Current report before Alro's E GSM November 10/11, 2020

 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.     Further to its Resolution no. 1555 dated October 6, 2020, 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 October 30, 2020, considered reference date, for the date of November 10, 2020, starting with 11:00 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 November 11, 2020, starting with 11:00 AM at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania.

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

1.     Approval of concluding by the Company of an amendment and restatement agreement (“Amendment and Restatement Agreement”) to the Credit Facility 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 coordinated by Raiffeisen Bank International AG (“Syndicate of Banks”), on the other hand, as modified further as of 6 November 2017, 16 November 2017, 11 January 2019 and 26 February 2020  (“Credit Facility Agreement”) by which, among others:

a)     the maturity of the credit line in value up to USD 120,000,000 is prolonged until 20 November 2023;

b)     the maturity of the credit line used for issuing Letters of Credit and Guarantee Letters  with a value of USD 30,000,000 is prolonged until 29 February 2024;

c)     the composition of the Syndicate of Banks to be coordinated by Banca de Export-Import a Romaniei SA (Eximbank) is modified (“the New Syndicate of Banks”);

that shall have attached the updated form of the Credit Facility Agreement as well as the approval of the conclusion by the Company of all any other documents related to the transaction as well as of the fee letters related to the transaction. The above mentioned amendments may by reflected either in the Amendment and Restatement Agreement or in another document for amending the Credit Facility Agreement. 

2.     Approval of the conclusion with the New Syndicate of Banks of the following: (a) an immovable mortgage agreement on the key immovable assets of the Company (which are also mortgaged under the immovable mortgage agreements dated 14 December 2015, 16 November 2017 and 11 January 2019) formed, among others, 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 equipment that are immovable by destination and movable assets accessory to immovable property, as shall be agreed with the creditors and the granting of the mortgages thereunder, (“the Additional Immovable Mortgage Agreement”) and (b) a movable mortgage agreement on some movable assets held by the Company (which are also mortgaged under the movable mortgage agreements dated 14 December 2015, 16 November 2017 and 11 January 2019) such as (i) 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, with the exceptions that shall be agreed with the creditors; (ii) all current and future fixed assets of the Company, with an individual value higher than USD 10,000; (iii) the Company's current and future stocks of raw materials and products; (iv) all current and future receivable rights of the Company, except for the receivables which are subject to factoring agreements, and other exceptions, as shall be agreed with the creditors and on the rights and receivables from the insurance policies concluded in relation with the Company’s goods that are object of the guarantees created and the granting of the mortgages thereunder, (“Additional Movable Mortgage Agreement”) (the Additional Immovable Mortgage Agreement and the Additional Movable Mortgage Agreement shall be jointly referred to herein as the “Additional Mortgage Agreements”). The Additional Mortgage Agreements shall secure the fulfillment by the Company of the all current and future obligations resulting from or in relation to the Amendment and Restatement Agreement. Also, the Additional Mortgage Agreements shall secure the fulfilment by the Company of all the present and future obligations resulting from or in relation with any subsequent amendments of reference rate/rates (e.g. the replacement of LIBOR with SOFR) established for calculating the interest due under the Credit Facility Agreement, as such amendments may be reflected in some addendums to the Credit Facility Agreement or other subsequent additional documents (“Amendments of the Reference Rates”).

3.     Approval of the conclusion of any necessary addendums to the existing movable and immovable mortgage agreements dated 14 December 2015, 16 November 2017 and 11 January 2019 having the same object as the Additional Mortgage Agreements, by which, among others, the maturity of the guaranteed obligations to 20 November 2023, respectively 29 February 2024 is modified and the subsistence of the Mortgage Agreements is confirmed following of the conclusion of the Amendment and Restatement Agreement (the “Addendums to the Existing Mortgages), for implementing the above transactions, as well as the subsistence of the Mortgage Agreements following any Amendments of the Reference Rates.

4.     Approval of the authorization of the Company’s Board of Directors: (a) to approve the final forms and to conclude the Amendment and Restatement Agreement or any other amendments to the Credit Facility Agreement, the Addendums to the Existing Mortgages, the Additional Mortgage Agreements, as well as all and any other documents related to the transactions above mentioned, and (b) to empower the General Manager and the Financial Manager to sign together such documents in the name and on behalf of the Company.

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

6.     Approval of the date of November 27, 2020 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations. 

7.     Approval of the date of November 26, 2020 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.      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 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 General Meeting) and

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

within 15 days from the date this summons has been published, i.e. not later than October 23, 2020.

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

IV.    The shareholders are entitled to ask questions related to items on the agenda of the General 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 November 2^nd, 2020, hours 3:00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 10/11, 2020”. 

V.      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/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.

VI.    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.

VII.    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, that must be used in case of voting by representative with special proxy, are made available at the registered office of the Company, as well as on the website of the Company www.alro.ro.

VIII. 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, not later than November 8, 2020, hours 9:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 10/11, 2020“.

In case of the correspondence vote forms sent with incorporated extended electronic, 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.

IX.    The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VIII 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 Extraordinary General Meeting of the Shareholders.

X.      The proxies for shareholders’ representation in the General Meeting, filled in by the shareholders  either in Romanian or in English, together with  the copy of the identity document of the appointed representative, shall be submitted or sent in copy, 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 - containing the remark of true copy of the original under the representative’s signature, in such way to be registered at the registry of the Company/ received at the e-mail address cstoian@alro.ro,  not later than November 8, 2020, hours 9:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 10/11, 2020“.

In case of the proxies sent with incorporated extended electronic, 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.

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 November 10/11, 2020 personally, via correspondence or through a representative with 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 of the General Meeting, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders, all the other information mentioned at article 188 paragraphs (1)-(3) from Regulation 5/2018 on issuers of financial instruments and market operations, 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 October 7, 2020. 

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