Current report before Alum's EGSM December 2018

Tue, 11/06/2018 - 13:14

Summons                                                                                                                                           November 6, 2018

I. The Board of Directors of Alum S.A. (hereinafter called the “Company”), with registered office in Tulcea, no. 82 Isaccei Street, Tulcea County, Romania, registered with the Trade registry under no. J36/29/1991, Sole Registration Code 2360405, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenesthe Extraordinary General Meeting of the Shareholders registered in the Shareholders’ Registry at the end of the day of 29 November, 2018, considered reference date, for the date ofDecember 12, 2018, at11,00 AM at the Company’s registered office in Tulcea, no. 82 Isaccei Street, Tulcea County, Romania.

Should, on the above mentioned date, the attendance quorum provided by the Company’s Articles of Incorporation be not met, according to art. 118 of Law no. 31/1990, pertaining to companies, republished, with subsequent changes, the second Extraordinary General Meeting of Shareholders is convened and set for the date of December 13, 2018, at11,00 AM at the Company’s registered office in Tulcea, no. 82 Isaccei Street, Tulcea County, Romania.

II. The agenda of the Extraordinary General Meeting of the Shareholders is the following:

  1. Approval of dismantling of the work point located in Tulcea City, 82 Isaccei Street, Tulcea County.

  2. Approval of the establishment of a work point named Halda de Slam located outside City of Tulcea, DN 22, km 169+280, FN, Tulcea County and the amendment as consequence of the art. 3 paragraph (4) from the Articles of Incorporation of the Company that will have the following content:
    “(4) The Company shall have the following work points:

    • „Zona captare apa bruta- mila 39+500” located in Tulcea City, Tulcea County;

    • Halda de Slam located outside City of Tulcea, DN 22, km 169+280, FN, Tulcea County”

  3. Approval to empower Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Extraordinary General Meeting of Shareholders’ decisions, including signing the Company’s Articles of Incorporation amended according to the decisions made by the Extraordinary General Meeting of Shareholders

  4. Approval of the date of January 9, 2019 as registration date, for the opposability of the decisionsof the Extraordinary General Meeting of Shareholders, in accordance with the provisions of art. 86 in Law no. 24/2017 regarding the issuers of the financial instruments and market operations

  5. Approval of the date of January 8, 2019 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

III. One or more shareholders holding, individually or together, at least 5% of the Company’s share capital, has/have the right:

(a) to include new items on the agenda of the Extraordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft decision in order to be adopted in the Extraordinary General Meeting) and

(b) to submit draft decisions for items included or to be included on the agenda of theExtraordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than November 23,2018.

The above mentioned rights of the shareholders shall be exercised only in writing.

IV. The shareholders have the right to ask questions related to items on the agenda of the General Meeting; the answers to be published on the Company‘s Internet website page www.alum.ro.

The questions shall be submitted or sent to the registered office of the Company in such way to be registered at the registry of the Company not later than December 4, 2018, hour 4,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 12/13, 2018”.

V. The registered shareholders at the reference date shall exercise the right to participate and to vote in the Extraordinary General Meeting of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 20 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations, or to an attorney-at-law.

VI. In case the shareholders appoint representatives for the participation and voting in the Extraordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

VII. The correspondence vote formsand the special proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.alum.ro.

VIII. The correspondence vote forms filled in by the shareholders either in Romanian or  English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the registry of the Company not later than December 10, 2018, hour 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 12/13, 2018“.

IX. The correspondence vote forms which shall not have been received in the form and within the term provided under art. VIII of this summons shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary General Meeting of the Shareholders.

X. The proxies for the shareholders’ representation in the General Meeting, filled in by the shareholders  either in Romanian or in a widely used language in the international financial area, together with  the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Companynot later than December 10, 2018, hour 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM DECEMBER 12/13, 2018“.

The proxies may also be sent by e-mail to the address mfeodorof@alum.ro.

XI. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meeting of the Shareholders summoned for December 12/13, 2018 personally, via correspondence or through a representative with proxy.

XII. The documents and information related to the items on the agenda of the General Meeting, as well as the draft decisions related to the items on the agenda of the General Meeting, the correspondence vote forms and the proxy forms for representation of the shareholders in theExtraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Alum S.A. Tulcea, are made available for the shareholders at the registered office of the Company from Tulcea, no. 82 Isaccei Street, Tulcea County, Romania, and are posted on the website of the Company www.alum.rostarting with the date of November 11, 2018.

Any additional information may be obtained at phone no. 0240.535.022.

 

                                                                Gheorghe Dobra

                                                 Chairman of the Board of Directors

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