It was approved today (9.12.2024) by its extraordinary General Assembly Aluminum the break-up by spin-off of the industry foundry and of its contribution to a new company with the name “NEW ALUFONT SOLE JOINT STOCK COMPANY”.
11 shareholders representing 26,321,269 shares and voting rights participated in the General Assembly and voting in person or by proxy, i.e. 81.20% of the total paid-up share capital and voting rights of Alumil.
Alumil’s announcement is as follows: The joint-stock company with the name “ALUMIL, ALUMINUM INDUSTRY JSC” (hereinafter, the “Company”) announces, in accordance with the provisions of article 4.1.1. par. 3. of the Regulations of the Athens Stock Exchange, as applicable, that on December 9, 2024, Monday at 11.00 a.m., the Extraordinary General Meeting of the Company’s shareholders was held, at the Company’s branch in Thessaloniki (Iatrou Gogoussi 8 – 56429, Nea Efkarpia Thessaloniki).
Eleven (11) shareholders representing 26,321,269 shares and voting rights participated in the General Assembly and voting in person or by proxy, i.e. 81.20% of the Company’s total paid-up share capital and voting rights. The Extraordinary General Meeting of the Company’s Shareholders, being in a legal quorum and meeting validly on the sole item on the agenda, discussed and took the following decisions on it: On the sole item on the agenda, the Chairman of the General Assembly informed the shareholders of the following, in relation to the proposal to split the company with the name “ALUMYL, INDUSTRY ALUMINUM STOCK COMPANY” through the contribution of the “Smelter Branch” to a new company:
1. On 05.07.2024 the Board of Directors of the Company decided to initiate the process of separation by spin-off of the Smelter Branch (hereinafter “Branch”) and its contribution to a new company (hereinafter the “Beneficiary”) with the name “NEW ALUFONT SOLE REPRESENTATIVE COMPANY” ” (“Beneficiary”), based on provisions of paragraph 3 of article 57, articles 59 – 74 of Law 4601/2019, of L. 4548/2018 and N.D. 1297/1972, as amended and in force (hereinafter the “Dissolution”). 30.06.2024 was set as the date of preparation of the Demerger Accounting Statement – Transformation Balance Sheet of the Branch.
2. Subsequently, the Company’s Board of Directors drew up the Draft Demerger Agreement in accordance with the provisions of articles 59 par.3 and 74 para.2 of Law 4601/2019 (hereinafter the “Draft Demerger Agreement”). The Draft Demerger Agreement was approved by the Company’s Board of Directors on 01.10.2024 and was signed on the same day by its authorized representatives. The Draft Demerger Agreement was registered on 15.10.2024 in the GEMI of the Ministry of Development, with Registration Code No. 4518289 (related announcement with prot. no. 3410767/15.10.2024). The President read the Draft Demerger Agreement.
3. In addition to the above, the Chairman of the Board of Directors reminded that the “Explanatory Report of the Board of Directors on the Draft Demerger Agreement with Spin-off of Branch and Formation of a New Company was prepared by the Board of Directors of the Company in accordance with article 61 of Law 4601/2019 ” (hereinafter the “Explanatory Report”). The Explanatory Report was approved by the Company’s Board of Directors on 01.10.2024 and was signed on the same day by its authorized representatives. The Explanatory Report was registered on 15.10.2024 in the GEMI of the Ministry of Development, with Registration Code No. 4518327 (related announcement with prot. no. 3410772/15.10.2024). The President read the Explanatory Report of the Board of Directors.
4. In addition, the Certified Auditors Accountants etc. Konstantinos Koutroulos, (AM SOEL 25701) and Athanasios Roylos (AMSOEL 18921) of the Company of Chartered Auditors and Accountants “COMPASS Chartered Auditors & Consultants M.IKE”, carried out the valuation of the assets and liabilities of the Branch with a reference date of Balance Sheet Transformation of the Branch, as well as the preparation of the relevant Valuation Report from 30.09.2024 based on article 17 of Law 4548/2018 (hereinafter “the Valuation Report”). The Appraisal Report was published in the Company’s section at GEMI on 15.10.2024 (with registration number 4518371 and No. of Announcement 3410795/15.10.2024).
