Current report drafted according to the stipulations of the 226 (1) article of the Law no. 297/2004 of capital Market, art. 21, paragraph (1), Bucharest Stock Exchange’s Code – System Operator

Fri, 04/29/2016 - 19:14

On April 28^th, 2016 took place the Ordinary General Meeting of Shareholders of Alum S.A.

It was attended by the following shareholders:

- Alro SA, holding 81,595,860 shares, representing 99.4026% of the share capital, represented by Ivan Mădălina;

- Stan Rodica, holding 40 shares, representing less than 0.0001 % of the share capital;

- Răileanu Nicolae, holding 6397 shares, representing less than 0.0074 % of the share capital; all the votes corresponding to the shares owned by this Shareholder has been exercised via correspondence.

The shareholders who were present in the General Ordinary Meeting (directly, represented by proxy or votes expressed by correspondence) hold shares amounting to 99.4105% of the share capital.

The following decisions have been made:

1. With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the financial statements for the year 2015 prepared in accordance with OMF No. 1802/2014, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2015, are approved, in the version recommended by the Board of Directors.

The financial statements have the following main indicators:

Turnover: 635,519.848 ron
Operating profit: 12,746,910 ron
Current profit: 6,377,830 ron
Total assets: 475,456,524 ron
Total equity: 259,905,934 ron

2.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the unconsolidated financial statements for the year 2015 prepared in accordance with IFRS, on the basis of the Financial Auditor’s Report for year 2015, are approved, in the version recommended by the Board of Directors.

The financial statements have the following main indicators:

Turnover: 632,899 kron
Operating profit: 57,436 kron
Profit before tax: 17,555 kron
Current profit: 14,069 kron
Total assets: 470,331 kron
Total equity: 256,368 kron

3. With a number of 81,595,900 votes in favour, amounting 99.9922% from the share capital represented in the meeting and a number of 6400 votes against, amounting 0.0078% from the share capital represented in the meeting, the consolidated financial statements for the year 2015 prepared in accordance with IFRS, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2015, are approved, in the version recommended by the Board of Directors.

The financial statements have the following main indicators:

Turnover: 642,714 kron
Operating profit: 63,202 kron
Profit before tax: 23,738 kron
Current profit: 18,267 kron
Total assets: 453,943 kron
Total equity: 160,702 kron

4. With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, all the votes being secretly expressed, the discharge of liability for 2015 of the directors Dobra Gheorghe, Machitski Pavel, Cilianu Marin, Popa Ioan, Duralia Mihaela and Barabanov Alexandr is approved.

5.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the Annual Report for year 2015 prepared in accordance with the provisions of the Regulation no. 1/2006 of National Securities Commission (at this moment, Financial Supervisory Authority - Financial Instruments and Investments Sector), is approved, in the version recommended by the Board of Directors.

6.With a number of 81,595,900 votes in favour, amounting 99.9922% from the share capital represented in the meeting and a number of 6400 votes against, amounting 0.0078% from the share capital represented in the meeting, it is approved that the net profit of the Company, afferent to the year 5, to be allotted as follows:

legal reserve: 368,141 ron
coverage the loss from the previous years: 6,009,689 ron

7. With a number of 81,595,900 votes in favour, amounting99.9922% from the share capital represented in the meeting and a number of 6400 votes against, amounting0.0078% from the share capital represented in the meeting, the Income and Expenditures Budget for 2016 is approved in the version recommended by the Board of Directors, having the following main financial indicators:

turnover: 141,032,204 USD
total revenues: 144,886,306 USD
total expenses: 153,688,336 USD

8.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the Activity Program for 2016 is approved in the version recommended by the Board of Directors.

9.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the Investments Plan for 2016 is approved in the version recommended by the Board of Directors, forecasting total achievements of investment in total amount of USD 9,409,000.

10.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, it is approved that the remuneration of the Board of Directors members in 2016 to be equal with the amount granted in the previous year, respectively EUR 1,000 net/month for each director, payable in RON.

11.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, it is approved that the general limit of remunerations granted in 2016 to the Board of Directors members assigned with special functions and to the managers is to be of maximum 0.5% from the turnover achieved in 2015.

12.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, all the votes being secretly expressed, it is hereby appointed as financial auditor for a one year mandate from the audit contract expiring date, respective, from August 12, 2016 until August 12, 2017, Ernst & Young Assurance Services SRL having its headquarters in Bucharest, no. 15-17 Ion Mihalache Boulevard, 21^st Floor, Bucharest Tower Center Building, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783.

13.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, it is approved to authorize the General Director and the Financial Director of Alum S.A. Tulcea to sign the contract with the financial auditor appointed by the Shareholders’ General Ordinary Meeting.

14.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the mandate of Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders‘ decision.

15.With a number 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 19, 2016 is approved to be the registration date of shareholders, for the opposability of the decision made by Shareholders during the General Ordinary Meeting, pursuant to the provisions of article 238 of Law no. 297/2004 pertaining to capital market.

16.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 18, 2016 is approved as ex date in accordance with the provisions of art. 129² of Regulation no 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority).

On April 28^th, 2016 took place the Extraordinary General Meeting of Shareholders of Alum S.A.

It was attended by the following shareholders:

- Alro SA, holding 81,595,860 shares, representing 99.4026% of the share capital, represented by Ivan Mădălina;

- Stan Rodica, holding 40 shares, representing less than 0.0001 % of the share capital;

The shareholders who were present in the General Extraordinary Meeting (directly, represented by proxy or votes expressed by correspondence) hold shares amounting to 99.4105% of the share capital.

The following decisions have been made:

1.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, it is hereby approved to modify the art. 17 paragraph (2) from the Articles of Incorporation of the Company that will have the following content:

”(2) As regards the conclusion of any legal documents which create or may create obligations to the Company, the Company is legally represented by the general manager and a financial manager, acting together. For any other act of representation or act of management of the Company, save for the conclusion of legal documents which create or may create obligations to the Company, the general manager acts individually, legally representing the Company. The general manager and the financial manager may mandate another person to represent the Company. The same person may be mandated both by the general manager and the financial manager. The donor and done of power shall be held liable jointly and indivisibly to the company as concerns the concluded legal documents.”

2.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, Mrs. Feodorof Mariana is empowered 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.

3.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 19, 2016 is approved to be the registration date of shareholders, for the opposability of the decision of the Extraordinary General Meeting of Shareholders, pursuant to the provisions of article 238 of Law no. 297/2004 pertaining to capital market.

4.With a number of 81,602,300 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 18, 2016 is approved as ex-date in accordance with the provisions of art. 129² of Regulation no. 1/2006 on issuers and operations with securities issued by NSC (presently Financial Supervisory Authority).

Gheorghe Dobra Mihaela Duralia

Chairman of Board of Directors Financial Director