Current report after GSM Alum 31.03.2025

I. On March 31, 2025 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;

⦁ Crețu Nicoleta, holding 40 shares, representing less than 0.00005% of the share capital;

 

The shareholders who were present in the Ordinary General 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 Mrs. Duralia Mihaela, member of Board of Directors and empowered person by the Alum’s Chairman of 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 Mrs. Năstase Genoveva, [personal data], for a mandate valid 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 a member of the Company’s Board of Directors Mr. Pop Răzvan-Sebastian, [personal data], for a mandate valid until August 19th, 2027;

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 to empower Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision.

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 30 April 2025 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.

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 29 April 2025 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 March 31, 2025 took place the Extraordinary 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;

⦁ Crețu Nicoleta, holding 40 shares, representing less than 0.00005% of the share capital;

 

The shareholders who were present in the Extraordinary General 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 Mrs. Duralia Mihaela, member of Board of Directors and empowered person by the Alum’s Chairman of 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 Articles of Incorporation in the way of deleting the word “commercial” from the term “commercial company”.

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 the amendment of the art. 6 paragraph (2) of the Articles of Incorporation following the re-codification NACE Rev. 3 and the regulation in force, as follows:

“(2) The secondary object of activity of the company is specified as follows:

⦁ Extractions of iron ores (NACE code 0710)

⦁ Extraction of other non-ferrous metal ores (NACE code 0729)

⦁ Service activities related to ore extraction (NACE code 0990)

⦁ Manufacturing other food products n.o.c. (NACE code 1089)

⦁ Manufacture of technical and industrial textile articles, except apparel (NACE code 1396)

⦁ Manufacturing work textile articles (NACE code 1423)

⦁ Wood processing and finishing (NACE code 1612)

⦁ Manufacturing carpentry and joinery elements for constructions (NACE code 1623)

⦁ Manufacturing wood packing materials (NACE code 1624)

⦁ Wood finishing articles (NACE code 1627)

⦁ Other printing activities n.o.c. (NACE code 1812)

⦁ Manufacturing other basic inorganic chemical products (NACE code 2013)

⦁ Production of ferrous metals in primary forms and ferroalloys (NACE code 2410)

⦁ Production of other non-ferrous metals (NACE code 2445)

⦁ Manufacture of metal constructions and component parts of metal structures (NACE code 2511)

⦁ Metal coating (NACE code 2551)

⦁ Thermal metal treatments (NACE code 2552)

⦁ General mechanical operations (NACE code 2553)

⦁ Manufacture of electric motors, generators and transformers (NACE code 2711)

⦁ Repair and maintenance of items made of metal (NACE code 3311)

⦁ Car maintenance and repair (NACE code 3312)

⦁ Repair of electronic and optical equipment (NACE code 3313)

⦁ Repair and maintenance of electrical equipment (NACE code 3314)

⦁ Repair and maintenance of ships and boats (NACE code 3315)

⦁ Repair and maintenance of other civil transport equipment n.o.c. (NACE code 3317)

⦁ Repair and maintenance of other equipment (NACE code 3319)

⦁ Installation of industrial machinery and equipment (NACE code 3320)

⦁ Electricity production from renewable sources (NACE code 3511)

⦁ Electricity production from non-renewable sources (NACE code 3512)

⦁ Electricity transmission (NACE code 3513)

⦁ Electricity distribution (NACE code 3514)

⦁ Electricity trading (NACE code 3515)

⦁ Electricity storage (NACE code 3516)

⦁ Commercialization of gaseous fuels through pipelines (NACE code 3523)

⦁ Gas storage as part of supply services (NACE code 3524)

⦁ Steam and air conditioning supply (NACE code 3530)

⦁ Activities of agents and brokers in the field of electricity and natural gas (NACE code 3540)

⦁ Water collection, treatment and distribution (NACE code 3600)

⦁ Wastewater collection and treatment (NACE code 3700)

⦁ Non-hazardous waste collection (NACE code 3811)

⦁ Hazardous waste collection (NACE code 3812)

⦁ Recovery of recyclable materials (NACE code 3821)

⦁ Other activities of waste treatments (NACE code 3823)

⦁ Other activities of waste disposal (NACE code 3833)

⦁ Decontamination activities and services (NACE code 3900)

⦁ Construction works of residential and non-residential buildings (NACE code 4100)

⦁ Road and highway construction works (NACE code 4211)

⦁ Construction works for utility projects for fluids (NACE code 4221)

⦁ Construction works of utility projects for electricity and telecommunications (NACE code 4222)

⦁ Construction works for other engineering projects n.o.c. (NACE code 4299)

⦁ Building demolition works (NACE code 4311)

⦁ Land preparation works (NACE code 4312)

⦁ Electrical installation works (NACE code 4321)

⦁ Plumbing, heating and air conditioning works (NACE code 4322)

⦁ Insulation works (NACE code 4323)

⦁ Other construction installation works (NACE code 4324)

⦁ Carpentry and joinery works (NACE code 4332)

⦁ Flooring and wall cladding works (NACE code 4333)

⦁ Painting, decorating and window installation works (NACE code 4334)

⦁ Other finishing works (NACE code 4335)

⦁ Roofing, framing and terrace work in construction (NACE code 4341)

⦁ Other special building construction works (NACE code 4342)

⦁ Special construction works for civil engineering projects (NACE code 4350)

⦁ Masonry activities (NACE code 4391)

⦁ Other special construction works n.o.c. (NACE code 4399)

