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

Wed, 12/06/2017 - 18:37

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. 200 adopted on December 6, 2017, 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 December 29, 2017, considered reference date, for the date ofJanuary 11, 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 January 12, 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 the conclusion by the Company, in capacity as borrower and security provider, of a credit facility agreement with a principal aggregate amount up to USD 20,000,000, with Black Sea Trade and Development Bank, in capacity as creditor, for the purpose of, including but not limited to, the achievement of some investments, as well as of any other documents related to the transaction (hereinafter referred to as the “Investments Credit”)

2.     Approval of the conclusion by the Company, in capacity as borrower and security provider, of a credit facility agreement with a principal aggregate amount up to USD 5,000,000, with Garanti Bank Romania, in capacity as creditor, for the purpose of, including but not limited to, the achievement of some investments, as well as of any other documents related to the transaction (hereinafter referred to as the “Garanti Credit”)

3.     Approval of granting by the Company of the following mortgages, that will secure with equal ranking both the Investments Credit and the Garanti Credit:

            (1) immovable mortgage on:

(i) the land in surface of 327,222 square meters, having the cadastral number 32495, registered in the land registry no. 32495 of the city of Tulcea;

(ii) the land in surface of 794,039 square meters, having the cadastral number 32987, registered in the land registry no. 32987 of the city of Tulcea;

(iii) the land in total surface of 66,598 square meters from the papers and 66,580 square meters resulted from the cadastral measurements, having the cadastral number 33753, registered in the land registry no. 33753 of the city of Tulcea;

(iv) the land in surface of 27,422 square meters, having the cadastral number 33757, registered in the land registry no. 33757 of the city of Tulcea;

(v) the land in surface of 31,748 square meters, having the cadastral number 33754, registered in the land registry no. 33754 of the city of Tulcea;

(vi) the land in surface of 30,175 square meters, having the cadastral number 33767, registered in the land registry no. 33767 of the city of Tulcea;

(vii) on all the constructions situated on the lands mentioned above from (i) to (vi), with all their annexes, devices and equipments which are immovable assets by destination. As the case may be, in the future will also be mortgaged the immovable properties that shall be built by the Company on that land (the “Immovable Mortgages”);

(2) movable mortgage on:

(i) all present and future fixed assets the Company with an individual net book value higher than USD 10,000;

(ii) all Company’s present and future inventories of raw material and products;

(iii) all present and future Company’s receivables, except those which are subject to factoring agreements;

(iv) the Company'sreceivables from the selling-purchasing alumina contracts concluded with Alro S.A. Slatina;

(v) all  Company’s present and future bank accounts, as well as all the amounts of money in their credit or by which such bank accounts are credited, except for the accounts used in connection with factoring agreements and other exclusions  that shall be agreed with the creditors;

 (vi)proceeds from the insurance policies of the Company covering the Company’s assets subject to the Security (together the documents listed at (i) through (vi), the “Movable Mortgages”),

(herein the Immovable Mortgages and Movable Mortgages shall be jointly referred to herein as the “Mortgages”). The Mortgages shall secure the fulfilment by the Company of all current and future obligations resulting from or in relation to the Investments Credit and the Garanti Credit

4.     Approval of the authorization and empowerment of the Company’s Board of Directors to:

(i)    negotiate and approve the final forms and to conclude the Investments Credit and the Garanti Credit and the agreements by which the Mortgages shall be created, as well as all andany other documents or agreements related to or triggered by the transactions above (regardless of the form used, including, without limitation: any amendments thereto, fee letters, applications, drawdown requests, instructions, communications, schedules, notices, certifications, confirmations, amendments of the maturity date of the loan, changes of the commissions, purpose or utilization of the loan, novations, pay off letters, changes to the covenants of the Company etc), either of which may also include negative pledge provisions;

(ii)  comply with all formalities and, in general, to do and perform on behalf of the Company any action that he may deem to be necessary, appropriate or desirable for binding the Company in order to perform the resolutions herein, in front of the relevant authorities, the notary public, local and central authorities, cadaster and land book offices, the Electronic Archive for Security Interests in Movable Property, Trade Registry etc. as the case may be

5.     Approval of the empowerment of the General Manager and the Financial Manager to sign together in the name and on behalf of the Company and to represent the Company in relation to all documents and persons / entities / authorities mentioned in paragraph II.4 above. The General Manager and/or the Financial Manager may empower other persons, individuals or legal entities, at their choice, to carry out any of their duties hereunder and such persons shall have full authority to act in the name and on behalf of the Company, their signature being fully binding to the Company

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

7.     Approval of the date of January 30, 2018 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

8.     Approval of the date of January 29, 2018 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)

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 December 22,2017.

            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 January 3rd, 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 JANUARY 11/12, 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 January 9, 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 JANUARY 11/12, 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 January 9, 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 JANUARY 11/12, 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 January 11/12, 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.ro  starting with the date of December 11, 2017.

 

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

 

            Gheorghe Dobra                                                       Mihaela Duralia

            Chairman of the Board of Directors                                   Financial Director