Current report drafted according to the art. 226 of the Law no. 297/2004

Mon, 10/12/2015 - 22:01

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

Completion to the Summons of the Extraordinary General Shareholders’ Meeting of Alro S.A.

Taking into consideration:

- the request filed at Alro S.A. (hereinafter referred to as the “Company”) dated October 9, 2015, by the shareholders Vimetco N.V., a public limited liability company, incorporated under the Laws of The Netherlands, with the registered office in Prins Bernhardplein 200, 1097JB, Amsterdam, The Netherlands, registered with the Trade Registry nearby the Commerce Court from Amsterdam under the number 34169722, holder of 84.19 %, from the share capital of Alro S.A., by which requires the completion of the agenda of the Extraordinary General Shareholders’ Meeting of Alro, summoned for the date of October 30, 2015 or October31, 2015 (should the attendance quorum be not met at the first general meeting),

- publication of the summons of the Ordinary and Extraordinary General Shareholders’ Meetings of Alro, in the Romanian Official Gazette no. 5442 dated September29, 2015,

- the provisions of the art. 1171 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes,

By the Decision no. 1213 dated October 12, 2015, The Board of Directors of Alro S.A., 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, hereby completes the agenda of the Extraordinary General Meetingof the Shareholders from October 30, 2015, at 11,30 AM (first meeting)or October 31, 2015, at 11,30 AM (second meeting) with the following 5 (five) new points:

1. Approval of the conclusion by the Company, in capacity as borrower and security provider, of a revolving facilities agreement governed by English law with a maximum principal aggregate amount of up to USD 137,000,000 with a syndicate of banks, in capacity as creditors, and guaranteed by Vimetco NV in capacity as security provider for the purpose of, including but not limited to, refinancing a revolving facility with the outstanding value of USD 120,000,000concluded with the European Bank for Reconstruction and Development on August 5, 2010, as subsequently amended and of some other debts of the Company, as well as of any other documents related to the transaction (hereinafter referred to as the "Revolving Facility").The decision from this point is replacing point 1 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015
2. Approval of the conclusion by the Company, in capacity as borrower and security provider, of a credit agreement with a maximum principal aggregate amount of USD 60,000,000 with, among others, the Black Sea Trade and Development Bank, in capacity as creditor (hereinafter referred to, together with any other capex creditors, the "Capex Lenders") and guaranteed by Vimetco NV in capacity as security provider, by which the creditor shall make available to the Company a credit for investments expenses, as well as of any other documents related to the transaction (hereinafter referred to as the "Investments Facility").The decision from this point is replacing point 2 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015.
3. Approval of the granting by the Company of the following mortgages: (i) one or more immovable mortgages on the key immovable assets of the Company formed of plots of land, buildings, structures, constructions representing improvements of the plots of land, any other immovable properties and all the annexes, utilities, devices, assets and equipments that are immovable by destination, as shall be agreed with the creditors (hereinafter referred to as the "Immovable Mortgages"); (ii) movable mortgages on the following movable assets held by the Company (hereinafter referred to as the "Movable Mortgages"): (a) all current and future bank accounts opened by the Company, as well as all the amounts of money in their credit or by which such bank accounts are credited at a certain moment, that shall be agreed with the creditors; (b) all current and future movable assets of the Company, with an individual value higher than USD 10,000; (c) the Company's current and future stocks of raw materials and products; (d) all current and future receivable rights of the Company, except for the receivables which are subject to factoring agreements, as shall be agreed with the creditors; (e) mortgage on the total share package owned by the Company in the share capital of Conef S.A., (representing no less than 99.97209 % from the share capital of Conef S.A., owned by the Company at the present time) and (f) mortgage on the total share package, owned by the Company in the share capital of Alum S.A., (representing no less than 99.4026 % from the share capital of Alum S.A., owned by the Company at the present time); (iii) mortgages on the rights and receivables from the insurance policies covering the Company's assets and concluded in relation with the goods that are object of the guarantees created (herein the Immovable Mortgages and Movable Mortgages shall be jointly referred to herein as the “Mortgages”). The Mortgages shall secure the fulfillment by the Company of the following obligations: (i) all current and future obligations resulting from or in relation to the Revolving Facility; (ii) all current and future obligations resulting from or in relation to the Investments Facility.The decision from this point is replacing point 4 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015
4. Approval of the authorization of the Company’s Board of Directors to negotiate and approve the final forms and to conclude the Revolving Facility and the Investments Facility, the agreements by which the Mortgages shall be created, as well as all and any other documents related to the transactions above, either of which may also include negative pledge provisions, as well as to empower the General Manager and the Financial Manager to sign together such documents in the name and on behalf of the Company. The decision from this point is replacing point 5 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015
5. Revocation of point 3 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

After completion, the agenda of the Extraordinary General Meeting of the Shareholders is the following:

1.      Approval of the modification of art. 15 paragraph (5) of the Articles of Incorporation of the Company following the appointment of one member of the Board of Directors, as follows:

“(5)The structure of the Board of Directors is the following:

- Marian-Daniel Nastase– born in Bucharest, Romania, on May 13th, 1972, domiciled in Ilfov County, Voluntari City, no. 5 Drumul Potcoavei Street, Romanian citizen, Personal Identification Number 1720513470039 – Chairman;

