Current report before Alro's GSM December 17/18 , 2018

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. 1434 dated November 13, 2018, 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 December 7, 2018, considered reference date, for the date of December 17, 2018, at 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 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 December 18, 2018, at 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 the entering by the Company into new credit facilities, by way of amendment and restatement agreement (“Amendment and Restatement Agreement”) to the Credit Facility Agreement with a value of USD 167,000,000 concluded as of December 14, 2015 by the Company, in capacity as borrower, on one hand, and  Raiffeisen Bank International AG, OTP Bank Romania S.A., Banca Transilvania S.A., Unicredit Bank S.A., Garanti Bank S.A., Banca Comerciala Intesa SanPaolo Romania S.A., Banca de Export Import a Romaniei (Eximbank) S.A., in capacity as initial creditors, (“Syndicate of banks”), on the other hand, (“Credit Facility Agreement”), as modified by the addendum dated November 16, 2017 by which, among others:

a) the facility shall be supplemented with a new non-revolving facility in value up to USD 20,000,000 for the purpose of covering the general needs and working capital of the Company;

b) the facility shall be supplemented with a new facility in value up to USD 50,000,000 for the purpose of financing, respectively of refinancing of the expenses with investments afferent to the Company’s investments’ program for 2018-2019,

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 amendment and restatement agreement shall have attached the restated form of the Credit Facility Agreement.

2. Approval of the conclusion 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 and 16 November 2017) 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 and movable assets accessory to immovable property, as shall be agreed with the creditors and the granting of the mortgages thereunder, (“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 and 16 November 2017) 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, that shall be agreed with the creditors; (ii) all current and future movable 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, 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, (“Movable Mortgage Agreement”) (the Immovable Mortgage Agreement and the Movable Mortgage Agreement shall be jointly referred to herein as the “Mortgage Agreements”), as well as any addendums deemed necessary as of the date of unfolding the general meeting, to the existing immovable and movable mortgage agreements dated 14 December 2015 and 16 November 2017 (the “Addendums to the Existing Mortgages), referring to the Credit Facility Agreement, for implementing the above transactions.

The 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.

3. 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, the Mortgage Agreements and the Addendums to the Existing Mortgages, 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.

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

5. Approval of the date of January 11, 2019 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

6. Approval of the date of January 10, 2019 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, not later than 15 days from the date this summons has been published, i.e. not later than December 3, 2018.

 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 above mentioned 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 December 7, 2018, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 17/18, 2018”.

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 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, 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 December 15, 2018, 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 DECEMBER 17/18, 2018“.

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 shallnot 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 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 in such way to be registered at the registry of the Company not later than December 15, 2018, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 17/18, 2018“.

The proxies can also be sent by e-mail to the address cstoian@alro.ro.

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 December 17/18, 2018 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 November 14, 2018.

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