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ALRO S.A. - ALR

Notice of ESGM November 9/10, 2017

Release Date: 10/6/2017 1:06:40 PM

IRIS Code: 88472

  

To:  Financial Supervisory Authority

        Bucharest Stock Exchange

 

Current report in compliance with the stipulations of article no. 122 from the Law no. 24/2017 regarding Issuers of financial instruments and market operations 

Date of report: October 6, 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): 5493008G6W6SORM2JG98

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

Regulated market on which the issued shares are traded: Bucharest Stock Exchange

 

We hereby inform all persons who may be interested in the summoning of the Extraordinary General Shareholders Meeting of Alro S.A., as follows: 

I.       Further to its Resolution no. 1347 dated October 6, 2017, The Board of Directors of Alro S.A. (hereinafter referred to as the “Company”), with registered office in Slatina, 116 Pitesti Street, Olt County, Romania, registered with the Trade Registry under no. J28/8/1991, Sole Registration Code RO1515374, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary General Meeting of Shareholders registered in the Shareholders’ Registry at the end of the day of October 30, 2017, considered reference date, for the date of November 9, 2017, at 11,00 AM at the registered office of the Company in Slatina, 116 Pitesti Street, Olt County, Romania. 

Should, on the above-mentioned date, the attendance quorum provided by the Articles of Incorporation of the Company be not met, according to art. 118 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, the second Extraordinary General Meeting of the Shareholders is convened and set for the date November 10, 2017, at 11,00 at the Company’s registered office in Slatina, 116 Pitesti Street, Olt County, Romania. 

II.    The agenda of the Extraordinary General Meeting of the Shareholders is the following: 

1.      Approval of 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.      Approval of 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.      Approval of 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.      Approval of 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 above-mentioned, 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.      Approval to empower Mr. Ion Constantinescu to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ resolutions.

6.      Approval of 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.      Approval of 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). 

III. One or more shareholders, holding, individually or together, at least 5% from the share capital of the Company, registered at the reference date, has/have the right:

(a)     to include new items on the agenda of the Extraordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft resolution in order to be adopted in the Extraordinary General Meeting) and

(b)     to submit draft resolutions for items included or to be included on the agenda of the Extraordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than October 25, 2017.

      The shareholders rights mentioned at points (a) and (b) shall be exercised only in writing. 

IV.    The shareholders are entitled to ask questions related to items on the agenda of the above mentioned general meeting; the answers to be published on the Company’s Internet website page www.alro.ro.

The questions shall be submitted or sent at the registered office of the Company in such way to be registered at the Registration Office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, not later than November 1st, 2017, hours 3,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 9/10, 2017”. 

V.       The registered shareholders at the reference date shall exercise the right to participate and vote in the Extraordinary General Meeting of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law. 

VI.    In case the shareholders appoint representatives for participation and voting in the Extraordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing. 

VII. The bulletin forms for vote via correspondence and the special proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.alro.ro. 

VIII. Correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the Registration Office of the Company not later than November 7, 2017, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 9/10, 2017“. 

IX.    The correspondence vote forms which shall not have been received in the form and within the term provided for under art. VIII of this Summons shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary General Meeting of the Shareholders. 

X.       The proxies for shareholders’ representation in the General Meeting, filled in by the shareholders  either in Romanian or in a widely used language in the international financial area, together with  the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company not later than November 7, 2017, hours 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM NOVEMBER 9/10, 2017”;

        The proxies can also be sent by e-mail to the address cstoian@alro.ro. 

XI.       Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meeting of the Shareholders convened for November 9/10, 2017, personally, via correspondence or through a representative with proxy. 

XII.  The documents and information related to the items of the agenda of the Extraordinary General Meeting of the Shareholders, as well as the draft decisions related to the items on the agenda, the Correspondence vote forms and the proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by Alro’s shareholders are made available for the shareholders at the registered office of the Company from Slatina, 116 Pitesti Street, Olt County, Romania, and are posted on the website of the Company www.alro.ro starting from the date of October 9, 2017. 

Any additional information may be obtained at phone no. 0249-434.302. 

 

Marian-Daniel Nastase                                           Gheorghe Dobra, Ph.D.

Chairman of the Board of Directors                                      General Manager           

 

 



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