Current report before Alum's OGSM December 2025

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. 396 dated 10 November 2025, 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. J1991000029364, Sole Registration Code 2360405, on the basis of art. 117 of Law no. 31/1990 pertaining to companies, republished, with subsequent changes, hereby convenes the Extraordinary General Meeting of the Shareholders registered in the Shareholders’ Registry at the end of the day of 4th December 2025, considered reference date, for the date of 15 December 2025, starting with 11:00 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 16 December 2025, starting with 11:00 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 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. 

2. Approval of 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 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. Approval 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. Approval of 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. Approval of 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.

 

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 General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft decision in order to be adopted by the General Meeting) and 

(b) to submit draft decisions for items included or to be included on the agenda of the General Meeting of the Shareholders, 

within 15 days from the date this summons has been published, i.e. not later than 27 November 2025.

 

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.

http://www.alro.roThe 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 5th December 2025, hour 4,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 15/16 DECEMBER 2025”.

 

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 19 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 forms and 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 or shall be sent by e-mail, with qualified electronic signature according to Law No. 214/2024 on the use of electronic signature, electronic time stamp and the providing of trust services based on them, to the e-mail address mfeodorof@alum.ro - with a read receipt request, 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/received at the e-mail address mfeodorof@alum.ro not later than 13 December 2025, hour 09:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 15/16 DECEMBER 2025”.

 

In case of the correspondence vote forms sent with incorporated extended electronic, Alum makes available to the senders the phone at the numbers +40 (0)240 535 740 for verification of the receiving of the e-mail containing the vote expressed.   

 

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 and 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 or shall be sent by e-mail, with qualified electronic signature according to Law No. 214/2024 on the use of electronic signature, electronic time stamp and the providing of trust services based on them, to the e-mail address mfeodorof@alum.ro - with a read receipt request, to the Registration Office of the Company in such way to be registered at the registry of the Company/received at the e-mail address mfeodorof@alum.ro not later than 13 December 2025, hour 09:00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 15/16 DECEMBER 2025”.

 

In case of the proxies sent with incorporated extended electronic, Alum makes available to the senders the phone numbers +40 (0)240 535 740 for verification of the receiving of the e-mail containing the vote expressed.

 

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 15/16 December 2025 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 the Extraordinary 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 12 November 2025, starting with hours 14:00.

 

Any additional information may be obtained at phone no. 0240.535.740.

 

 

Genoveva Năstase                                            Gigi Pîrlog

Chairman of the Board of Directors                   General Manager