Current report after GSM April 24, 2019

Wed, 04/24/2019 - 16:52

On April 24th, 2019 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 Racoți Ioana;
- Ioana Racoți, holding 1 share, representing less than 0.00001% of the share capital;
- Crețu Nicoleta, holding 40 shares, representing less than 0.0001% of the share capital;
- Răileanu Nicolae, holding 8526 shares, representing 0.01038% 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 99.4131% of the share capital.

The following decisions have been made:
1. With a number of 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the financial statements for the year 2018 prepared in accordance with OMF no. 1802/2014, on the basis of the Directors’ Report and Financial Auditor’s Report for year 2018, are approved, in the version recommended by the Board of Directors.
The financial statements have the following main indicators:
    - Turnover:                 876,424,730 ron
    - Operating profit:       54,958,369 ron
    - Current profit:           54,135,130 ron
    - Total assets:            541,791,697 ron
    - Total equity:             307,273,654 ron
2. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the unconsolidated and consolidated financial statements for the year 2018 prepared in accordance with IFRS, on the basis of the Directors‘ Report and Financial Auditor’s Report for year 2018 are approved in the version recommended by the Board of Directors.
The unconsolidated financial statements have the following main indicators:
    - Turnover:                 875,818 kron
    - Operating profit:       101,193 kron
    - Profit before tax:      61,680 kron
    - Current profit:          52,326 kron
    - Total assets:           540,823 kron
    - Total equity:            307,473 kron
The consolidated financial statements have the following main indicators:
    - Turnover:                927,867 kron
    - Operating profit:       168,965 kron
    - Profit before tax:      83,211 kron
    - Current profit:           55,371 kron
    - Total assets:            575,969 kron
    - Total equity:              298,146 kron
3. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, all the votes being secretly expressed, the discharge of liability for 2018 of the directors Dobra Gheorghe, Cilianu Marin, Popa Ioan, Duralia Mihaela and Barabanov Aleksandr is approved.
4. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the Annual Report for year 2018 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. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, it is approved that the net profit of the Company, afferent to the year 2018, to be allotted as follows:
    - Legal reserve:                    3,305,124 ron
    - Coverage the loss from the previous years: 50,830,006 ron
6. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the Income and Expenditures Budget for 2019 is approved in the version recommended by the Board of Directors, having the following main financial indicators:
    - Turnover:                         221,431,039 USD
    - Total revenues:                244,269,710 USD            
    - Total expenses:                216,766,642 USD            
7. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the Investments Plan for 2019 is approved in the version recommended by the Board of Directors, forecasting total achievements of investment in total amount of USD 8,301,000.
8. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, the Activity Program for 2019 is approved in the version recommended by the Board of Directors.
9. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, it is approved that the remuneration of the Board of Directors members in 2019 to be  EUR 3,000 net/month for each director, payable in lei.
10. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for in the meeting, it is approved that the general limit of remunerations granted in 2019 to the Board of Directors members with special functions and to the managers is to be of maximum 0.5% from the turnover achieved in 2018.
11. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for 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 15, 2019 until August 15, 2020, Ernst & Young Assurance Services SRL having its headquarters in Bucharest Sector 1, no. 15-17, 21st Floor, Bucharest Tower Center Building, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Code 11909783.
12. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented for 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.
13. With a number of 81,604,427 votes in favour, amounting 100% from the share capital represented in the meeting, 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.
14. With a number 81,604,427 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 21, 2019 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. 86 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations.
15. With a number of 81,604,427 votes in favour, amounting 100% from the share capital represented in the meeting, the date of May 20, 2019 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

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