Current report before Alro's GSM September 19/20, 2023

Thu, 08/17/2023 - 16:26

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

I. Further to its Resolution no. 1705 dated 17 August 2023, 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 Ordinary and Extraordinary General Meetings of Shareholders registered in the Shareholders’ Registry at the end of the day of 7th September 2023, considered reference date, for the date of 19 September 2023, starting with 09:00 AM and respectively starting with 09:30 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 Ordinary and Extraordinary General Meetings of the Shareholders are convened and set for the date of 20 September 2023, starting with 09:00 AM and respectively starting with 09:30 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

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

1. Approval of the revised Investments Plan for the year 2023.

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

3. Approval of the date of 19 October 2023 as registration date, for the opposability of all the decisions made by the Ordinary General Meeting of the Shareholder, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.

4. Approval of the date of 18 October 2023 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.

III. The agenda of the Extraordinary General Meeting of the Shareholders is the following:

1. Approval of the conclusion by the Company of an amendment (the “Amendment”) to the credit facilities agreement with a value of USD 235,123,000 concluded as of 14 December 2015 by the Company, in capacity as borrower, on one hand, and a syndicate of banks originally coordinated by Raiffeisen Bank International AG, in capacity as lenders, on the other hand, as modified further and reconfirmed (the “Existing Credit Facility Agreement”) by which, among others the law applicable to the term facility C from the Existing Credit Facility Agreement from English law to Romanian law is modified and approval of any other amendments necessary in order to integrate the term facility C of the Existing Credit Facility Agreement into the New Credit Facility Agreement, including, in any case of any subjective and objective novations and other changes in relation to the term facility with the due amount of USD 16,114,999.60 (the “Facility C”) .

2. Approval of the contracting by the Company, in capacity as borrower, of some revolving credit facilities with a value of USD 120,000,000 (the “Facility A”), respectively USD 30,000,000 (the “Facility B”), by concluding a credit facilities agreement with various credit and/or financial institutions coordinated by Exim Banca Romaneasca S.A., in capacity as lenders, in order, among others, to refinance same-value revolving loans under the Existing Credit Facility Agreement, and financing the working capital needs of the Company (the “New Credit Facility Agreement”). The New Credit Facility Agreement will contain the terms and conditions for unfolding of the Facility A, Facility B and Facility C.

3. Approval of creating by the Company, in favour of the financing parties of the New Credit Facility Agreement of the following guaranties:

(i) immovable mortgages on the key immovable assets of the Company located in Slatina, as shall be agreed with the financing parties by concluding a mortgage agreement (“Immovable Mortgage Agreement”); 

(ii) movable mortgages on the following movable assets held by the Company: (a) the current and future bank accounts opened by the Company, as well as all the existing amounts of money at any moment in these bank accounts, except for some excluded accounts as shall be agreed with the financing parties; (b) the current and future movable assets, with an individual value higher than USD 10,000; (c) the Company's current and future stocks of raw materials and products; (d) the current and future receivable rights of the Company, resulting from its present and future commercial contracts, except for some excluded receivables, as shall be agreed with the financing parties; and (e) the rights related to the receivables from the insurance policies held by the Company and concluded in relation with the goods that are object of the guarantees created by concluding a movable mortgage agreement (the “Movable Mortgage Agreement”).

4. In relation to the Credit Agreement concluded by and between the Company with Black Sea Trade and Development Bank („BSTDB”) on 22 June 2021 (“BSTDB Credit Agreement”):

(i) any act amending the BSTDB Credit Agreement to reflect, as the case may be and among others, various aspects related to or deriving from the conclusion by the Company of the Amendment and the New Credit Facility Agreement (the “Act Amending the BSTDB Credit Agreement”); and

(ii) as the case may be:

A. approval of the amendment of the mortgage agreements concluded on 1 July 2021 in in relation to the BSTDB Credit Agreement and the Act Amending the BSTDB Credit Agreement; or

B. approval of creating of some new immovable and movable mortgages having same object (with the exceptions agreed by the parties) as the Immovable Mortgage Agreement and the Movable Mortgage Agreement and that will secure the fulfilment by the Company of all present and future obligations arising out of or in connection with the BSTDB Credit Agreement and the Act Amending the BSTDB Credit Agreement  

(the agreements from A and B hereinafter referred to as the “BSTDB Mortgage Agreements” and any of them hereinafter referred to as “BSTDB Mortgage Agreement”).

