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ALRO S.A. - ALR

EGSM resolutions - November, 09, 2017

Release Date: 11/9/2017 1:22:51 PM

IRIS Code: 87BFF

To: Financial Supervisory Authority

Bucharest Stock Exchange

 

Current report prepared in compliance with CNVM Regulation no. 1/2006 article 113 pct. A, par.c, with subsequent amendments and additions, and with the stipulation of Law no. 24/2017 article no. 122 pertaining to Issuers of Financial Instruments and Market Operations. 

Date of report: November, 09, 2017

Name of issuer: Alro S.A.

Headquarters: Slatina, 116 Pitesti Street, Olt County

Telephone/ fax number: +40 249 431 901 / +40 249 437 500

Sole registration number at the Trade Register Office: RO 1515374

Trade Register Number: J28/8/1991

The European Unique Identifier (EUID): ROONRCJ28/8/1991

Legal Entity Identifier (LEI): 5493008G6WSORM2JG98

Subscribed and paid-in share capital: 356,889,567.5 RON

Regulated market on which the issued shares are traded: Bucharest Stock Exchange-Standard Category (market symbol: ALR) 

 

I. As of the date of November 09, 2017, the Alro S.A. Extrordinary 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 SA Bucharest, holding shares representing 10.2111 % from the share capital, represented by Daniel Adrian Naftali;

·         Hanwha Eastern Europe Equity Fund-Master Fund-Korea, holding shares representing 0.0499 % from the share capital, has voted by correspondence;

·         KB EURO Convergence Fund-Korea, holding shares representing 0.0234 % from the share capital, has voted by correspondence;

·         Ionescu Emil Dragos, holding shares representing 0.0071 % from the share capital;

·         Popa George Daniel, holding shares representing 0.0042 % from the share capital;

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

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

·         Gheorghe Dobra, 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 94.4855 % from the share capital.

The following decisions have been made: 

1.      With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the conclusion by the Company of an addendum for modification and reconfirmation (“The Addendum for Modification and Reconfirmation”) to the Facility Credit Agreement with a value of USD 137,000,000 concluded as of December 14, 2015 by the Company, in capacity as borrower, on one hand, and Raiffeisen Bank International AG, OTP Bank Romania S.A., Banca Transilvania S.A., Unicredit Bank S.A., Garanti Bank S.A., Intesa SanPaolo Romania S.A., Eximbank S.A., in capacity as initial creditors, (“Syndicate of banks”), on the other hand, (“Credit Facility Agreement”), by which, among others:

 (a) the due date of the credit facility shall be prolonged until November 20, 2020;

(b) the facility shall be supplemented with a new credit line in value up to USD

   30,000,000 for the purpose of issuing Letters of Credit and Letters of Guarantee,

that shall have attached the up-dated form of the Credit Facility Agreement, as well as the approval of the conclusion by the Company of all any other documents related to the transaction as well as of the fee letters related to the transaction.

2.      With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the conclusion of some addendums to:

(a)    immovable mortgage agreement on the key immovable assets of the

Company, concluded as of December 14, 2015 between the Company and the Syndicate of banks (“Immovable Mortgage Agreement”) and

(b)   movable mortgage agreement on some movable assets held by the Company

and on the rights and receivables from the insurance policies concluded in relation with the Company’s goods that are object of the guarantees created, concluded as of December 14, 2015, between the Company and the Syndicate of banks (“Movable Mortgage Agreement”) (the Immovable Mortgage Agreement and the Movable Mortgage Agreement shall be jointly referred to herein as the “Mortgage Agreements”),

by which, among others, the due date of the guaranteed obligation shall be modified until November 20, 2020 and it is hereby confirmed the subsistence of the Mortgage Agreements following to the conclusion of the Addendum for Modification and Reconfirmation.

3.      With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the conclusion by the Company of some mortgage agreements on the assets that are object of the Mortgage Agreements, in order to guarantee the additional obligations resulted from the Addendum for Modification and Reconfirmation (“The Additional Mortgage Agreements”).

4.      With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the authorization of the Company’s Board of Directors:

(a)    to approve the final forms and to conclude the Addendum for Modification and Reconfirmation, the addendums to the Mortgage Agreements, the Additional Mortgage Agreements, as well as all and any other documents related to the transactions abovementioned, and

(b)   to empower the General Manager and the Financial Manager to sign together such documents in the name and on behalf of the Company. 

5.    With a number of 674,418,497 votes in favor, amounting 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.

6.    With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 5, 2017 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. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.

7.    With a number of 674,418,497 votes in favor, amounting 100 % from the share capital represented in the meeting, it is hereby approved the date of December 4, 2017 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). 

 

                  President of the Board of Director                                     General Manager

                           Marian Daniel Nastase                                               Gheorghe Dobra

 



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