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SC ALBALACT SA
RESOLUTION NO. 1
of the Ordinary General Assembly of Shareholders (“OGAS”)
S.C. ALBALACT S.A. dated April 27 2011
The Ordinary General Assembly of Shareholders of S.C. Albalact, a joint-stock company, whose shares are
admitted for trading on Rasdaq market, operated by the Bucharest Stock Exchange, III-R category, having
its registered office in Oiejdea locality, Galda de Jos commune, DN 1 KM 392+600, Alba county, registered
with the Trade Register under no. J- 01/70/1991, tax identification number RO 1755369, with a subscribed
and paid up capital amounting to RON 65.270.886,70, divided into 652.708.867 dematerialized nominal
shares, each having a nominal value of RON 0,1 (“the Company”),
summoned by the convener published in the Romanian Official Journal, Part IV, issue 988 from 24.03.2011,
in Bursa newspaper issue 60 from 25.03.2011 and in Unirea newspaper from 25.03.2011,
according to the provisions of Law no. 31/1990 on trading companies, republished, of Law no. 297/2004
regarding the capital market, of the National Securities Commission Regulation no. 1/2006 on issuers and
operations with securities, of the National Securities Commission Regulation no. 6/2009 on exercising
certain shareholders rights within the general assemblies of companies and according to the provisions of
the Company’s Articles of Incorporation,
legally and statutory assembled and held on April 27th 2011, at 11:00, in Oiejdea, DN 1, km 392+600,
ALBA county, during the first convocation, in the presence of the shareholders representing 69,681% of the
share capital, has adopted the following
RESOLUTION:
1. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the Activity
report of the Board of Directors for the year 2010 is approved.
2. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the Financial
statements and their appendices for the financial year 2010 are approved.
3. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the Report of
the financial auditors regarding the audit and authentication of the financial statements for the year 2010 is
approved.
4. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the allocation
of the net profit to reserves for the financial year 2010 is approved.
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5. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the income
and expenditure budget and the activity plan for the year 2011 is approved.
The key indicators of the approved budget are:
Total revenues:
RON 340.500.000
Total expenditures:
RON 329.300.000
Gross profit:
RON 11.200.000
Net profit:
RON 9.000.000
6. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69,681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the date of
May 14th 2011 is approved as registration date, according to the provisions of art. 238 par. 1 of Law no.
297/2004 regarding the capital market.
7. With a number of 454.814.715 votes, validly expressed by the present or represented
shareholders, representing a number of 454.814.715 shares issued by the Company, respectively 69.681% of
the Company’s share capital, of which 454.814.715 votes for (100% of the voting rights of the present or
represented shareholders in the assembly), without any votes against and without abstentions, the
empowerment of the President of the Company’s Board of Directors to sign, in the name and on behalf of the
shareholders, the OGAS resolution and to fulfill all and any of the formalities required by the law for the
registration, enforcement and provision of opposability to third parties of the resolution adopted by OGAS is
approved. The President of the Board of Directors is entitled to delegate his mandate to other persons
regarding the performance of the above mentioned formalities.
This resolution was drafted and signed this, April 27th 2011, in five original counterparts, each
having two pages and benefiting from the same legal force.
President of the Board of Directors,
Ciurtin Petru Raul