En
Ro
Current report before Alum's OGSM EGSM March 2025
Tue, 02/25/2025 - 17:10
We hereby inform all persons who may be interested in the summoning of the Ordinary and Extraordinary General Shareholders’ Meetings of Alum S.A., as follows:
I. By Decision no. 387 dated 24 February 2025, 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 Ordinary and the Extraordinary General Meetings of the Shareholders registered in the Shareholders’ Registry at the end of the day of 19 March 2025, considered reference date, for the date of 31st March 2025, starting with 11:00 AM and respectively starting with 11:30 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 Ordinary and Extraordinary General Meetings of Shareholders are convened and set for the date of 1st April 2025, starting with 11:00 AM and respectively starting with 11:30 AM at the Company’s registered office in Tulcea, no. 82 Isaccei Street, Tulcea County, Romania.
II. The agenda of the Ordinary General Meeting of the Shareholders is the following:
1. Appointment of two directors, following to the resignation of Mr. Gheorghe Dobra and of Mr. Marin Cilianu.
2. Approval to empower Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision.
3. Approval of 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.
4. Approval of 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.
III. The agenda of the Extraordinary General Meeting of the Shareholders is the following:
1. Approval of the amendment of the Articles of Incorporation in the way of deleting the word “commercial” from the term “commercial company”.
2. Approval of 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)
⦁ The metallurgy of aluminium (NACE code 2442)
⦁ 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 (3524)
⦁ Steam and air conditioning supply (NACE code 3530)
⦁ Activities of agents and brokers in the field of electricity and natral 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 (4712)
⦁ Retail trade of computer equipment and telecommunications (4740)
⦁ Retail trade of hardware items, construction materials, glass and painting items (4752)
⦁ Retail trade of parts and accessories of motor vehicles (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 (5224)
⦁ Logistic services activities for transportation (5225)
⦁ Other activities related to transportation (NACE code 5226)
⦁ Intermediation activities for merchandise transport (5231)
⦁ Other accommodation services (5590)
⦁ Other food services n.o.c. (NACE code 5622)
⦁ Activities for book publishing (NACE code 5811)
⦁ Other publishing activities (5819)
⦁ Activities for cable network, wireless or satellite telecommunication (NACE code 6110)
⦁ Activities of reselling telecommunication services and telecommunication intermediation services (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 (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 (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 (8693)
⦁ Other activities related to human health n.o.c. (8699)
⦁ Repair and maintenance of computers and communication equipment (NACE code 9510)
⦁ Automobile maintenance and repairs (NACE code 9531).”
3. Approval of 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 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. Approval of 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:
⦁ Igor Higer - [personal data];
⦁ Popa Ioan - [personal data];
⦁ Duralia Mihaela - [personal data];
⦁ ♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders;
⦁ ♦♦♦ (the Company’s Articles of Incorporation shall be filled in with the personal data of the member of the Board of Directors, appointed by the Ordinary General Meeting of Shareholders.”
5. Approval 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.
6. Approval of 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.
7. Approval of 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.
IV. 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 two General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft decision in order to be adopted in the two General Meetings) and
(b) to submit draft decisions for items included or to be included on the agenda of the two General Meetings of the Shareholders,
within 15 days from the date this summons has been published, i.e. not later than 13 March 2025.
The above-mentioned rights of the shareholders shall be exercised only in writing.
V. The shareholders have the right to ask questions related to items on the agenda of the two General Meetings; 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 21st March 2025, hour 4,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY AND/OR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”.
VI. The registered shareholders at the reference date shall exercise the right to participate and to vote in the Ordinary and Extraordinary General Meetings 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.
VII. In case the shareholders appoint representatives for the participation and voting in the Ordinary and Extraordinary General Meetings of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.
VIII. The correspondence vote forms and the special proxy forms for representation of the shareholders in the Ordinary and Extraordinary General Meetings 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.
IX. 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 29 March 2025, hour 09:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”; In case of correspondence voting forms for secret vote, the correspondence voting forms shall be enclosed in a distinct envelope on which it shall be mentioned: “SECRET VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”;
⦁ not later than 29 March 2025, hour 09:30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”.
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.
X. The correspondence vote forms which shall not have been received in the form and within the term provided under art. IX 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 Ordinary and Extraordinary General Meetings of the Shareholders.
XI. 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 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 29 March 2025, hour 09:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”;
⦁ not later than 29 March 2025, hour 09:30 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 31 MARCH/1 APRIL 2025”.
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.
XII. Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary and Extraordinary General Meetings of the Shareholders summoned for 31 March/1 April 2025 personally, via correspondence or through a representative with proxy.
XIII. The nominations for the director position will be posted on the company’s website starting from the date of their registration at the Company. The nominations for the director position may be deposited until 17 March 2025. The list containing information regarding the name, hometown and professional skills of the bodies nominated for the director position is available for the shareholders, at the Company’s registered office or on its website and it can be consulted or amended by the shareholders.
XIV. The documents and information related to the items on the agenda of the two General Meetings, as well as the draft decisions related to the items on the agenda of the two General Meetings, the correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary and 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 25 February 2025, starting with hours 16:00.
Any additional information may be obtained at phone no. 0240.535.022.
Genoveva Năstase Mihaela Duralia
Chairman of the Board of Directors Financial Director