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ALUMIL ROM INDUSTRY S.A. - ALU

Dividend payment - 2021

Release Date: 5/16/2022 8:30:10 AM

IRIS Code: 3CA29

                                                                                                                                                             

PROCEDURE

concerning the payment of dividends for the year 2021 by ALUMIL ROM INDUSTRY S.A.

 

Following the decision of the Ordinary General Meeting of Shareholders (“OGMS”) of ALUMIL ROM INDUSTRY S.A. dated April 27th 2022, ALUMIL ROM INDUSTRY S.A. announces the payment of dividends for 2021 financial year through the Central Depository S.A. (“Central Depository”) and BRD - Groupe Societe Generale (“BRD”) – selected payment agent – starting with June -16th 2022 (“Payment Date”), to the shareholders of ALUMIL ROM INDUSTRY S.A. listed in the Shareholders’ Registry maintained by Central Depository S.A. on registration date May -25th 2022 (“Registration Date”) and ex date 24.05.2022 (“ex date”).  

The gross value of dividend per share is RON  0.192, where applicable any withholding tax payable will be deducted prior to payment, at the legal rate.  

Dividends payment methods:  

1. Through Participants (Custodian Banks or Brokers): Individuals and legal entities/other entities having accounts opened with a Participant (an intermediary participating in the clearing-settlement and registry system of the Central Depository):  

For shareholders that are individuals, legal entities or other entities who, on the Registration Date, hold shares in Section II in ALUMIL ROM INDUSTRY S.A. Shareholders Registry in an account opened with a Participant, dividends shall be paid automatically by bank transfer through the Central Depository into Participants’ account on the Payment Date.

Non-resident shareholders with  an account opened with a Participant (Custodian Bank or Broker) who want to invoke for application of the more favourable provisions of a Double Tax Treaty concluded between Romania and their country of residence or the more favourable provisions applicable to non-resident pension funds (as defined in legislation of that EU Member State or of that EFTA State), must submit a valid tax residency certificate through their Participant, for the year in which the dividend is paid, within the validity period, in original or legalized copy, with apostille/super legalization if the case, accompanied by an authorized translation, and also contact details for possible clarifications regarding the tax residency certificate (in the case of non-resident pension funds, documents set forth in point 2.2. in Annex 1 concerning non-resident pension funds shall also be submitted):

 

-  until 09.06.2022 , at ALUMIL ROM INDUSTRY S.A. address in Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, Cladirea A, Aripa A1, pater, sector 1, cod postal 013696, Bucharest, mentioning “Dividends 2021”.

ALUMIL ROM INDUSTRY S.A. is not responsible for non-application of aforesaid favourable tax treatment if documents and / or possible clarifications requested are not submitted in due time. 

 

 

 

In the case of non-resident shareholders represented by a Participant, ALUMIL ROM INDUSTRY S.A. shall withhold dividend tax from the gross dividend at the standard tax rate in force provided by the Romanian Tax Code if:

- The shareholder did not sent complete and correct tax documents (including documents set forth under Annex 1 point 2.2., concerning non-resident pension funds) and any related clarifications requested, until 09.06.2022.

 

 

2. Only for payments through bank transfer as per shareholder’s request addressed directly to the Central Depository 

The shareholders not represented by Participants can ask to Central Depository to receive any due amount of money through bank transfer into a bank account, irrespective of the issuer distributing such money, and such option remains valid for future distribution unless expressly notified otherwise. In order to benefit of this payment method, shareholders are invited to contact directly the Central Depository to the e-mail address: dividende@depozitarulcentral.ro  

 

3. Through the payment agent – BRD Groupe Societe Generale

 

i. In cash: only for private individuals who do not have a bank account opened with a Participant: at BRD cash desks, in any BRD unit  

For private individual shareholders who do not fall underpoint 1 and 2, dividend payment shall be made in cash at BRD cash desks, in any BRD unit. The list of BRD units is available at website http://www.brd.ro/banca/retea-unitati/

ii. Through bank transfer: private individuals and legal entities / other entities who do not have a bank account opened with a Participant  

The shareholders, private individuals and legal entities / other entities who intend to receive payment of dividends through bank transfer may request to BRD the payment by bank transfer, by submitting to BRD cash desks the supporting documents set forth in Annex 1.  

iii. For legal entities, payments are made only by bank transfer

* * *

For non-resident shareholders who opt for payment methods shown in items 2 and 3 (respectively who do not have an account opened with a Participant): 

For payments made through bank transfer / in cash on the Payment Date (16.06.2022 ) in case of non-resident shareholders who do not have an account opened with a Participant and who want to invoke for the application of the more favourable provisions of a Double Tax Treaty concluded between Romania and their country of residence or the more favourable provisions applicable  to non-resident pension funds (as defined in the legislation of that EU Member State or of that EFTA State), tax documents must be received until 09.06.2022 at ALUMIL ROM INDUSTRY S.A.’s address at Sos.Bucuresti-Ploiesti, no 42-44, Complex Baneasa Business&Technology Park, Cladirea A, Aripa A1, pater, sector 1, cod postal 013696, Bucharest, mentioning “Dividends 2021”. Payment through bank transfer / in cash performed on the Payment Date (16.06.2022) shall be made by BRD provided all documents requested for payment, as set procedure, are submitted. 

