Current report after EGSM of Alum 15.12.2025

I. On December 15, 2025 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, all the votes corresponding to the shares owned by this shareholder being exercised via correspondence;

- Crețu Nicoleta, holding 40 shares, representing less than 0.00005% of the share capital.

 

The shareholders who were present in the Extraordinary General Meeting (directly or votes expressed by correspondence) hold shares amounting to 99.4027% of the share capital. The meeting was conducted by Mrs. Duralia Mihaela, member of Board of Directors and empowered person by the Alum’s Chairman of Board of Directors.

 

The following decisions have been made:

1. By a number of 81,595,900 total votes expressed, accounting for 81,595,900 shares, respectively 99.4027% of the total share capital, out of which 81,595,900 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the decrease of the Company's share capital from the current value of RON 488,412,907.85 to the amount of RON 164,172,406 by reducing the individual nominal value of the Company's shares from RON 5.95 to RON 2, in order to partially cover the accumulated accounting loss, as reflected in the Company's financial statements as of 31st December 2024, amounting to RON 415,114,732 in accordance with art. 207 para. (1) letter (b) of Law no. 31/1990 pertaining to companies, republished, with subsequent changes. 

After the decrease of the share capital according to the operation mentioned in the previous paragraph, the Company's share capital will have the value of RON 164,172,406 RON, being divided into 82,086,203 registered shares, each with a nominal value of RON 2. 

The decrease of the share capital will produce effect only after the expiration of the two-months period from the day of publication of the decision of the Extraordinary General Shareholders’ Meeting in the Official Gazette of Romania, Part IV, in accordance with art. 208 para. (1) of Law no. 31/1990.

 

2. By a number of 81,595,900 total votes expressed, accounting for 81,595,900 shares, respectively 99.4027% of the total share capital, out of which 81,595,900 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the amendment of the art. 7 from the Articles of Incorporation of the Company, following the decrease of the share capital, as follows: 

“(1) The company registered share capital, subscribed and fully paid-in, is of RON 164,172,406. 

(2) The registered share capital is represented by 82,086,203 nominative shares, dematerialized, each share having a nominal value of RON 2. 

(3) The company's shareholders are: 

• Alro S.A. with headquarters in Slatina, no. 116 Piteşti street, Olt County, registered in the Trade Register under no. J1991000008282, tax registration number 1515374, with a contribution to the share capital of RON 163,191,720, corresponding to a number of 81,595,860 shares, representing 99.4026% of the share capital; 

• Other shareholders, with a contribution to the share capital of RON 980,686, corresponding to a number of 490,343 shares, representing 0.5974% of the share capital.”

 

3. By a number of 81,595,900 total votes expressed, accounting for 81,595,900 shares, respectively 99.4027% of the total share capital, out of which 81,595,900 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved 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.

 

4. By a number of 81,595,900 total votes expressed, accounting for 81,595,900 shares, respectively 99.4027% of the total share capital, out of which 81,595,900 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of  15 January 2026 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. By a number of 81,595,900 total votes expressed, accounting for 81,595,900 shares, respectively 99.4027% of the total share capital, out of which 81,595,900 votes in favour, accounting 100% of the share capital represented for in the meeting, respectively 100% from the votes expressed, all the cast votes being valid, it is hereby approved the date of  14 January 2026 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 the Board of Directors                                           General Manager

Genoveva Năstase                                                                    Gigi Pîrlog

(empowered person Duralia Mihaela)