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Current Report Later EGSM - October 31, 2023

Tue, 10/31/2023 - 12:44
As of the date of October 31, 2023, the Alro S.A. Extraordinary General Meeting of Shareholders took place.
 
It was attended by the following shareholders:
  • Vimetco PLC Cyprus, holding shares representing 54.1898 % from the share capital, has voted by correspondence;
  • Pavăl Holding SRL Bacău, holding shares representing 23.2117 % from the share capital, has voted by correspondence;
  • Fondul Proprietatea S.A. Bucharest, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
  • Fondul de Pensii Administrat Privat NN Pensii S.A.F. P.A.P. S.A., Bucharest, holding shares representing  4.4131 % from the share capital, has voted by correspondence;
  • Fondul de Pensii Administrat privat AZT Viitorul Tau, holding shares representing 3.0929 % from the share capital, has voted by correspondence;
  • Fond de Pensii Facultative NN Optim/NN Asigurari de Viata S.A. Bucharest, holding shares representing  0.2872  % from the share capital, has voted by correspondence;
  • Fond de Pensii Facultative NN Activ/NN Asigurari de Viata S.A. Bucharest, holding shares representing  0.2122 % from the share capital, has voted by correspondence;
  • Fondul de Pensii Facultative AZT Vivace, holding shares representing  0.0514 % from the share capital, has voted by correspondence;
  • Fondul de Pensii Facultative AZT Moderato, holding shares representing  0.0008  % from the share capital, has voted by correspondence;
  • Patlagica Constantin, holding shares representing  0.0004  % from the share capital, has voted by correspondence;
  • Dobra Gheorghe, 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.
 
The shareholders attending the Extraordinary General Meeting hold shares amounting to 95.67 % from the share capital.
 
The following decisions have been made: 
1. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the non-implementation of the transactions approved at points 1-3 of Decision no. 738 of the Extraordinary General Meeting of the Company's Shareholders of 19.09.2023, as a result of the change in the structure of the Company's financing/refinancing transaction following negotiations with the Company's lenders. 
2. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the granting by the Company of the following guarantees: 
(i) immovable mortgages on the key immovable assets of the Company (the “Immovable Mortgage Agreement”);
(ii) movable mortgages on the following movable assets held by the Company: (a) the current and future bank accounts opened by the Company, as well as all the amounts of money existing at any moment in these bank accounts, except for some excluded accounts as shall be agreed with the lenders; (b) the current and future movable assets, with an individual value higher than USD 10,000; (c) the Company's current and future stocks of raw materials and products; (d) the current and future receivable rights of the Company, resulting from its present and future contracts concluded in the ordinary course of performing the activity of its enterprise, except for some excluded receivables, as shall be agreed with the lenders; and (e) the rights related to the receivables from the insurance policies concluded by the Company in relation with the goods that are object of the movable mortgage agreement (the “Movable Mortgage Agreement”).
The Immovable Mortgage Agreement and the Movable Mortgage Agreement will be collectively referred to as "Mortgages". The Mortgages will guarantee the fulfillment by the Company of the additional obligations estimated by the parties in the amount of USD 30,000,000 consisting of interest, commissions and other costs resulting from the extension of the revolving credit facilities in the total amount of USD 150,000,000 from the credit facility agreement concluded on December 14, 2015 between the Company, as borrower, on the one hand, and a syndicate of banks, as lenders, on the other hand, as such agreement was or will be subsequently modified and reconfirmed (the "Credit Facility Agreement").
3. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the authorization of the Company’s Board of Directors to approve the almost final forms of all the documents related to the above transaction, including, if the case may be, any documentation regarding understandings between the creditors, including Black Sea Trade and Development Bank, as well as to empower the General Manager and the Financial Manager to negotiate and sign, in the name and on behalf of the Company such documents and any other documents, requests, notifications etc. related to the implementation of the above transaction, respecting the right of submandate of the General Manager and the Financial Director.  
4. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, 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. 
5. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 28 November 2023 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. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
6. By a number of 682,876,501 total votes expressed, accounting for 682,876,501 shares, respectively 95.67 % of the total share capital, out of which 682,876,501 votes in favour accounting for 100 % of the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the date of 27 November 2023 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.
 
         
President of the Board of Director                                                    General Manager
Marian Daniel Nastase                                                                     Gheorghe Dobra
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