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

Tue, 12/18/2012 - 19:21

As of the date of December 18^th, 2012, the S.C. 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;
·        Proprietatea Fund, holding shares representing 10.2111 % from the share capital, has voted by correspondence;
·        Templeton Frontier Markets Fund, holding shares representing 0.0068 % from the share capital, has voted by correspondence;
·        S.C. Conef S.A., holding shares representing 3.7689 % from the share capital, represented by Ioana Racoti;
·        Gheorghe Dobra, holding shares representing less than 0.0001 % from the share capital;
·        Ioana Racoti, holding shares representing less than 0.0001 % from the share capital;
·        Marin Tudor, holding shares representing less than 0.0001 % from the share capital;
·        Maria Adriana Carmen Necsulescu, 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 98.1766 % from the share capital.

The following decisions have been made:

1. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the conclusion by the Company of an addendum to the EBRD Loan Agreement dated August 5, 2010 (the “Addendum to EBRD Loan Agreement”) by which, among others, the maturity date of the term facility is prolonged by 1 year and the maturity date of the revolving facility is prolonged by 2 years, as well as of any other documents related to the transaction.

2. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the conclusion by the Company, in capacity as debtor, of a credit agreement amounting to approximately USD 28,000,000 with Raiffeisen Bank International, Raiffeisen Bank S.A. Romania, BRD-Groupe Societe Generale S.A., UniCredit Bank Austria AG and UniCredit Tiriac Bank S.A. in capacity as creditors (the “New Credit Agreement”), whereby the creditors shall make available to the Company a credit for working capital, as well as of any other documents related to the transaction.

3. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the conclusion by the Company, in capacity as debtor, of a credit facility agreement amounting to approximately USD 11,000,000 with UniCredit Tiriac Bank S.A. in capacity as creditor (the “LG/LC Credit Facility Agreement”), whereby the creditors shall make available to the Company a credit for the issuances of letters of credit and letters of bank guarantee, as well as of any other documents related to the transaction.

4. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the granting by the Company of the following guarantees:

(i) immovable mortgages on the immovable assets of the Company formed of plots of land, buildings, structures and constructions representing improvements of the plots of land, as well as all the annexes, utilities, devices and equipment related to the plots of land and that are immovable by destination (Immovable Mortgages);

(ii) movable mortgages on the following movable assets held by the Company: (i) all current and

future bank accounts opened by the Company, as well as all the amounts of money in its credit or by which such bank accounts are credited at a certain moment, except for the bank accounts used in relation to the factoring agreements concluded by the Company, (ii) all current and future fixed assets, with a value higher than USD 10,000; (iii) the current and future stocks of raw matters and products; and (iv) all receivable rights of the Company resulted from the current and future agreements concluded with its clients and suppliers (Movable Mortgages).

(the Immovable Mortgages and Movable Mortgages shall be jointly referred to herein after the

Mortgages)

The Mortgages shall guarantee the fulfillment by the Company of the following obligations:

(i) all current and future obligations resulting from or in relation to the New Credit Agreement;

(ii) all current and future obligations resulting from or in relation to the LG/LC Credit Facility

Agreement;

(iii) all current and future additional obligations resulting from or in relation to the Addendum toEBRD Loan Agreement.

5. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the authorization of the Company’s Board of Directors to approve the final forms and to conclude the Addendum to the EBRD Loan Agreement, the New Credit Agreement, the LG/LC Credit Facility Agreement and the agreements by which the Mortgages shall be created, as well as all and any other documents related to the transactions above, as well as to empower the General Manager and the Financial Manager to sign such documents in the name and on behalf of the Company.

6. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the authorization of Mr Ion Constantinescu for the fulfillment of all necessary formalities for the registration of the resolution of the Extraordinary General Meeting of Shareholders.

7. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, approved the date of January 11, 2013 as date of registration of the shareholders, in accordance with the provisions of article 238 of Law no. 297/2004 regarding the capital market.

As of the date of December 18^th, 2012 the S.C. Alro S.A Ordinary General Meeting of Shareholders took place.

It was attended by the following shareholders:

The shareholders attending the Ordinary General Meeting hold shares amounting to 98.1766%fromthe share capital.

The following decisions have been made:

1. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, it is hereby approved the modification of the income and expenditure budget for 2012, in the version proposed by the Board of Directors, with the following main indicators:

- turnover: USD 581,919,454
- total revenues: USD 718,422,510
- total expenses: USD 680,512,226
- net profit: USD 31,886,609.

2. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, it is hereby approved the authorization of Mr Ion Constantinescu to fulfill all the formalities necessary for the registration of the resolution of the Ordinary General Meeting of Shareholders.

3. With a number of 700,765,460 amounting 100 % from the share capital represented for in the meeting, , it is hereby approved the date of January 11, 2013 as date of registration of the shareholders, in accordance with the provisions of article 238 of Law no.297/2004 regarding the capital market.

President of the Board of Director

Marian Daniel Nastase

General Manager

Gheorghe Dobra

PDF:

181212_Current Report_December_18_2012 doc.pdf