Current report before Alum's EGSM July 2023

We hereby inform all persons who may be interested in the summoning of the Extraordinary General Shareholders’ Meeting of Alum S.A., as follows:

 

I. By Decision no. 349 dated 31st May 2023, 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 convenes the Extraordinary General Meeting of the Shareholders registered in the Shareholders’ Registry at the end of the day of 28 June 2023, considered reference date, for the date of 10 July 2023, starting with 11:00 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 11 July 2023, starting with 11:00 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 the selling, as sole shareholder, of a number of shares representing 100% of the share capital of Global Aluminum Ltd BVI.

2. Approval to mandate the Company’s Board of Directors to negotiate and to approve the price and the final form of the transaction above mentioned.

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

4. Approval of the date of 10 August 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.

5. Approval of the date of 9th August 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.

 

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 General Meeting) and 

(b) to submit draft decisions for items included or to be included on the agenda of the Extraordinary General Meeting of the Shareholders, 

within 15 days from the date this summons has been published, i.e. not later than 22 June 2023.

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.

http://www.alro.roThe 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 30 June 2023, hour 4,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 10/11 JULY 2023”.

 

V. The registered shareholders at the reference date shall exercise the right to participate and to vote in 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 19 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 forms and 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 or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to mfeodorof@alum.ro - with a read receipt request, 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/received at the e-mail address mfeodorof@alum.ro, not later than 8 July 2023, 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 10/11 JULY 2023 “.

 

In case of the correspondence vote forms sent with incorporated extended electronic, Alum makes available to the senders the phone at the numbers +40 (0)240 535 535 or +40 (0)240  535 022, interior 105 for verification of the receiving of the e-mail containing the vote expressed.  

 

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 English language, 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 or shall be sent by e-mail with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished, to mfeodorof@alum.ro - with a read receipt request, to the Registration Office of the Company in such way to be registered at the registry of the Company/received at the e-mail address mfeodorof@alum.ro not later than 8 July 2023, hour 9:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 10/11  JULY 2023 “

 

In case of the proxies sent with incorporated extended electronic, Alum makes available to the senders the phone numbers +40 (0)240 535 535 or +40 (0)240  535 022, interior 105 for verification of the receiving of the e-mail containing the vote expressed.

 

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 10/11 July 2023 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 the Extraordinary General Meetings 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.ro starting with the date of 6th June 2023, starting with 04:00 pm.

 

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

 

 

 

 

Gheorghe Dobra                                                Mihaela Duralia

Chairman of the Board of Directors                   Financial Director