5. Furthermore, the President reminded the members that in order to confirm the above, the Board of Directors, with its decision of 05.07.2024, commissioned the auditing company with the name “COMPASS Certified Auditors & Consultants M.IKE”, and in particular to the sworn auditors Konstantinos Koutroulos (A.M. S.O.E.L. 25701) and Athanasios Railos (A.M. S.O.E.L. 18921) the overview of the terms of the above Draft Demerger Agreement, in accordance with the provisions of article 62 of N4601/2019 and the wording of the, by law, required opinion in a relevant Opinion/Expert Report (hereinafter the “Expert Report”). The Expert Report in question was published in the Company’s section of GEMI on 15.10.2024 (with registration number 4518333 and No. first Announcement 3410788/15.10.2024).
6. Subsequently, the President stated that in accordance with article 63 of Law 4601/2019, a period of one month has passed since the publication of the Draft Demerger Agreement, i.e. from 15.10.2024, during which the shareholders of Company had the right to obtain knowledge at its registered office of the documents provided for in article 63 par.1 approx. a, b, d and e of Law 4601/2019 and in particular the Draft Demerger Agreement, the annual financial statements and the annual management reports of the Company’s Board of Directors for the last three (3) years, the Explanatory Report of the Board of Directors in accordance with article 61 of Law 4601/2019 and the Expert Report according to article 62 of Law. 4601/2019. The President noted, finally, that an accounting statement was not required according to c. c’ of par.1 of article 63 of Law 4601/2019 given that the Company publishes a six-monthly financial report, in accordance with the provisions concerning the obligations of permanent and periodic information of the issuers of securities, which have been introduced for trading on an organized or in a Multilateral Negotiating Mechanism (PMD) and which is available to shareholders (article 63 par. 2(a) of Law 4601/2019).
7. In addition, the deadline of thirty (30) days for the submission of objections by creditors against the Demerger was observed, in accordance with article 65 par.1 of Law 4601/2019. The President pointed out that no relevant objection was raised within the above deadline. After this, a dialogic discussion followed and the General Meeting of Shareholders, taking into account the above, unanimously decides, with 26,321,269 votes out of a total of 26,321,269 votes cast, the following:
- Approves from 01.10.2024 the “Draft Demerger Agreement of the joint-stock company with the name “ALUMYL, ALUMINUM INDUSTRY JSC” for the spin-off of the Foundry branch with the establishment of a new company pursuant to Law. 4601/2019, the provisions of Law 4548/2018 on joint-stock companies and the N.D. 1297/1972, as amended and in force”.
- Approves the Demerger Accounting Statement – Transformation Balance Sheet dated 30.06.2024, after the relevant inventory of the Branch’s assets, which was carried out for this purpose.
- It validates and adopts the content of the decisions of the Board of Directors from 05.07.2024 and 01.10.2024, with renewal by presenting the mandate and authorization to the Chairman of the Board of Directors and CEO Mr. Georgios Mylonas, to sign on behalf of the Company the definitive deed of demerger and any other required document or statement as well as to take any other action related in any way to the completion of the demerger process.
- It certifies that the right of full access of the shareholders to the documents provided for in cases a’, b’, d’ and e’ of paragraph 1 of article 63 of the Law was granted. 4601/2019, without submitting an objection or objection.
- It certifies that there have been no objections from shareholders, employees, creditors or third parties to the impending split.
- Approves all actions taken to date in relation to the present division by spin-off.
- Approves the division of the company with the name “ALUMYL, ALUMINUM INDUSTRY LIMITED LIABILITY COMPANY”, with a contribution of the Smelter Branch to a new limited liability company, based on the provisions of paragraph 3 of article 57, articles 59 – 74 of Law. 4601/2019, of Law 4548/2018 and ND 1297/1972, as amended and in force with the more specific conditions referred to in the above approved Draft Demerger Agreement.
- Approves the Statute of the Beneficiary newly established company, which includes the election of its first Board of Directors as well as the election of the Certified Auditors for the audit of the annual financial statements for the first corporate year.