Current report after Alum GSM 27 April 2022

On April 27th, 2022 took place the Ordinary General Meeting of Shareholders of Alum S.A, in accordance with Regulation no. 5/2018 issued by the Financial Supervisory Authority regarding Issuers of financial instruments and market operations.

 

It was attended by the following shareholders:

- Alro SA, holding 81,595,860 shares, representing 99.4026% of the share capital, all the votes corresponding to the shares owned by this shareholder being exercised via correspondence;

- Stan Rodica, holding 40 shares, representing less than 0.00005% of the share capital;

- Răileanu Nicolae, holding 17,100 shares, representing 0.0208% of the share capital, all the votes corresponding to the shares owned by this shareholder being exercised via correspondence.

 

The shareholders who were present in the Ordinary General Meeting (directly, represented by proxy or votes expressed by correspondence) hold shares amounting to 99.4235% of the share capital. The meeting was conducted by Mr. Dobra Gheorghe, Chairman of Board of  Directors of ALUM SA.

 

The following decisions have been made:

1. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the financial statements for the year 2021 prepared in accordance with OMF no. 1802/2014, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2021, are approved, in the version recommended by the Board of Directors. 

The financial statements have the following main indicators: 

· Turnover: 809,498,972 ron 

· Operating profit:   59,017,657 ron 

· Current loss: (29,490,705) ron 

· Total assets: 573,712,881 ron 

· Total equity: 405,108,397 ron

2. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the unconsolidated and consolidated financial statements for the year 2021 prepared in accordance with IFRS, on the basis of the Directors‘ Report and Financial Auditor’s Report for year 2021 are approved in the version recommended by the Board of Directors.

The unconsolidated financial statements have the following main indicators: 

· Turnover:      808,622 kron 

· Operating loss:      (20,596) kron 

· Result before tax (loss):      (16,409) kron 

· The current result (loss):      (44,549) kron 

· Total assets:       581,402 kron 

· Total equity:      410,060 kron 

The consolidated financial statements have the following main indicators: 

· Turnover:      823,468 kron 

· Operating loss:       (7,266) kron 

· Result before tax (loss):       (4,861) kron 

· The current result (loss):     (38,850) kron 

· Total assets:      612,667 kron 

· Total equity:      413,285 kron

3. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all cast votes being secretly expressed and being valid, the discharge of liability for  of the directors Dobra Gheorghe, Cilianu Marin, Popa Ioan, Duralia Mihaela and Barabanov Aleksandr is approved.

4. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Annual Report for year 2021 prepared in accordance with the provisions of the Regulation no. 5/2018 of the Financial Supervisory Authority, is approved, in the version recommended by the Board of Directors.

5. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Income and Expenditures Budget for 2022 is approved in the version recommended by the Board of Directors, having the following main financial indicators:

· Turnover: 156,089,859 USD

· Total revenues: 158,280,995 USD

· Total expenses: 162,880,956 USD

6. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Investments Plan for 2022 is approved in the version recommended by the Board of Directors, forecasting achievements of investment in total amount of USD 6,062,000.

7. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Activity Program for 2022 is approved in the version recommended by the Board of Directors.

8. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, it is approved that the remuneration of the Board of Directors members in 2022 to be equal with the amount granted in the year 2021.

9. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, it is approved that the general limit of remunerations granted in 2022 to the Board of Directors members with special functions and to the managers to be equal with the amount granted in the year 2021.

10. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being secretly expressed and being valid, it is hereby appointed as financial auditor for a one year mandate from the audit contract expiring date, respective, from August 18, 2022 until August 18, 2023, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, no. 15-17, Ion Mihalache Boulevard, Bucharest Tower Center Building, 21st Floor, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783.

11. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, it is approved to authorize the General Manager and the Financial Manager of Alum S.A. Tulcea to sign the contract with the financial auditor appointed by the Shareholders’ Ordinary General Meeting.

12. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, it is hereby approved the mandate of Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision. 

13. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the date of May 26, 2022 is approved as registration date of shareholders, for the opposability of the decision of the Ordinary General Meeting of Shareholders, in accordance to the provisions of art. 87 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations. 

14. By a number of 81,613,000 total votes expressed, representing 81,613,000 shares, meaning 99.4235% of total share capital, out of which 81,613,000 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the date of May 25, 2022 is approved as ex date in accordance with the provisions of art. 187, point 11 from the Regulation 5/2018 regarding the issuers of the financial instruments and market operations, issued by the Financial Supervisory Authority.

 

Chairman of Board of Directors/ CEO                      CFO

                Gheorghe DOBRA                         Mihaela DURALIA