial auditor for one year mandate from the audit contract expiring date, respective from 6 th September 2024 until 6 th September 2025, 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.

Alro S.A. 116 Pitesti Street 230048 Slatina, Romania

Phone +40 0249 431 901 +40 0249 434 302 Fax +40 0213 113 595 +40 0249 437 500

    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 575 800 130 vetes in for of the total share capital, out of which 575,800,130 votes in favour accounting for 83.82 %
      of the capital represented for in the meeting for 88,919,422 % accounting for 83.8 share capital represented for in the meeting, respectively 93.77 % from the votes expressed 38,234,578 votes against and 72,884,714 votes unexpressed (from which 72,884,714 abstention votes), all the case of the valid, it is hereby approved to authorize the General Manager and the Financial Manager of Alro S.A. to sign the contract the General Manager and Shareholders' General Ordinary Meeting.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 686 919 422 wates in first of the total share capital, out of which 686,919,422 votes in favour accounting for 100 % of the share capital represented for in the meeting, respectively 100 % for the votes expressed, all the cast votes being valid, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the 2010 " approved to enipower Mr. Ion Constantinescu to comply with
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 686,910,422 water in f of the total share capital, out of which 686,919,422 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 May 31st, 2024 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.
    1. By a number of 686,919,422 total votes, accounting for 686,919,422 shares, respectively 96.24 %
      of the total share capital, out of which 686 919 422 wates in f of the total share capital, out of which 686,919,422 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 May 30, 2024, 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,

President of the Board of Director Marian Daniel Nastas

General Manager Gheorghe Dobra

Alro S.A. 116 Pitesti Street 230048 Slatina, Romania

Phone +40 0249 431 901 +40 0249 434 302 Fax +40 0213 113 595 +40 0249 437 500

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