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Alro S.A.
Related Party Transaction • Mar 29, 2024
2283_rns_2024-03-29_116795a5-be9d-49b1-8397-44090c63f305.pdf
Related Party Transaction
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To: The Financial Supervisory Authority Bucharest Stock Exchange
Current report in compliance with article no. 108 of Law no. 24/2017 on issuers of financial instruments and market operations - Republished
Date of report: March 29th , 2024 Name of issuer: ALRO S.A. Headquarters: Slatina, 116 Pitesti Street, Olt County Telephone/ fax number: +40 249 431 901 / +40 249 437 500 Sole registration number at the Trade Register Office: RO 1515374 Trade Register Number: J28/8/1991 The European Unique Identifier (EUID): ROONRCJ28/8/1991 Legal Entity Identifier (LEI): 5493008G6W6SORM2JG98 Subscribed and paid-in share capital: 356,889,567.5 RON Regulated market on which the issued shares are traded: Bucharest Stock Exchange – Premium Tier Category (market symbol: ALR)
Significant event to be reported: Reporting of transactions with related parties according to art. 108 paragraph 3 and paragraph 13 of Law no. 24/2017 – Republished
Please be informed by the present Current Report, that ALRO S.A. concluded on the date of March 29th , 2024 with the company VIMETCO MANAGEMENT ROMANIA S.R.L. three new transactions whose value cumulated with the other transactions concluded/carried out within the last 12 months, cumulatively exceed 5% of the Company's net assets as per ALRO S.A. Standalone Financial Statements related to the first 6 months of 2023, amounting to RON 63,083,755, as follows:
- Transactions of ALRO S.A. with VIMETCO MANAGEMENT ROMANIA S.R.L., carried out during the period February 1 st – 29th , 2024 in total amount of RON 25,439,987.
- Details on the transactions concluded on March 29th , 2024 by ALRO S.A. with the company VIMETCO MANAGEMENT ROMANIA S.R.L., in estimated amount of RON 262,338,055.
Details have been enclosed to this Report, as follows:
- Annex 1 Reporting of transactions carried out during the period February 1 st – 29th , 2024;
- Annex 2 Reporting of contracts related to the transactions in Annex 1;
- Annex 3 Reporting of transactions concluded on March 29th, 2024 and of mutual debts and receivables balances as of February 29th , 2024.
The Company management declares that the management has assessed the reported transactions as being economically correct and justified.
Chairman of the Board of Directors Chief Executive Officer Marian Daniel Nastase Gheorghe Dobra
Annex 1 - Reporting of transactions carried out during the period February 1 st – 29th , 2024
Acquisitions
| Company | Related party | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year | Month | Name | Nature of relationship |
Name | Nature of relationship |
Nature of transaction |
Object of transaction | Amount (RON) | N.R.U. number/ Date of contract |
| 2024 | 2 | ALRO S.A | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Consultancy | 1,073,000 | 1226/15.11.2023 |
| 2024 | 2 | ALRO S.A | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Gas | 2,240,980 | 1312/15.12.2023 |
| 2024 | 2 | ALRO S.A | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Energy | 21,831,281 | 249/15.02.2024 |
| 2024 | 2 | ALRO S.A | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Energy | 258,259 | 59/15.01.2024 |
| 2024 | 2 | ALRO S.A | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Reinvoicing expenses | 16,513 | no contract |
| Total | 25,420,033 |
Sales
Company Related party
| Year | Month | Name | Nature of relationship |
VIMETCO MANAGEMENT ROMANIA SRL |
Nature of relationship |
Nature of transaction |
Object of transaction | Amount (RON) | N.R.U. number/ Date of contract |
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2 | ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Sales | Gas distribution | 17,497 | 58/15.01.2024 |
| 2024 | 2 | ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Sales | Reinvoicing services | 2,457 | no contract |
| Total | 19,954 |
Annex 2 - Reporting of the contracts related to the transactions included in the Annex 1;
Acquisition contracts
| Name | Nature of relationship |
Name | Nature of relationship |
Nature of transaction |
Object of transaction |
N.R.U number/ Date of contract |
Payment term |
|---|---|---|---|---|---|---|---|
| ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Consultancy | 1226/15.11.2023 | Maximum 5 days from the beginning of each month |
| ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Gas | 1312/15.12.2023 | Advance invoice will be paid in 5 working days from the invoice date th of the Regularization invoice will be paid on 25 month following the delivery month |
| ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Energy | 59/15.01.2024 | 3 days from the receipt invoice date |
| ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Acquisitions | Energy | 249/15.02.2024 | 3 days from the receipt invoice date |
Sales contracts
| Name | Nature of relationship |
Name | Nature of relationship |
Nature of transaction |
Object of transaction |
N.R.U number/ Date of contract |
Payment term |
|---|---|---|---|---|---|---|---|
| ALRO S.A. | Issuer | VIMETCO MANAGEMENT ROMANIA SRL |
Affiliated | Sales | Gas distribution | 58/15.01.2024 | 5 days from the invoice date |
Annex 3 - Reporting of transactions concluded on March 29th , 2024 and of mutual debts and receivables balances as of February 29th , 2024
| No. | Parties having concluded the legal document |
Nature of the relationship |
Date of conclusion and nature of the document |
Description of the legal document object |
Total value of the legal document (RON)* |
Mutual receivables and debts (RON) |
Penalties | Payment terms and conditions |
|---|---|---|---|---|---|---|---|---|
| 1. | ALRO S.A. (Buyer/Consumer) VIMETCO MANAGEMENT ROMANIA S.R.L. (Seller/Provider) |
Issuer Affiliated |
442/29.03.2024 Addendum no. 6 of the electricity supply contract no. 47/09.11.2023 |
The decrease in electricity quantity that will be supplied in the period 01.04.2024 – 30.04.2024 |
226,529,934 * |
Receivables ALRO S.A. 10,877,713 Debts ALRO S.A. 25,958,686 |
0.02% for each day of delay |
3 days from delivery date |
| 2. | ALRO S.A. (Consumer) VIMETCO MANAGEMENT ROMANIA S.R.L. (Provider) |
Issuer Affiliated |
441/29.03.2024 Addendum no. 3 of the gas supply contract no. 29/26.09.2023 |
Validity extension until 01.10.2024; establishment of consumption and price calculation method |
35,535,864 | Receivables ALRO S.A. 10,877,713 Debts ALRO S.A. 25,958,686 |
0.05% for each day of delay |
Advance invoice will be paid within 3 calendar days from the date of issuance; Regularization invoice will be paid in 5 working days from the date of issuance |
| 3. | ALRO S.A. (Operator) VIMETCO MANAGEMENT ROMANIA S.R.L. (User) |
Issuer Affiliated |
443/29.03.2024 Addendum no. 2 of the gaz distribution contract no. 30/26.09.2023 |
Validity extension until 01.10.2024 |
272,258 | Receivables ALRO S.A. 10,877,713 Debts ALRO S.A. 25,958,686 |
- | 5 days from the invoice date |
*this value was included in Current Report no. 15 from February 27th, 2024