Alumil Rom Industry S A : OGSM & EGSM resolutions from April 27th, 2022

Current report

No. 6 Of April 27th, 2022

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

Date of report April 27th,2022

Name of issuing entity: SC Alumil Rom Industry SA Headquarters: Bucharest, Sos. Bucuresti Ploiesti nr. 42-44,

Complex Baneasa Bussines&Technology Park, A Building, A1 Wing, ground floor, district 1 Phone no./fax: [phone] , fax: [phone]

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 April 27th, 2022, hours 11.00, 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 14.04.2018 according to the evidence issued by Depozitarul Central S.A., gathered in the Ordinary 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 12 resolutions according to the issues on the agenda.

At the meeting there were present 6 shareholders, are present, 5 in person, 1 by representative, representing a total of 24.957.800 shares, meaning 79,86% of the company's share capital, the company issuing one category of shares.

The resolutions were adopted with unanimity of the present shareholders, except for decision no. 3 regarding the discharge of the directors, to which the present shareholders of the Board of Directors abstained, ie a number of 1 shareholder, holding 7,485,150 shares, representing 23.95% of the share capital of the Company.

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 27.04.2022, the shareholders adopted the following resolutions:

Art. 1. It is approved the Management Report of the Board of Directors regarding the activity and the individual financial situations of the Alumil Rom Industry SA for the year 2021.

Art. 2. It is approved the Report and the opinion of the financial auditor regarding the individual financial statements of the Company Alumil Rom Industry SA for the year 2021.

Art. 3. It is approved the individual financial statements of the Company Alumil Rom Industry SA for the fiscal year 2021, meaning: the statement of comprehensive income, the statement of financial position, the statement of cash flow, the statement of changes shareholders' equity, the notes to the financial statements, as follows:

	Total income	90.812.876 lei
	Total expenses	59.964.140 lei
	Net profit of the year	6.021.429 lei

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 the distribution of the net profit as follows:

Profit destination	2021
Reported results	7.633.618
Net profit to be distributed related to 2021	6.021.429
- legal reserves	-
- dividends	6.000.000
Net reported results	7.655.047

The value of the gross distributed which will be paid is of 0,192 lei/share, representing a gross dividend for the shareholders registered as such with the Shareholders' Registry as of 25.05.2022.

Art. 2. The tax on dividends will be calculated and withheld by ALUMIL ROM INDUSTRY SA and paid to the state budget under the legal provisions applicable.

Art. 3 Dividend payments shall be made to the shareholders starting with 16.06.2022, established as "payment dated", the calendar day when the payment of the dividends related to ALUMIL ROM INDUSTRY SA shares as it was established under the Ordinary General Shareholders' Meeting become due.

The dividend payment modalities and the relevant procedures shall be communicated to the shareholders in a further information.

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

Art. 1 It is approved the discharge of liability of the Comapny's administrators/directors for the financial year 2021.

The resolution is adopted with unanimity of votes of the shareholders present in person or by representative, who did not abstain from voting, according with the statutory provisions.

Resolution no. 4

Art.1. Approval to extend with 1 year of the external (statutory) auditor mandate of the company Accordserve Advisory S.R.L., a Romanian legal entity, registered with the Trade Registry under no. J40/3130/2001, UIC RO13788963, with headquarters in Bucharest, 7 Oitelor St., "APC House" Building, 1st floor, App. 3, district 4.

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

Resolution no. 5

Art.1. It is approved the Budget of Incomes and Expenses for the year 2022, as follows:

 Turnover	RON 106.771.305
 Result of exploitation	RON 7.636.094
 Net result	RON 6.233.719

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

Resolution no. 6

Art.1. It is approved the Remuneration Report drawn up under the conditions of art. 107 of Law no. 24/2017.

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

Resolution no. 7

Art.1. It is approved the renewal of the mandates for a new 4 years period in the same conditions to the following Company's Directors for Mr. Michail Sotiriou, Mr. Georgios Mylonas, Mr. Marius Ionita, Mrs. Evangelia Mylona, Mr. Georgios Doukidis.

The executive management of the company is empowered to sign on Company's behalf, the additional acts of extension under the same conditions of the Management Contracts for a new term of 4 years

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

Art.1. It is approved the date of 25.05.2022 as ,, registration date ", date which serves for identification of the sharehodlers benefitting of the effects of the Ordinary General Meeting of Shareholders.

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

Resolution no. 9

Art.1. It is approved the remuneration for the members of the Board of Directors of Alumil Rom Industry S.A. for the mandate granted amounting of 100 Euro net/year and for the President of the Board of Directors of Alumil Rom Industry S.A. amounting of 100.000 Euro net/year or RON equivalent of this remuneration at the exchange rate of National Bank of Romania for the payment date.

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 establishing the date of 24.05.2022 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.

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 establishing the date of 16.06.2022 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.

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. Michail Sotiriou, President of the Board of Directors, identified with Passport no. AT5090018 issued by the Greek Authorities on 03.04.2022 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.

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

B. On April 27th, 2022, 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 14.04.2018 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 6 shareholders, are present, 5 in person, 1 by representative, representing a total of 24.957.800 shares, meaning 79,86% of the company's share capital, 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 27.04.2022, the shareholders adopted the following resolutions:

Resolution no. 1

Art. 1 It is approved the extension of the credit facility amounting to 2.000.000 EUR with Banca Transilvania, under the credit agreement no. 2/BWI/2014 and the subsequent addendums, maintaining the collaterals already established and the maintenance of the mandate granted to Mr. Michail Sotiriou, under EGMS Decision no. 03/21.04.2016, for signing all the subsequent addendums necessary for the extension of the credit facility with Banca Transilvania.

Art. 2 It is approved the empowerment of Mr. Michail Sotiriou, greek citizen, domicilied in Romania, Bucharest, President of the Board 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, included but not limited to represent the Company with full powers in front of Banca Transilvania SA in order to develop in good conditions of the contracted facility (from this credit institution) having the right to sign any addendum(s) to the credit agreements no 2/BW/2014 which may have as object including but not limited to, extension of time limits, restructuring, rescheduling, decrease, modifying and adding to the guarantees structure at the necessary level to guaranteeing under the negotiations with the bank, as well as any other documents needed for the good development of the agreed credit facility.

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