- Serghei Gheorghe - born in Bratlav Nemirovo-Ukrain, on May 20, 1960, domiciled in Bucharest, no.18 Libertatii Street, block of flats no.104, entrance 2, apartment no. 31, 5th district, Romanian citizen, Personal Identification Number 1600520400171- vice-chairman;

- Pavel Machitski – born inIrkutsk, Russian Federation, on January 4th, 1983, identified with passport type P, no. 51 no. 5357255, issued on April 2nd, 2012 and valid until April 2nd, 2017, Russian citizen – member;

- Adrian Manaicu- born in Pitesti, on September 10,1964, domiciled in Bucharest, 5 Visana Street, building 43, entrance B, 2nd floor, apartment 54, 4th district, Romanian citizen, Personal Identification Number 1640910400202 – member;

- Artem Anikin- born on May 5, 1983, domiciled in Moscow, Zhivopisnaya Street, 13-1, 99, Russia, 123103, Russian citizen, identified with passport type P no. 721476976- member;

- Aleksandr Barabanov- born in Balashiha (Moscow region), on May 8, 1979, domiciled in Balashiha, Moscow region, 40 Let Pobedi Street, no.13, apartment 10, Russia, 143905, Russian citizen, identified with passport type P, no. 750548838- member;

♦♦♦.” (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders)

2.      Approval to empower the president of the Board of Directors for signing the Articles of Incorporation of the Company modified according to the resolution of the Extraordinary General Meeting of Shareholders and to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions

3.      Approval of the conclusion by the Company, in capacity as borrower and security provider, of a revolving facilities agreement governed by English law with a maximum principal aggregate amount of up to USD 137,000,000 with a syndicate of banks, in capacity as creditors, and guaranteed by Vimetco NV in capacity as security provider for the purpose of, including but not limited to, refinancing a revolving facility with the outstanding value of USD 120,000,000 concluded with the European Bank for Reconstruction and Development on August 5, 2010, as subsequently amended and of some other debts of the Company, as well as of any other documents related to the transaction (hereinafter referred to as the "Revolving Facility"). The decision from this point is replacing point 1 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

4.      Approval of the conclusion by the Company, in capacity as borrower and security provider, of a credit agreement with a maximum principal aggregate amount of USD 60,000,000 with, among others, the Black Sea Trade and Development Bank, in capacity as creditor (hereinafter referred to, together with any other capex creditors, the "Capex Lenders") and guaranteed by Vimetco NV in capacity as security provider, by which the creditor shall make available to the Company a credit for investments expenses, as well as of any other documents related to the transaction (hereinafter referred to as the "Investments Facility"). The decision from this point is replacing point 2 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

5.      Approval of the granting by the Company of the following mortgages: (i) one or more immovable mortgages on the key immovable assets of the Company formed of plots of land, buildings, structures, constructions representing improvements of the plots of land, any other immovable properties and all the annexes, utilities, devices, assets and equipments that are immovable by destination, as shall be agreed with the creditors (hereinafter referred to as the "Immovable Mortgages"); (ii) movable mortgages on the following movable assets held by the Company (hereinafter referred to as the "Movable Mortgages"): (a) all current and future bank accounts opened by the Company, as well as all the amounts of money in their credit or by which such bank accounts are credited at a certain moment, that shall be agreed with the creditors; (b) all current and future movable assets of the Company, with an individual value higher than USD 10,000; (c) the Company's current and future stocks of raw materials and products; (d) all current and future receivable rights of the Company, except for the receivables which are subject to factoring agreements, as shall be agreed with the creditors; (e) mortgage on the total share package owned by the Company in the share capital of Conef S.A., (representing no less than 99.97209 % from the share capital of Conef S.A., owned by the Company at the present time) and (f) mortgage on the total share package, owned by the Company in the share capital of Alum S.A., (representing no less than 99.4026 % from the share capital of Alum S.A., owned by the Company at the present time); (iii) mortgages on the rights and receivables from the insurance policies covering the Company's assets and concluded in relation with the goods that are object of the guarantees created (herein the Immovable Mortgages and Movable Mortgages shall be jointly referred to herein as the “Mortgages”). The Mortgages shall secure the fulfillment by the Company of the following obligations: (i) all current and future obligations resulting from or in relation to the Revolving Facility; (ii) all current and future obligations resulting from or in relation to the Investments Facility. The decision from this point is replacing point 4 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

6.      Approval of the authorization of the Company’s Board of Directors to negotiate and approve the final forms and to conclude the Revolving Facility and the Investments Facility, the agreements by which the Mortgages shall be created, as well as all and any other documents related to the transactions above, either of which may also include negative pledge provisions, as well as to empower the General Manager and the Financial Manager to sign together such documents in the name and on behalf of the Company. The decision from this point is replacing point 5 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

7.      Revocation of point 3 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10th, 2015

8.      Approval of the date of November 17, 2015 as registration date, for the opposability of all the decisions made by the Shareholder’s Extraordinary General Meeting,in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market

9.      Approval of the date of November 16, 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).

The agenda of the Ordinary General Meeting of the Shareholders as well as all the information preceding the Ordinary and Extraordinary General Meetings of the Shareholders remain unchanged.

The documents and information related to the new items of the agenda of the Extraordinary General Meeting of the Shareholders, as well as the draft decisions related to the new items on the agenda of the Extraordinary General Meeting of the Shareholders, the Correspondence vote forms and the proxy forms for representation of the shareholders in 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.

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