ALUMIL ROM INDUSTRY S.A. - ALU

OGSM & EGSM resolutions 08.05.2026

Published: 5/8/2026 12:58:10 PM

IRIS Code: 337A7


Body

 

Current report

No. 7 Of May 08th, 2026

 

 

The current report in conformity with art 122 et seq. of Law no 24/2017 and art. 116 et seq of NSC Regulation no. 5/2018

 

Date of report May 08th,2026

Name of issuing entity: Alumil Rom Industry SA

Headquarters: Bucharest, Sos. Bucuresti-Ploiesti no. 42-44,

Complex Baneasa Bussines&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: J1997008540401

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 May 08, 2026, at 11.00 a.m., the shareholders of ALUMIL ROM INDUSTRY S.A. (hereinafter referred to as "Alumil"), an open-ended joint stock company with a share capital of RON 6,250,000 divided into 31,250,000 shares with a nominal value of RON 0.2, held by the shareholders registered in the Shareholders' Register on 29.04.2026 according to the records issued by Depozitarul Central S.A., met in the Ordinary General Meeting of Shareholders in Bucharest, Sos. Bucharest-Ploiesti no. 42-44, Baneasa Business & Technology Park Complex, Building A, A1 Wing, ground floor, sector 1, at the first convocation of the President of the Board of Directors of the Company, according to the legal provisions in force and to the Company’s Constitutive Act and adopted 12 resolutions according to the issues on the agenda.

 

The meeting was attended by a number of 7 shareholders, of which 6 personally, 1 through a representative, representing a total of 24.957.950 shares, i.e. 79,8654% of the share capital of the company, the company being the issuer of a single category of shares.

 

The decisions were adopted unanimously by the shareholders present, with the exception of decision no. 3 regarding the discharge of the directors, against which the members of the Board of Directors present abstained, i.e. a number of  1 shareholder, holding 0.0019% of the Company's share capital.

 

RESOLUTIONS OF THE ORDINARY GENERAL MEETING

 

The President of the Board of Directors has summoned the Ordinary General Meeting of Shareholders according with the statutory provisions and following the debates written in the Minutes of the Ordinary General Meeting of Shareholders dated on 08.05.2026, the shareholders adopted the following resolutions:

 

Resolution no. 1

 

Art. 1. The Annual Report of the Board of Directors regarding the Company's activity and the individual financial statements of Alumil Rom Industry SA for 2025 are approved.

Art. 2. The Report and opinion of the financial auditor regarding the individual financial statements of Alumil Rom Industry SA for 2025 are approved.

Art. 3. The individual financial statements of Alumil Rom Industry SA for the fiscal year 2025 are approved, respectively the statement of the overall result, the statement of the financial position, the statement of cash flows, the statement of changes in equity, notes to the financial statements, as follows:

 

·         Net sales revenue                                        118.924.302 RON

·         Cost of Sales                                                 79.479.631 RON

·         Net profit for the year                                        6.250.341 RON

 

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 2

 

Art. 1. The distribution of the net profit is approved as follows:

 

Profit destination

2025

Result carried forward

8.174.148

Net profit to be distributed for 2025

6.250.341

 - legal reserve

 

 - Dividend

6.250.000

Result net reports

8.174.489

 

The value of the gross dividend to be paid is RON 0.2/share, representing the gross dividend for shareholders registered in the Shareholders' Register on 09.07.2026.

Art. 2. The dividend tax will be calculated and withheld by ALUMIL ROM INDUSTRY SA and paid to the state budget in accordance with the applicable legal provisions.

Art. 3. The payment of the net dividends will be made to the shareholders starting with 27.07.2026, established as the "payment date", the calendar date on which the distribution of the dividends related to the shares of ALUMIL ROM INDUSTRY SA, as established by the Resolution of the Ordinary General Meeting of Shareholders, becomes certain.

 

The payment methods and procedures for the payment of dividends will be made known to the shareholders through a subsequent press release.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

 

Resolution no. 3

Art. 1.  The discharge of the company's directors for the financial year 2025 is approved.

The resolution is adopted with the majority of the votes of the shareholders present who did not abstain from voting, according to the statutory provisions. 

 

Resolution no. 4

Art.1. It is approved the extension for a period of 1 year of the mandate of the external auditor

(statutory) of the company, the company Accordserve Advisory S.R.L., the Romanian legal entity, registered in the Trade Register under no. J2001003130408, fiscal code RO13788963, headquartered in Bucharest, 7 Oitelor Street, "APC House" Building, 1st Floor, Ap. 3, Sector 4 legally represented by Mr. Trapezaris Andreas.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 5

Art.1. The Income and Expenditure Budget for 2026 is approved, as follows:

 

•           Turnover                                                           125.978.437  RON

•           Operating result                                                      7.639.145  RON

•           Result net                                                             5.904.207  RON

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 6

Art.1. The Remuneration Report for the year 2025 prepared under the conditions of Article 107 of Law no. 24/2017 is approved.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 7

