Current report after OGSM of Alum 28.05.2026

Thu, 05/28/2026 - 16:22
I. On May 28th, 2026 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, all the votes corresponding to the shares owned by this shareholder being exercised via correspondence;
- Zărnescu Petruța-Camelia, holding 39 shares, representing less than 0.00005% of the share capital.
 
The shareholders who were present in the Ordinary 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 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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, the annual report for 2025 which includes the Directors’ Report for 2025 and the financial statements for the financial year ended as of 31st December 2025, prepared in accordance with OMFP no. 1802/2014 together with the Independent financial auditor’s report for year 2025, are approved, in the version recommended by the Board of Directors. 
The financial statements have the following main indicators:
• turnover:   29,485,337 ron 
• operating result - loss:   77,177,749 ron 
• result of the period - loss:   78,599,268 ron 
• total assets: 104,152,224 ron 
• total equity:   27,209,080 ron
 
2. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 secretly expressed and valid, the discharge of liability for 2025 of the directors Năstase Genoveva, Higer Igor, Duralia Mihaela, Popa Ioan, Pop Răzvan-Sebastian, Dobra Gheorghe and Cilianu Marin is approved.
 
3. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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, the Income and Expenditures Budget for 2026 is approved in the version recommended by the Board of Directors, having the following main financial indicators:
• total revenues: 5,773,992 USD 
• total expenses: 7,771,067 USD
 
4. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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, the Activity Program for 2026 is approved, in the version recommended by the Board of Directors.
 
5. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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, the Investment Plan for 2026 is approved, in the version recommended by the Board of Directors, forecasting total achievements of investment in amount of USD 1,500.
 
6. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 approved that the remuneration of the Board of Directors members in 2026 to be in the same amount like in the year 2025, of 50% from the amount granted for year 2023, namely to be in the amount of Euro 1,705 gross/month/Board of Directors member, payable in lei.
 
7. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 approved that the general limit of remunerations granted in 2026 to the Board of Directors members with special functions and to the managers to be in the same amount like in the year 2025, of 50% from the amount approved for year 2023
 
8. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 secretly expressed and valid, it is hereby appointed as financial auditor for a one year mandate from the contract expiry date, respective, from 13 September 2026 until 13 September 2027, the company Livicont Audit S.R.L. having its headquarters in Tulcea, no. 103 Păcii street, room 4, block M2, entrance A, 3rd floor, flat 41, registered with the Trade Registry under no. J2017000127363, Sole Registration Code 37231586.
 
9. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 approved to authorize the General Manager and the Financial Manager of Alum S.A. Tulcea to sign the contract with the financial auditor appointed by the Shareholders’ General Ordinary Meeting.
 
10. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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 mandate of Mrs. Feodorof Mariana to comply with all the formalities for the registration of the Ordinary General Meeting of Shareholders’ decision.
 
11. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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  30th June 2026 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.
 
12. By a number of 81,595,899 total votes, accounting for 81,595,899 shares, respectively 99.4027% of the total share capital, out of which 81,595,899 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  29th June 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)
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