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Current report after Alum's OGSM & EGSM 17.08.2023
Thu, 08/17/2023 - 18:18
I. On August 17th, 2023 took place the Ordinary General Meeting of Shareholders of Alum SA.
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;
- Zărnescu Petruța - Camelia, holding 39 shares, representing less than 0.00005% of the share capital;
The shareholders who were present in the General Ordinary Meeting (directly, represented by proxy or votes expressed by correspondence) hold shares amounting to 99.4027% of the share capital.
The meeting was conducted by Mr. Dobra Gheorghe, Chairman of ALUM’s Board of Directors.
The following decisions have been made:
1.
- By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as a member of the Company’s Board of Directors Mr. Dobra Gheorghe, [personal data], by extension of his mandate for a four-years mandate, valid from August 19th, 2023 until August 19th, 2027;
- By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as a member of the Company’s Board of Directors Mr. Higer Igor, [personal data], by extension of his mandate for a four-years mandate, valid from August 19th, 2023 until August 19th, 2027;
- By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as a member of the Company’s Board of Directors Mrs. Duralia Mihaela, [personal data], by extension of her mandate for a four-years mandate, valid from August 19th, 2023 until August 19th, 2027;
- By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as a member of the Company’s Board of Directors Mr. Cilianu Marin, [personal data], by extension of his mandate for a four-years mandate, valid from August 19th, 2023 until August 19th, 2027;
- By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as a member of the Company’s Board of Directors Mr. Popa Ioan, [personal data], by extension of his mandate for a four-years mandate, valid from August 19th, 2023 until August 19th, 2027.”
2. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being secretly expressed and being valid, it is hereby appointed as financial auditor for one year mandate, respectively from 19 August 2023 until 19 August 2024, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, Sector 1, no. 15-17 Ion Mihalache Boulevard, 21st floor, Bucharest Tower Center Building, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783.
3. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, 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’ General Ordinary Meeting.
4. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved to empower Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision.
5. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of 22nd September 2023 as registration date, for the opposability of the decisions of the Ordinary General Meeting of Shareholders, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
6. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of 21st September 2023 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.
II. On August 17th, 2023 took place the Extraordinary General Meeting of Shareholders of Alum SA.
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;
- Zărnescu Petruța - Camelia, holding 39 shares, representing less than 0.00005% of the share capital;
The shareholders who were present in the General Extraordinary Meeting (directly, represented by proxy or votes expressed by correspondence) hold shares amounting to 99.4027 % of the share capital.
The meeting was conducted by Mr. Dobra Gheorghe, Chairman of ALUM’s Board of Directors.
The following decisions have been made:
1. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the amendment of the art. 15 paragraph (5) from the Articles of Incorporation of the Company following to the appointment of the members of the Board of Directors, as follows:
“(5) The structure of the Board of Directors is the following:
Dobra Gheorghe, [personal data] - Chairman;
Higer Igor, [personal data] - Vice-Chairman;
Duralia Mihaela, [personal data] - Member;
Cilianu Marin, [personal data] - Member;
Popa Ioan, [personal data] - Member.”
2. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved to empower Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ decision, including for signing the Company’s Articles of Incorporation, as amended according to the decision taken by the Extraordinary General Meeting of Shareholders.
3. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of 22nd September 2023 as registration date, for the opposability of the decisions of the Extraordinary General Meeting of Shareholders, in accordance with the provisions of art. 87 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
4. By a number of 81,595,899 total votes expressed, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of 21st September 2023 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