Current report before Alro's EGSM January 29, 2015

Wed, 12/17/2014 - 20:14

We hereby inform all persons who may be interested in the summoning of the Extraordinary General Shareholders Meeting of Alro S.A., as follows:

I. By Decision no. 1145 adopted on December 17, 2014, the Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of January 19, 2015, considered reference date, for the date of January 29, 2015, at 12,00 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania.

Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporation of the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Extraordinary General Meeting of the Shareholders is convened and set for the date of January 30, 2015, at 12,00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

II. Taking into consideration the Resolution of the Board of Directors no. 1151 dated December 17, 2014 on the approval of the extension of the credit and ancillary agreements, entered into by Company, as borrower, with Banca de Export-Import a Romaniei Eximbank S.A. (''Eximbank''), as lender, the agenda of the Extraordinary General Meeting of the Shareholders is the following:

1. Approval of the Company’s undertaking not to split/merge/decide early dissolution of the Company without Eximbank’s prior consent for the all duration of financing and guarantees issued in the name and on the account of the Romanian State by Eximbank

2. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolution

3. Approval of the date of February 20, 2015 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market

4. Approval of the date of February 19, 2015 as ex date in accordance with the provisions of art. 1292 of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority)

One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right to include new items on the agenda of the Extraordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the Extraordinary General Meeting) and to submit draft resolutions for items included or to be included on the agenda of the Extraordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than January 5, 2015.

The above mentioned rights of the shareholders shall be exercised only in writing.

III. The shareholders are entitled to ask questions related to items on the agenda above mentioned meeting; the answers to be published on the Company’s Internet website page www.alro.ro.

The questions shall be submitted or sent at the registered office of the Company in such way to be registered at the Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than January 21, 2015, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM JANUARY 29/30, 2015”.

IV. The registered shareholders at the reference date shall exercise the right to participate and vote in the Extraordinary General Meeting of the Shareholders personally, via correspondence or through a representative with special proxy.

V. In case the shareholders appoint representatives for participation and voting in the Extraordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

VI. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.alro.ro.

VII. Correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the registry of the Company not later than January 27, 2015, hours 10,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM JANUARY 29/30, 2015“.

VIII. The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VII of this Summons shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary General Meeting of the Shareholders.

IX. The special proxies filled in by the shareholders either in Romanian or in a widely used language in the international financial area, together with the copy of the identity document of the appointed representative, shall be submitted or sent in original, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company not later than January27, 2015, hours 10,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM JANUARY 29/30, 2015“.

The special proxies can also be sent by e-mail to the address cstoian@alro.ro following to be submitted or sent, in original, according to those above-mentioned.

X. The special proxies not received within the term provided under art. IX of this summons shall not be taken into account by the Company.

XI. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meeting of the Shareholders convened for January 29/30, 2015 personally, via correspondence or through a representative with special proxy.

XII. The documents and information related to the items of the agenda of the Extraordinary General Meeting of the Shareholders, as well as the draft decisions related to the items on the agenda, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Alro S.A. are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of December 29, 2014.

Any additional information may be obtained at phone no. 0249-434.302.