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

Fri, 07/10/2015 - 19:45

As of the date of July 10th 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, represented by Daniel Naftali;

·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;

·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; 

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

The shareholders attending the Extraordinary General Meeting hold shares amounting to 94.4337 % from the share capital.

The following decisions have been made:

1. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for 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 120,000,000 with a syndicate of banks, in capacity as creditors, and Vimetco NV in capacity as guarantor and security provider for the purpose of, including but not limited to, refinancing a revolving facility with the same outstanding value concluded with the European Bank for Reconstruction and Development on August 5, 2010, as subsequently amended, as well as of any other documents related to the transaction (hereinafter referred to as the "Revolving Facility").

2. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for 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") 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").

3. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the conclusion by the Company, in capacity as borrower and security provider, of a term facility agreement with a maximum principal aggregate amount of USD 27,200,000 with Raiffeisen Bank Romania SA, in capacity as creditor, and Vimetco NV as security provider by which the creditor shall make available to the Company a credit facility for the purpose of, among others, financing or refinancing of some debts, as well as of any other documents related to the transaction (hereinafter referred to as the "Refinancing Facility").

4. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the granting by the Company of the following mortgages: (i) one or more immovable mortgages on the key immovable assets of the Company consisting 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; and (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; (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; also, for securing the Refinancing Facility, mortgages will be created on the current and future bank accounts opened by the Company, as well as on 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 Raiffeisen Bank Romania SA .

5. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for 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, Investments Facility and Refinancing 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 .

6. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the Company’s undertaking not to split/merge/decide early dissolution of the Company without Eximbank’s prior consent for the entire duration of any financing and guarantees issued in the name and on the account of the Romanian State by Eximbank.

7. By a number of 674,047,874 votes in favour, amounting to 100 % of 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 Extraordinary General Meeting of Shareholders’ resolutions.

8. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of July 28, 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.

9. By a number of 674,047,874 votes in favour, amounting to 100 % of the share capital represented for in the meeting, it is hereby approved the date of July 27, 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 C.N.V.M. (currently A.S.F. - Financial Supervisory Authority).

 

Marian-Daniel NĂSTASE Gheorghe DOBRA
Chairman of the Board of Directors Chief Executive Officer