En
Ro
Current report before Alro's EGSM July 2015
Mon, 06/08/2015 - 16:14I. Further to its Resolution no. 1186 datedJune 8, 2015, 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 July 1st, 2015, considered reference date, for the date of July 10, 2015, at 09,00 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 Incorporationof 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 setfor the date of July 11, 2015, at 09,00 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 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 120,000,000 with a syndicate of banks, in capacity as creditors, and Vimetco NV in capacity as guarantor and security provider for the purpose of, including but not limited to, refinancing a revolving facility with the same outstanding value concluded with the European Bank for Reconstruction and Development on August 5, 2010, as subsequently amended, as well as of any other documents related to the transaction (hereinafter referred to as the "Revolving Facility")
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") 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")
3. Approval of the conclusion by the Company, in capacity as borrower and security provider, of a term facility agreement with a maximum principal aggregate amount of USD 27,200,000 with Raiffeisen Bank Romania SA, in capacity as creditor, and Vimetco NV as security provider by which the creditor shall make available to the Company a credit facility for the purpose of, among other, financing or refinancing of some debts, as well as of any other documents related to the transaction (hereinafter referred to as the "Refinancing Facility")
4. 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; and (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; (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; also, for securing the Refinancing Facility, will be created mortgages on the current and future bank accounts opened by the Company, as well as on 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 Raiffeisen Bank Romania SA
5. Approval of the authorization of the Company’s Board of Directors to negotiate and approve the final forms and to conclude the Revolving Facility, Investments Facility and Refinancing 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
6. Approval of the Company’s undertaking not to split/merge/decide early dissolution of the Company without Eximbank’s prior consent for the entire duration of any financing and guarantees issued in the name and on the account of the Romanian State by Eximbank
7. Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions
8. Approval of the date of July 28, 2015 as registration date in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market
9. Approval of the date of July 27, 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 June 25, 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 above mentioned agenda; 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 July 2, 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 JULY 10/11, 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/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 14 of Law 297/2004 on the capital market, or to an attorney-at-law.
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 Englishshall 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 Registration Office of the Company not later than July 8, 2015, hours 7,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM JULY 10/11, 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 shallnot 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 proxies for shareholders’ representation in the General Meeting, 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 in such way to be registered at the registry of the Company not later than July 8, 2015, hours 7,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM JULY 10/11, 2015“.
The proxies can also be sent by e-mail to the address cstoian@alro.ro.
X. 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 July 10/11, 2015 personally, via correspondence or through a representative with proxy.
XI. 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 June 9, 2015.
Any additional information may be obtained at phone no. 0249-434.302.
Marian-Daniel Năstase Gheorghe Dobra, Ph.D.
Chairman of the Board of Directors General Manager
