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

As of the date of October 30^th 2015, the Alro S.A Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

·       Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Ioana Racoti;

·       Fondul Proprietatea, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·       AZT ”Viitorul Tau” Privately Managed Pension Fund Bucharest, holding shares representing 0.0191 % from the share capital, has voted by correspondence;

·       AZT VIVACE Voluntary Pension Fund Bucharest, holding shares representing 0.0085 % from the share capital, has voted by correspondence;

·       AZT MODERATO Voluntary Pension Fund Bucharest, holding shares representing 0.0052 % from the share capital, has voted by correspondence;

·       Popa George-Daniel, holding shares representing less than 0.0008 % from the share capital;

·       Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital; 

·       Stoian Constantin, holding shares representing less than 0.0001 % from the share capital;

·       Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;

·       Ioana Racoti, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Ordinary General Meeting hold shares amounting to 94.4345 % from the share capital.

The following decisions have been made:

1.     With a number of 674,053,808 votes in favour, amounting 99.9 % from the share capital represented for in the meeting and 138 refraining votes, all the votes being secretly expressed in the meeting, it is hereby appointed as a member of the Company’s Board of Directors Mr. Dobra Gheorghe, for a mandate valid from November 3^rd, 2015 until November 3^rd, 2019.

2.     With a number of 674,053,946 votes in favour, amounting 100 % from the share capital represented for in the meeting, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ resolutions.

3.     With a number of 674,053,946 votes in favour, amounting 100 % from the share capital represented for in the meeting, it is hereby approved the date of November 17, 2015, 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 of Law no. 297/2004 on Capital Market.

4.     With a number of 674,053,946 votes in favour, amounting 100 % from the share capital represented for in the meeting, it is hereby approved 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 (actually Financial Supervisory Authority).

As of the date of October 30^th 2015, the Alro S.A Extraordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

·       Vimetco NV, holding shares representing 84.1898 % from the share capital, represented by Ioana Racoti;

·       Fondul Proprietatea, holding shares representing 10.2111 % from the share capital, has voted by correspondence;

·       AZT ”Viitorul Tau” Privately Managed Pension Fund Bucharest, holding shares representing 0.0191 % from the share capital, has voted by correspondence;

·       AZT VIVACE Voluntary Pension Fund Bucharest, holding shares representing 0.0085 % from the share capital, has voted by correspondence;

·       AZT MODERATO Voluntary Pension Fund Bucharest, holding shares representing 0.0052 % from the share capital, has voted by correspondence;

·       Popa George-Daniel, holding shares representing less than 0.0008 % from the share capital;

·       Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital; 

·       Stoian Constantin, holding shares representing less than 0.0001 % from the share capital; 

·       Popescu Constantin, holding shares representing less than 0.0001 % from the share capital;

·       Ioana Racoti, holding shares representing less than 0.0001 % from the share capital.

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.4345 % from the share capital.

The following decisions have been made:

1.     With a number of 674,053,946 votes in favour, amounting 100 % from the share capital represented for in the meeting, it is hereby approved 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;

• 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, 5^th district, Romanian citizen, Personal Identification Number 1600520400171 - vice-chairman;

• Pavel Machitski – born in Irkutsk, Russian Federation, on January 4^th, 1983, identified with passport type P, no. 51 no. 5357255, issued on April 2nd, 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;

• 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.“

2.     With a number of 674,053,946 votes in favour, amounting 100 % from the share capital represented in the meeting, it is hereby approved 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.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved 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, 10^th, 2015.

4.     With a number of 674,053,946 votes in favour, amounting to 100 %  from the share capital represented in the meeting, it is hereby approved 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.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved 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, 10^th, 2015.

6.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved the authorization of the Company’s Board of Directors to negotiate and approve the final forms and to conclude the Revolving Facility and 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, 10^th, 2015 .

7.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved the revocation of point 3 of the decision of the Extraordinary General Shareholders’ Meeting no. 550/ July, 10^th, 2015.

8.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.

9.     With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved 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 of Law no. 297/2004 on Capital Market.

10.  With a number of 674,053,946 votes in favour, amounting to 100 % from the share capital represented in the meeting, it is hereby approved 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 (actually Financial Supervisory Authority).