Current report in compliance with the stipulations of article no. 226 of the Capital Markets Law no. 297/2004

Thu, 10/13/2016 - 16:30

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. 1279 datedOctober 13, 2016, 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 November 4^th, 2016, considered reference date, for the date of November 16, 2016, at 11,00 AM and respectively at 11,30 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 Incorporationof 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 the second Extraordinary General Meetings of the Shareholders are convened and setfor the date of November 17, 2016, at 11,00 and respectively at 11,30 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. Appointment of one member of the Board of Directors, following to the expiry of the mandate of Mr. Serghei Gheorghe

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

3. Approval of the date of December 6^th, 2016 as registration date, for the opposability of all the decisions made by the Shareholder’s Ordinary General Meeting,in accordance with the provisions of art. 238 in Law no. 297/2004 on Capital Market

4. Approval of the date of December 5^th, 2016 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)

III.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 13^th, 1972, domiciled in Ilfov County, Voluntari City, no. 5 Drumul Potcoavei Street, Romanian citizen, Personal Identification Number 1720513470039 – Chairman;
Dobra Gheorghe– born in Oinacu, Branistea village, Giurgiu county, Romania, on February 2, 1959, domiciled in Slatina, no 40 Panselelor street, Olt county, Romanian citizen, Personal Identification Number 1590225284389 – member
Pavel Machitski – born inIrkutsk, Russian Federation, on January 4^th, 1983, identified with passport type P, no. 51 no. 5357255, issued on April 2^nd, 2012 and valid until April 2^nd, 2017, Russian citizen – member;
Adrian Manaicu- born in Pitesti, on September 10,1964, domiciled in Bucharest, 5 Visana Street, building 43, entrance B, 2^nd floor, apartment 54, 4^th 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 date of December 6^th, 2016 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

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 Ordinary and Extraordinary 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 Ordinary and Extraordinary General Meetings) and to submit draft resolutions for items included or to be included on the agenda of the Ordinary and Extraordinary General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than October 31, 2016.

The above mentioned rights of the shareholders shall be exercised only in writing.

IV. The shareholders are entitled to ask questions related to items on the agenda of the two 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 November 8^th, 2016, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND/OR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016”.

V. 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 14 of Law 297/2004 on the capital market, or to an attorney-at-law.

VI. 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.

VII. 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.

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 as follows:

- not later than November 14, 2016, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016“; In case of correspondence voting forms for secret vote, the correspondence voting forms shall be enclosed in a distinct envelope on which it shall be mentioned: “SECRET VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016”;

- not later than November 14, 2016, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016“.

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 is established and when the votes are counted in the Ordinary and Extraordinary General Meetings 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 as follows:

- not later than November 14, 2016, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016 “;

- not later than November 14, 2016, hours 9,30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 16/17, 2016“.

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 Ordinary and Extraordinary General Meetings of the Shareholders convened for November 16/17, 2016 personally, via correspondence or through a representative with proxy.

XII. The nominations for the director position may be deposited until November 7^th, 2016 and will include at least information regarding name, hometown and professional skills of the persons nominated for the director position.

The nominations for the director position will be posted at the Company’s website starting from the date of their registration at the Company. The Company will draft the list containing the name, hometown and professional skills of the persons nominated for the director position and will make it available for the shareholders, at the Company’s registered office or on its website and can be consulted or amended by the shareholders.

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, 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 October 16, 2016.

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

Marian-Daniel Nastase Gheorghe Dobra, Ph.D.

Chairman of the Board of Directors General Manager