Art.1. The extension of the mandates of the members of the Board of Directors of the Society of Mr. Georgios Mylonas, Mrs. Evangelia Mylona, Mr. Georgios Doukidis, Mr. Marius Ionita, Mr. Pananos Athanasios for a new period of 4 years is approved.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

 

Resolution no. 8

Art.1. The date of 09.07.2026 is approved as the "registration date", the date that serves to identify the shareholders on whom the effects of the resolutions of the Ordinary General Meeting of Shareholders are reflected.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 9

Art.1. The remuneration of the President and members of the Board of Directors of Alumil Rom Industry S.A. in the amount of 100 Euro net/year or the equivalent in RON of this remuneration at the exchange rate of the National Bank of Romania valid on the date of payment is approved.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 10

 

Art.1. It is approved to establish the date of 08.07.2026 as the "ex date", the calendar date from which the shares of ALUMIL ROM INDUSTRY S.A., object of the Resolution of the Ordinary General Meeting of Shareholders, are traded without the rights deriving from that decision.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

Resolution no. 11

 

Art.1. It is approved to establish the date of 27.07.2026 as the "payment date", the calendar date on which the distribution of dividends related to the shares of ALUMIL ROM INDUSTRY SA, as established by the Resolution of the Ordinary General Meeting of Shareholders, becomes certain.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

Resolution no. 12

 

Art.1. The mandate of Mr. Marius Ionita General Manager member of the Board of Directors, identified with the I.C. series RD no.835720 issued by SPCEP S5 office no.2 on 22.03.2017, for signing on behalf of the shareholders the decisions taken at the Ordinary General Meeting of Shareholders and carrying out all the formalities required by law for the registration and application of the adopted decisions as well as for the valid signature in the name and on behalf of the Company of any contracts or other legal acts subsequent to these decisions, including the management contract concluded with the new member of the Board and the updated Articles of Incorporation.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

B. On May 08th, 2026, hours 11.30, the shareholders of the Company ALUMIL ROM INDUSTRY S.A. (hereinafter “Alumil”), a joint stock company of open type with a share capital of ron  6,250,000 divided into 31.250.000 shares in nominal value of lei 0,2, held by the shareholders registered in the Shareholders’ Registry on 29.04.2026 according to the evidence issued by Depozitarul Central S.A., gathered in the Extraordinary General Meeting of Shareholders in Bucharest, Sos. Bucuresti Ploiesti no. 42-44, Complex Baneasa Bussines&Technology Park, A Building, A1 Wing, ground floor, district  1, upon the first summons of the President of the Company’s Board of Directors, according to the legal provisions in force and to the Company’s Constitutive Act and adopted 4 resolutions according to the issues on the agenda.

 

At the meeting there were present a number of 7 shareholders, of which 6 personally, 1 through a representative, representing a total of 24.957.950 shares, i.e. 79,8654% of the share capital of the company, the company issuing one category of shares.

 

The resolutions were adopted with unanimity of the present shareholders.

 

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING

 

The President of the Board of Directors has summoned the Extraordinary General Meeting of Shareholders according with the statutory provisions and following the debates written in the Minutes of the Extraordinary General Meeting of Shareholders dated on 08.05.2026, the shareholders adopted the following resolutions:

 

 

Resolution no. 1

 

Art. 1 It is approved the extension of the Global Operating Ceiling credit facility, in the amount of EUR 4,000,000 contracted from Banca Transilvania SA, for a period of 24 months according to credit agreement no. 2/BWI/2014 and subsequent addenda, maintaining the guarantees already established and maintaining the mandate granted to Mr. Marius Ionita, by decision of the Board of Directors no. 02/08.08.2024, for signing all subsequent addenda, necessary for the extension of the credit facility at Banca Transilvania.

 

Art. 2 It is approved the empowerment of Mr. Marius Ionita, Romanian citizen, domicilied in Romania, Bucharest, General Manager and member of the Board of Directors of the Company in order to represent the Company with full powers before Banca Transilvania SA, in order to carry out in good conditions the contracted facility (from this banking institution), having the right to sign any additional act(s) subsequent to the credit agreement no. 2/BWI/2014, which may have as object, including, but not limited to, the extension of deadlines, restructuring, rescheduling, diminishing, modifying and supplementing the guarantee structure at the level of the necessary to be guaranteed according to negotiations with the bank, as well as any other documents necessary for the smooth running of the contracted credit facility.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 2

 

Art. 1 It is approved establishing the date of 09.07.2026 as ,,registration date", date which serves for identification of the shareholders benefitting of the effects of the Extraordinary General Meeting of Shareholders.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 3

 

Art.1. It is approved establishing the date of 08.07.2026 as,,ex date" day, the calendar day from which the shares of ALUMIL ROM INDUSTRY S.A., object of the Extraordinary General Meeting of Sharehodlers  decision will be traded without the rights which derives from the respective decision.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

Resolution no. 4

 

Art.1  It is approved the empowerment of Mr. Marius Ionita General Manager and member of the Board of Directors of the Company, to sign in the name and on behalf of the shareholders all the decisions taken within the Extraordinary 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.

 

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative.

 

 

General Manager

Marius Ionita