No. 4 Of March 23th 2023
Under the provisions of the ASF Regulation no. 5 / 2018 on the issuers of financial instruments and market operations and of the Law no. 24 / 2017 on the issuers of financial instruments and market operations
Date of report: March 23th 2023
Name of issuing entity: Alumil Rom Industry SA
Headquarters: Bucharest, Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, A Building, A1 Wing, ground floor, district 1
Phone no.: 021 4243456 , fax: 021 423 39 32
Unique Registration Code at the Trade Registry: RO10042631
Registration number with the Trade Registry: J40/8540/1997
Subscribed and paid social capital: 6.250.000 lei
The regulated market by which the issued transferable securities are bargained: - Bucharest Stock Exchange, - Equity securities – Standard Category
I. Important events to be reported:
A. On 26.04.2023 starting with 11.00 a.m., at ALUMIL’s headquarters of Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, A Building, A1 Wing, ground floor, District 1, Bucharest, having the following
1. Discussion and approval of the annual financial situations at 31.12.2022 on the basis of the Board of Directors’ report and auditors’ report for the financial year 2022;
2. Approval of the proposal of the Board of Directors as regards the distribution of profits and distribution of a gross dividend to ALUMIL ROM INDUSTRY S.A. shareholders, registered with the shareholders’ registry on Registration Date, of a dividend with a gross value per share of 0.200 RON;
3. Release from management liabilities for the financial year 2022;
4. Extending the mandate of the Company’s financial auditor, the Company Accordserve Advisory S.R.L. for a period of one year;
5. Presenting and approving of the income and expenses budget for 2023;
6. Presenting and approving the remuneration report for 2022 drafted as per art 107 of Law no 24/2017;
7. Establishing the date of 25.05.2023 as ,,registration date", date which serves for identification of the sharehodlers benefitting of the effects of the Ordinary General Meeting of Shareholders;
8. Establishing the date of 24.05.2023 as,,ex date" day, the calendar day from which the shares of ALUMIL ROM INDUSTRY S.A., object of the Ordinary General Meeting of Sharehodlers decision will be traded without the rights which derives from the respective decision;
9. Establishing the date of 15.06.2023 as ,,payment date", the calendar day when the distribution of dividends related to the ALUMIL ROM INDUSTRY S.A. shares as is was established under the Ordinary General Meeting of Shareholders Decision becomes due;
10. Empowering Mr. Michail Sotiriou, President of the Board, to sign in the name and on behalf of the shareholders all the decisions taken within the Ordinary General Meeting of Shareholders and effecting all the formalities required by the law in order to register and applying the decisions adopted as well as for signing in the name and on behalf of the Company of any contracts or other documents subsequent to these decisions.
Only the shareholders registered as such on 18.04.2023 which is the reference date of the meeting as per the evidences issued by the Central Depository SA may participate and vote within the general meeting.
The shareholders registered at the reference date may participate to the general meeting directly or may be represented at the meeting either by their legal representatives or by other representatives who were granted a special or general power-of-attorney, under the conditions of art. 105 para 19 of Law no. 24/2017 on financial instruments issuers and market operations.
The minimum content of the power-of-attorney is as per art. 201 of Regulation no. 5/2018 issued by ASF.
The preprinted form of the special power-of-attorney, in Romanian and English language, may be obtained upon request from the company’s headquarters or it can be downloaded from the web site https://www.alumil.com/romania/corporate/investor-relations , starting with the date of 24.03.2023, 11.00 a.m. hours.
The shareholders may grant a general power-of-attorney valid for a period which will not exceed 3 years, allowing its representative to vote in all aspects under debate in the general meetings of shareholders of one or several companies identified in the power-of-attorney, including with regard to directive documents, given that the power-of-attorney is granted by the shareholder, as a client, to an agent defined as per Law no. 24/2017 on financial instruments issuers and market operations, or to a lawyer.
The shareholders may not be represented in the general meetings of shareholders based on a general power-of-attorney by a person found in a situation of conflict of interests that may occur especially in one of the following cases:
a) he/she is a majority shareholder of the company or another entity controlled by the respective shareholder;
b) he/she is a member of a body of administration, management or surveillance of the company, of a majority shareholder or an entity controlled as per those provided at letter a);
c) he/she is an employee or auditor of the company or of a majority shareholder or an entity controlled as per those provided at letter a);
d) he/she is the husband, relative or affinitive up to the fourth degree including of one of the natural persons provided at letters a)-c).