⦁ Mediation in the trade with fuels, ores and industrial chemical products (NACE code 4612)

⦁ Mediation in the trade with miscellaneous products (NACE code 4619)

⦁ Wholesale trade of computer equipment and telecommunications (NACE code 4650)

⦁ Wholesale trade of machines-tools (NACE code 4662)

⦁ Wholesale trade of machines for the mining industry and constructions (NACE code 4663)

⦁ Wholesale trade of solid, liquid and gas fuels and by-products (NACE code 4681)

⦁ Wholesale trade of metallic metals and ores (NACE code 4682)

⦁ Wholesale trade of wooden and construction materials and sanitary equipment (NACE code 4683)

⦁ Wholesale trade of ironwork equipment and veneer for sanitary and heating installations (NACE code 4684)

⦁ Wholesale trade of chemical products (NACE code 4685)

⦁ Wholesale trade of other intermediary products (NACE code 4686)

⦁ Wholesale trade of wastes and debris (NACE code 4687)

⦁ Unspecialized wholesale trade (NACE code 4690)

⦁ Unspecialized retail trade, on selling predominant non-food products (NACE code 4712)

⦁ Retail trade of computer equipment and telecommunications (NACE code 4740)

⦁ Retail trade of hardware items, construction materials, glass and painting items (NACE code 4752)

⦁ Retail trade of parts and accessories of motor vehicles (NACE code 4782)

⦁ Transportation of merchandise by road (NACE code 4941)

⦁ Transportation by pipes (NACE code 4950)

⦁ Storage (NACE code 5210)

⦁ Other activities related to water transportation (NACE code 5222)

⦁ Handling (NACE code 5224)

⦁ Logistic services activities for transportation (NACE code 5225)

⦁ Other activities related to transportation (NACE code 5226)

⦁ Intermediation activities for merchandise transport (NACE code 5231)

⦁ Other accommodation services (NACE code 5590)

⦁ Other food services n.o.c. (NACE code 5622)

⦁ Activities for book publishing (NACE code 5811)

⦁ Other publishing activities (NACE code 5819)

⦁ Activities for cable network, wireless or satellite telecommunication (NACE code 6110)

⦁ Activities of reselling telecommunication services and telecommunication intermediation services (NACE code 6120)

⦁ Activities for information technology consulting and management (administration and operation) of computing sources (NACE code 6220)

⦁ Other information technology service activities (NACE code 6290)

⦁ Data processing, website administration and related activities (NACE code 6310)

⦁ Sale and purchase of own real estate goods (NACE code 6811)

⦁ Real estate development (promotion) (NACE code 6812)

⦁ Renting and sub-renting own or rented real estate goods (NACE code 6820)

⦁ Activities of the divisions (principal offices), centralized administrative offices (NACE code 7010)

⦁ Activities for business and management consulting (NACE code 7020)

⦁ Engineering activities and related technical consulting (NACE code 7112)

⦁ Tests and technical analyses activities (NACE code 7120)

⦁ Research- development in natural sciences and engineering (NACE code 7210)

⦁ Research- development in social and humanist sciences (NACE code 7220)

⦁ Activities for market and public opinion research (NACE code 7320)

⦁ Activities in PR and communication (NACE code 7330)

⦁ Other professional, scientific and technical activities n.o.c. (NACE code 7499)

⦁ Activities for renting and leasing of cars and light road vehicles (NACE code 7711)

⦁ Activities for renting and leasing of heavy road vehicles (NACE code 7712)

⦁ Activities for renting and leasing of construction vehicles and equipment (NACE code 7732)

⦁ Activities for renting and leasing of office machines and equipment (computers included) (NACE code 7733)

⦁ Activities for renting and leasing of other machines, equipment and tangible assets n.o.c. (NACE code 7739)

⦁ Combined facilities support activities (NACE code 8110)

⦁ General cleaning of buildings (NACE code 8121)

⦁ Specialized cleaning activities (NACE code 8122)

⦁ Other cleaning activities (NACE code 8123)

⦁ Technical and vocational secondary education (NACE code 8532)

⦁ Other forms of education n.o.c. (NACE code 8559)

⦁ Education support activities (NACE code 8569)

⦁ Activities of psychologists and psychotherapists, excluding doctors (NACE code 8693)

⦁ Other activities related to human health n.o.c. (NACE code 8699)

⦁ Repair and maintenance of computers and communication equipment (NACE code 9510)

⦁ Automobile maintenance and repairs (NACE code 9531).”

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. 8 paragraph (1) from the Articles of Incorporation of the Company as follows:

“(1) The share record is kept by Depozitarul Central S.A. with registered office in Bucharest, 1st district, Nicolae Titulescu Road no. 4-8, America House Building, East Wing, 1st floor, zip code 011141, unique registration number 9638020.”

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 amendment of the art. 15 paragraph (5) from the Articles of Incorporation of the Company following to the appointment of two members of the Board of Directors, as follows:

“(5) The structure of the Board of Directors is the following:

⦁ Năstase Genoveva, [personal data] - Chairman;

⦁ Higer Igor, [personal data] - Vice-Chairman;

⦁ Duralia Mihaela, [personal data] - Member;

⦁ Popa Ioan, [personal data] - Member;

⦁ Pop Răzvan-Sebastian, [personal data] - Member.”

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 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.

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 the date of 30 April 2025 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.

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 29 April 2025 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                                          CFO

NĂSTASE Genoveva                                                          DURALIA Mihaela

(empowered person Duralia Mihaela)