5. Approval of the authorization of the Company’s Board of Directors to approve the almost final forms of the Amendment, New Credit Facility Agreement, Immovable Mortgage Agreement, Movable Mortgage Agreement, as the case may be, any Act Amending the BSTDB Credit Agreement and any of the BSTDB Mortgage Agreements, as well as any acts and documents related to Facility C, the New Credit Facility Agreement and BSTDB Credit Agreement, such as any understanding between the creditors of the New Credit Facility Agreement and the Facility C and, respectively BSTDB regarding the execution of the securities/mortgages or any amendment to the understanding between these creditors signed on 14 December 2015, as well as all and any other documents related to the transactions above which would require the approval of the Board of Directors including any letters related to the fees of the financing parties, as well as to empower the General Manager and the Financial Manager to negotiate, sign, perfect, amend, supplement, in the name and on behalf of the Company such documents and any other documents, requests, notifications, declarations, certificates, withdrawal requests, power-of-attorneys, registration forms etc. related to the implementation of the documents and the above transactions and in connection with the registration of any guaranties into the National Registry of Movable Property and to represent the Company in front of officers of National Registry of Movable Property and in front of the Cadastre and Land Registration Office, respecting the right of sub-mandate of the General Manager and the Financial Director.

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

7. Approval of the date of 19 October 2023 as registration date, for the opposability of all the decisions made by the Extraordinary General Meeting of the Shareholder, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.

8. Approval of the date of 18 October 2023 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. 

IV. One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, has/have the right:

(a) to include new items on the agenda of the General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the General Meetings) and 

(b) to submit draft resolutions for items included or to be included on the agenda of the two General Meetings of the Shareholders, 

within 15 days from the date this summons has been published, i.e. not later than 4th September 2023.

The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing.

V. The shareholders are entitled to ask questions related to items on the agenda of the above-mentioned general meetings; 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 11 September 2023, hours 3:00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM 19/20 SEPTEMBER 2023”.

VI. The registered shareholders at the reference date shall exercise the right to participate and vote in the Ordinary and Extraordinary General Meetings of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law.

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

VIII. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings 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.

IX. 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, or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to cstoian@alro.ro - with a read receipt request, 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 Registration Office of the Company/received at the e-mail address cstoian@alro.ro, as follows: 

- not later than 17 September 2023, hours 7:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 19/20 SEPTEMBER 2023”;

- not later than 17 September 2023, hours 7:30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 19/20 SEPTEMBER 2023”.

In case of the correspondence vote forms sent with incorporated extended electronic signature, Alro makes available to the senders the phone number +40 (0)249 431 901, interior 1291 for verification of the receiving of the e-mail containing the vote expressed. 

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

XI. The proxies for shareholders’ representation in the General Meetings, 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 copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to cstoian@alro.ro - with a read receipt request, in such way to be registered at the registry of the Company//received at the e-mail address cstoian@alro.ro as follows:

- not later than 17 September 2023, hours 7:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 19/20 SEPTEMBER 2023;

- not later than 17 September 2023, hours 7:30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 19/20 SEPTEMBER 2023.

In case of the proxies sent with incorporated extended electronic signature, Alro makes available to the senders the phone number +40 (0)249 431 901, interior 1291 for verification of the receiving of the e-mail containing the vote expressed. 

XII. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders convened for 19/20 September 2023 personally, via correspondence or through a representative with proxy.

XIII. The documents and information related to the items of the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the draft decisions related to the items on the agenda of the two General Meetings, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders 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 18 August 2023, starting with hours 4:00 pm.

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