The proxy may not be substituted by another person. If the proxy is a legal entity, it may exercise its mandate by means of any person who is a part of the administration or management body or of its employees.
The deadline for submitting the powers-of-attorney is 24.04.2023, 11.00 a.m. hours. One signed copy of the power-of-attorney, containing the mention of conformity with the original, signed by the representative (in Romanian or English language) together with a copy of the identity card or the registration certificate of the represented shareholder will be submitted at the company’s headquarters in Bucharest, Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, A Building, A1 Wing, ground floor , District 1, or may be sent via e-mail with the extended electronic signature at the e-mail address email@example.com. Certified copies of the powers of attorney are withheld by the Company this being mentioned in the minutes of the shareholders’ meeting.
The shareholders may empower a credit institution which provides custodian services on the basis of a special power of attorney drafted under Rules no. 5/2018 and signed by the respective shareholder which shall be delivered together with a statement given on its own responsibility of the custodian institution which was so empowered where it shall be mentioned that:
i) the credit institutions provides custodian services for the respective shareholder;
ii) the instructions from the special power of attorney are identical with the instructions received through the SWIFT message received by the credit institutions in order to vote in the name of that shareholder;
iii) the special power of attorney is signed by the respective shareholder.
The Special Power of attorney and the statement mentioned above shall be submitted at the Company’s headquarters from Bucharest, Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, A Building, A1 Wing, ground floor, District 1, in original, signed and if applicable, stamped, or they can be sent by e-mail with extended electronic signature attached at firstname.lastname@example.org.
The shareholders registered on the reference date in the shareholders registry have the possibility to vote by correspondence, before the Ordinary General Meeting of Shareholders, by using the preprinted form of correspondence vote, in Romanian or English language. The preprinted form of correspondence vote signed, in original, or bearing the extended electronic signature, together with a copy of the identity card or the registration certificate of the shareholder, will be sent in original to its headquarters until 21.04.2023, up to 11.00 a.m. hours. Under the provisions of art 105 para 20 of the Law no 24/2017 in case a shareholder has expressed its vote by correspondence vote participates personally or by proxy to the general meeting, the correspondence vote expressed for that general meeting shall be annulled, being considered only the vote expressed personally or by proxy.
Also, in accordance with the provisions of article 105 para 23 index 3 of law 24/2017, the position of abstention adopted by a shareholder regarding the items on the agenda of the general meeting of shareholders does not represent an expressed vote.
Legal entities shareholders shall evidence the legal representative quality by a certificate issued by the trade registry presented in original or certified copy or any other document in original or certified copy issued by the competent authority in the state where the shareholder is duly registered which mentions the quality as legal representative. The documents in this respect shall be issued with maximum 3 months before 24.03.2023.
The documents which attest the quality of legal representative drafted in a foreign language other than English Language shall be accompanied by a translation, by an authorized translator, in Romanian or English language, without other additional formalities.
The documents, materials regarding the agenda, draft of decision and the correspondence vote form, available in both English and Romanian languages, will be at the shareholders’ disposal for consulting and if the case might be, completed under the provisions of art 117 para 6 of the Law no 31/1990, starting with 24.03.2023, 11.00 a.m. hours, at ALUMIL headquarters, at the Company’s secretariat during business days and on the website of the Company, https://www.alumil.com/romania/corporate/investor-relations .
The shareholders holding individually or jointly at least 5% of the social capital has/have the right:
(i) to insert new items on the agenda of the Ordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft decision proposed to be adopted by the general meeting; and
(ii) to submit draft decision for the items included or proposed to be included on the agenda of the general meeting.
These rights may be exercised in writing until 10.04.2023.
The company’s shareholders may raise questions, in writing, concerning the items on the agenda, and they must be submitted at the company’s headquarters together with copies of the documents allowing the identification of the shareholder until 21.04.2023, 11.00 a.m. hours.
In case on the above mentioned date for the Ordinary General Meeting of Shareholders the validity conditions provided by the companies Law and the Articles of Incorporation are not met, the Ordinary General Meeting of Shareholders is convened for the date of 27.04.2023 starting at 11.00 a.m. at the same address and having the same agenda.
Additional information may be obtained from the Secretariat of the Company, at the telephone number +4021 424.3456.
President of the Board of Directors