 

After the Payment Date, BRD shall pay net dividends no more than two working days after reception by BRD of the application for bank transfer payment, accompanied by full and accurate supporting documents and any possible clarifications requested. The date when shareholder’s bank account is actually credited depends on the inter-bank business and on the chain of correspondent banks. 

* * *

In case the supporting documents are issued in another language, than Romanian and / or issued by foreign authorities, they must be submitted with apostille / supra-authentication if the case, accompanied by legalised Romanian translation.

 

The holder of the bank account where transfer of net dividends is requested must be the respective shareholder or as the case may be his representative. 

 

Fees applied by BRD and Central Depository for payment of net dividends in RON are borne by ALUMIL ROM INDUSTRY S.A. 

 

Payment of net dividends due to ALUMIL ROM INDUSTRY S.A. shareholders for 2021 financial exercise is subject to general provisions concerning time bar, being time barred any payment request made after June 16th 2025, respectively within 3 (three) years after June16 th  2022. 

BRD and Central Depository, as the case may be, reserve the right to request from the shareholder / his representative additional documents following applications for payment of ALUMIL ROM INDUSTRY S.A. dividends. Additional data on dividend payment procedure may be requested from:

- Payment agent BRD at e-mail address titluri@brd.ro or phone numbers:+4 0726 336 037, +4 0722 642649 sau +4 0722 539 829. 

- To Central Depository, at e-mail address dividende@depozitarulcentral.ro

- For any other questions concerning ALUMIL ROM INDUSTRY S.A. dividends or shares, please contact Investor Relations Department of ALUMIL ROM INDUSTRY S.A.  at phone numbers +4 021 424 3456 or +4 021 424 3457.

 

Marius Ionita                                                                                                Ciprian Balasca

General Manager                                                                                      Chief Financial Officer

 

Annex 1 – Supporting documents for dividend payment

1. CASH PAYMENTS

1.1 In case of resident individuals presenting in person to the BRD branches, the dividend payment shall be made based on the identity document bearing the personal identification number (P.I.N);

 

1.2 In case of non-resident individuals presenting in person at the BRD branches the payment of dividends shall be made upon presentation of a document which identifies the shareholder having submitted data that must comply with the shareholder who is registered in the records of the Central Depository;

1.3 In case of individuals under 14 years age, the payment of dividends shall be made through the respective legal representative – tutor/parent of the minor, based on the following documents: the identity document of the tutor/parent of the minor bearing the personal identification number (P.I.N.) + 1 certified as a „true copy” photocopy (the photocopy will be retained by the Payment Agent), shareholder’s birth certificate bearing the P.I.N. + 1 certified as a „true copy” photocopy (the photocopy will be retained by Payment Agent), the legal document establishing tutorship where the tutor is not a parent + 1 certified as a „true copy” photocopy (the photocopy will be retained by Payment Agent);

1.4 In case of individuals  – disabled individuals, the payment of dividends shall be performed through the conservator of the respective curator, based on the following documents: the identity document of the curator bearing the personal identification number (C.N.P.) + 1 certified as a „true copy” photocopy (the photocopy will be retained by the Payment Agent), shareholder’s identity document bearing the personal identification number (P.I.N.) + 1 certified as a „true copy” photocopy (the photocopy will be retained by Payment Agent); the legal document establishing the trusteeship + 1 certified as a „true copy” photocopy (the photocopy will be retained by the Payment Agent);

1.5 In case of individuals who do not present in person, but empowering a different person for such purposes, the dividends shall be paid to the respective empowered person based on the following documents: special power of attorney notarised by a notary public, which contains the mandate to receive the distributed amount, issued by no more than 3 years before the payment date, except where the power of attorney has a duration of more than 3 years and is still valid on the date of payment + 1 certified as a „true copy” photocopy (the photocopy will be retained by Payment Agent) and the identity document of the representative bearing the personal identification number (P.I.N.) + 1 certified as a „true copy” photocopy (the photocopy will be retained by Payment Agent); 

Note 1: In case of co-owners, the payment will be processed under condition that all the co-owners present themselves at BRD, in person or by legal or conventional representative.

Note 2: The documents in a foreign language shall be submitted with a certified Romanian translation, and documents in a foreign language issued by a foreign authority shall be apostilled or super legalized, as applicable.

