Current report after OGSM of Alum 26 April 2023

On April 26th, 2023 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;

- Răileanu Nicolae, holding 18,300 shares, representing 0.0222% 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 99.4249% 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 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2022 prepared in accordance with OMF no. 1802/2014, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2022, are approved, in the version recommended by the Board of Directors. 

The financial statements have the following main indicators: 

· Turnover: 501,771,469 ron 

· Operating profit:   16,593,841 ron 

· Current loss:          (123,500,381) ron 

· Total assets: 463,511,111 ron 

· Total equity: 281,608,015 ron

2. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2022 prepared in accordance with IFRS, on the basis of the Directors‘ Report and Financial Auditor’s Report for year 2022 are approved in the version recommended by the Board of Directors.

The unconsolidated financial statements have the following main indicators: 

· Turnover:      499,771 kron 

· Operating loss:    (112,193) kron 

· Result before tax (loss):    (119,658) kron 

· The current result (loss):    (122,154) kron 

· Total assets:      470,751 kron 

· Total equity:      288,700 kron 

The consolidated financial statements have the following main indicators: 

· Turnover:      642,092 kron 

· Operating loss:     (72,802) kron 

· Result before tax (loss):     (79,295) kron 

· The current result (loss):     (98,697) kron 

· Total assets:     594,252 kron 

· Total equity:     329,354 kron

3. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2022 of the directors Dobra Gheorghe, Cilianu Marin, Popa Ioan, Duralia Mihaela, Higer Igor and Barabanov Aleksandr is approved.

4. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2022 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 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2023 is approved in the version recommended by the Board of Directors, having the following main financial indicators:

turnover: 66,876,483 USD

total revenues: 68,739,644 USD

total expenses: 80,659,219 USD

6. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Investments Plan for 2023 is approved in the version recommended by the Board of Directors, forecasting achievements of investment in total amount of USD1,050,000.

7. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 votes in favour, amounting 100% from the share capital represented for in the meeting, all the cast votes being valid, the Activity Program for 2023 is approved in the version recommended by the Board of Directors.

8. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2023 to be equal with the amount granted in the year 2022, namely to be in the amount of Euro 3,409 gross/month/Board of Directors member, payable in lei.

9. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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 2023 to the Board of Directors members with special functions and to the managers to be equal with the amount granted in the year 2022, namely to be of maximum 0.25% of the turnover achieved in 2020.

10. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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. 

11. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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, 2023 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. 

12. By a number of 81,614,200 total votes expressed, representing 81,614,200 shares, meaning 99.4249% of total share capital, out of which 81,614,200 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, 2023 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)