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Current report after OGSM of Alum 25 April 2024

Thu, 04/25/2024 - 14:17
On April 25th, 2024 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 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the financial statements for the year 2023 prepared in accordance with OMF no. 1802/2014, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2023, are approved, in the version recommended by the Board of Directors. 
The financial statements have the following main indicators: 
  • Turnover                                    286,545,218 ron    
  • Operating result (loss)              (117,081,851) ron     
  • Result of the period (loss)          (184,808,501) ron    
  • Total assets                               241,306,582 ron  
  • Total equity                                 102,166,879 ron 
2. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the unconsolidated and consolidated financial statements for the year 2023 prepared in accordance with IFRS, on the basis of the Directors‘ Report and Financial Auditor’s Report for year 2023 are approved, in the version recommended by the Board of Directors.
The unconsolidated financial statements have the following main indicators: 
  • Turnover                                      284,654 kron
  • Operating result (loss)                (188,812) kron
  • Result before tax (loss)               (192,962) kron
  • Result of the period (loss)           (188,521) kron
  • Total assets                                  239,678 kron
  • Total equity                                  100,080 kron
The consolidated financial statements have the following main indicators: 
  • Turnover                                                                                        284,654 kron
  • Operating result (loss)                                                                  (124,636) kron
  • Result before tax (loss)                                                                  (149,040) kron
  • Result of the period from interrupted activities (loss)                     (103,343) kron
  • Result of the period (loss)                                                              (247,942) kron
  • Total assets                                                                                    239,678 kron
  • Total equity                                                                                     100,076 kron
3. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all cast votes being secretly expressed and being valid, the discharge of liability for 2023 of the directors Dobra Gheorghe, Higer Igor, Duralia Mihaela, Cilianu Marin and Popa Ioan is approved.
4. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the Annual Report for year 2023 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 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the Income and Expenditures Budget for 2024 is approved in the version recommended by the Board of Directors, having the following main financial indicators:
  • turnover:                                18,668,568 USD
  • total revenues:                       26,385,937 USD
  • total expenses:                       30,571,300 USD
6. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the Activity Program for 2024 is approved, in the version recommended by the Board of Directors.
7. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is approved that the remuneration of the Board of Directors members in 2024 to be as follows: for the months January 2024 - April 2024, inclusive, to be equal with the amount granted in the year 2023, namely to be in the amount of Euro 3409 gross/month/Board of Directors member, payable in lei and for the months May 2024 - December 2024, to be of 50% from the amount granted for year 2023, namely to be in the amount of Euro 1705 gross/month/Board of Directors member, payable in lei. 
8. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is approved that the general limit of remunerations granted in 2024 to the Board of Directors members with special functions and to the managers to be of 50% from the amount granted in year 2023.
9. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all 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 20 August 2024 until 20 August 2025, 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.
10. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from 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
11. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from 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 mandate of Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision. 
12. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the date of May 30, 2024 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.
13. By a number of 81,595,900 total votes expressed, representing 81,595,900 shares, meaning 99.4027% of total share capital, out of which 81,595,900 votes in favour, amounting 100% from the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, the date of May 29, 2024 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
(empowered person Duralia Mihaela)
 
 
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