 

Note 3: In case of payments by bank transfer to other banks than BRD, to above documents are attached the bank statement certified by the bank who requested the transfer of the dividends or supporting document issued by the bank which establishes the bank account holder mentioned above. The account holder can be only the shareholder or, if applicable, his representative.

 

Exceptions:

There will be no net dividend payments at the counter in the following cases:

- The shareholders whose P.I.N. from identity documents presented to the BRD branches are not in accordance with the records of the Payment Agent received from the Central Depository. They will be guided to the Central Depository.

- The heirs of shareholders, based on the inheritor certificates. They will be guided to the Central Depository.

2. PAYMENTS BY BANK TRANSFER

The shareholders individuals and legal persons/other entities asking the payment of dividends by bank transfer may request such payment to BRD as of the payment date (16.06.2022), supported by the following documents: 

 

2.1 The shareholders who are individuals, in person or through legal or conventional representative shall be submit the following documents:

Ø  a copy of the valid identification document containing the personal identification number – certified as a „true copy” by the holder;

Ø   bank statement of account or another document issued by the bank if the mentioned account is opened in another bank than BRD GSG whereby the bank certifies the existence of the account in the name of the shareholder and indicates the related IBAN code, in original;

Ø  a copy of the documents certifying the quality of the signatory as legal or conventional representative, if applicable – certified as a “true copy” by the holder.

2.2 The shareholders who are legal persons/other entities by legal or conventional representative shall be submit the following documents:

 

Ø  A copy of the registration certificate - certified as a “true copy” by the holder;

Ø  A copy of the document attesting the capacity of legal representative of the company (certificate of status issued by the Trade Register/the equivalent entity – for foreign entities) - certified as a “true copy” by the holder;

Ø  A copy of the documents attesting the capacity as a conventional representative of the signatory of the request, if applicable - certified as a “true copy” by the holder;

Ø  Bank account excerpt or another document issued by the bank if the mentioned account is opened in another bank than BRD GSG whereby the bank certifies the existence of the account in the name of the shareholder – legal person and indicating the related IBAN code, in original.

 

In the case of pension funds:

- A copy of the valid identification document of the legal representative of the fund’s management company, within its validity period – identity card with P.I.N. for Romanian citizens or passport with registration number for foreign citizens;

- A copy of the certificate of status of the fund’s management company/other equivalent document issued no more than 3 months before, indicating the legal representative of the fund’s management company; 

- Copy of the registration certificate/other equivalent document of the fund’s management company; 

- Copy of the regulatory authority’s decision authorizing the pension fund and its management company;

- In the case of non-resident pension funds: the tax residence certificate, in original or legalized copy, apostilled/super legalized, if the case, and accompanied by a Romanian authorized translation, an affidavit whereby the legal representative of the fund’s management company declares that the authorization of the pension fund and its management company is valid as at the payment date, for pension funds as defined under the legislation of the EU or EFTA Member State, and, if available, information with regard to an official website of the regulatory authority of the country of origin where the status of the pension fund can be verified.

 

2.3 The documents in a foreign language shall be submitted with a notarised Romanian translation, and documents in a foreign language issued by a foreign authority shall be apostilled/super legalized, as applicable.

 

Note: no payments shall be authorized on the basis of certificates of inheritance. Such payments shall be subject to point 4 „Deceased shareholders”. 

 

3. Co-ownership shares

The payment of dividends for co-ownership shares shall be performed as follows: 

 

3.1. In case of payments by bank transfer, the dividends payable to co-owners shall be paid in the bank account indicated by all the shareholders under the common request submitted to BRD. 

3.2. Cash payments shall be disbursed provided that all the co-owners present themselves at BRD, in person or by legal and/or conventional representative and submit the above mentioned documents for cash payments. 

3.3. In case of payments to shareholders with an account opened with the Participant, the dividends payable to the co-owners shall be paid to the relevant Participant.  

3.4. Where the co-owners request both the registration by the Central Depository of the direct transfer of ownership over the financial instruments following the termination of the co-ownership pursuant to the applicable legal provisions, and the direct payment to each of the co-owners proportionally with the number of shares under exclusive ownership, the Central Depository shall block the payment of dividends, and the dividends shall be paid to each former co-owner in accordance with this procedure. 

4. Deceased shareholders

4.1. Where the Shareholders’ Registry contains persons who are deceased as at the Registration Date, the dividends shall be paid only after the request by the heir(s) and registration by the Central Depository of the direct transfer of ownership over the financial instruments as effect of the inheritance, pursuant to the legal provisions in force, as well as the request for payment of dividends not paid to the deceased.  

 

 

 

 Marius Ionita                                                                                                Ciprian Balasca

General Manager                                                                                  Chief Financial Officer

 



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