AGM Information • Jul 5, 2024
AGM Information
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Str. Condorilor Nr. 9, Bacau, 600302; lnmatriculat cu Nr. J04l1 13711 991-R-C.Bacau; Cod Unic de lnregistrare: RO 950531; Capital Social: 48.728.784 lei Tel +4A234.575070: Fax: +40234.572023 I 572259 e-mail: [email protected]; Website: htlp://www.aerostar.ro
Name of issuer: AEROSTAR S.A. Registered headquarters: BACAU, No.9 Condorilor Street Telephone : + 40 23 4.57 5.070 ; Fax : *40 23 4.57 2.023 I 57 2.259 Sole Registration No: 950531 Trade Register Number: J04l ll37 I 1991 LEI : 315700G9KRN3BDOBB73 Webie-mail : www.aerostar.ro, [email protected] Share capital, subscribed and paid : 48.7 28.7 84 LE,I Regulm market on which the issued shares are traded: Bucharest Stock Exchange (symbol *ARS")
Important corporate event to report:
o The Resolutions of the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. held on July 4th, 2024, at the lirst convening of the shareholders.
In accordance with Law no. 3111990 regarding the companies, Law no. 24/2017 regarding the issuers of financial instruments and market operations and Regulation no. 512018 of the Financial Supervisory Authority (ASF), the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. was held on July 4tr, 2024, at the first convening of the shareholders, at its headquarters in Bacau, 9ft Condorilor street, starting 13:00 hrs.
The Convening of the General Meeting was published in accordance with all applicable laws and all the support documents for the proposed agenda of the General Meeting were available at the headquarters of the Company and online, on the Company's website www.aerostar.ro, section Investors Relation > General Meetings.
Following the meeting, the shareholders have adopted resolutions for all the points on the agenda, which can be found in the attached document.
The Resolutions of the OGMS held on July 4fr, 2024.


Str. Condorilor nr.9, Bacau 600302; lnmatriculat cu nr: J041113711991-R.C.Bacau; Cod Unic de lnregistrare: RO 950531; Capital social: 48.728.784\ei Tel:+40234.57 507 0 ; F ax:+ 40234.57 2Q23; 57 2259 e-mail:[email protected] ; Website :http//www.aerostar.ro
The Ordinary General Meeting of Shareholders (OGMS) of AEROSTAR S.A. (the "Company"), with the head office in Bac[u, 9ft Condorilor Street, registered with the National Trade Register Office under number J04lll37ll991 and having sole registration number 950531, convened and conducted in accordance with statutory provisions on the date of July 4fo, 2024, where 87.9310% of the share capital was present or represented, that is 133.899.102 shares of the total of 152.277.450 shares,
Based on the Law on Companies no 31/1990, republished, the Law no. 24120t7 regarding the issuers of financial instruments and market operations, the A.S.F. @inancial Supervisory Authoriry) Regulation no. 512018 regarding the issuers of financial instruments and market operations, and of the Constitutive Deed of the Company,
Sole article. Approves with unanimity of the votes cast, in accordance with the provisions of art. 129, paragraph (2) ail paragraph (5) of the Law no. 3lll990 on companies, the election of the General Meeting's secretariate, composed from:
Article 1. Elects, by secret ballot, the Board of Directors of the Company, consisting of five (5) members, for a4-year mandate, starting July 11fi,2024 and up to July l}fi,2}2S,respectively:
Article 2. Starting July l!fi, 2024, the Board of Directors member mandate for Mr. Mihail-Nicolae TONCEA and Mr. Daniel VinNA, ceases by law, as a result of completion of the term.
Article 3. The General Meeting of the Shareholders takes note of the resolutions adopted by the Board of Directors, on their fust held meeting, regarding:
Article L. Approves with unanimity of the votes cast the establishment, for each of the members of the Board of Directors, for the financial year 2024 (July I th,2}24 to December 31"t,2024) of a monthly, net, fixed remuneration of the equivalent in LEI of 1.000 EURO.
Article 2. Approves with unanimity of the votes cast the establishment of the maximum level of the supplemental remunerations for the members of the Board of Directors that also have executive duties, to a monthly, net, fixed value of maximum ten (10) times (inclusively) the remuneration established for a member of the Board of Directors, in accordance with Article 1.
Article 1. Approves with unanimity of the votes cast the establishment of the general conditions of the mandate contracts that will be signed with the members of the Board of Directors, for the mandate beginning July 1 ln, 2024.
Article 2. Approves with unanimity of the votes cast the empowering of Mr. Razvan-Alexandru BEJENARU as a representative of the General Meeting of the Shareholders, to edit and sign, with every member of the Board of Directors, the mandate contract respective to them.
Article 1. Elects, by secret ballot, the members of the Audit Committee, in accordance with art. 65 of the Law no. 1621201,7 regarding the statutory audits of the annual financial situations and the consolidated annual financial situations, for the period between July 1Llfr,2024- July l}*",2}zS,respectively:
Article 2. Approve s with unanimity of the votes cast the establishment of the remuneration for members of the Audit Committee, for the activity performed starting July 1 Lfi, 2024, to a monthly fixed value of half (50%) of the value of the fixed remuneration established for the members of the Board of Directors for their mandate beginning July I 16,2024.
Article 3. Approves with unanimity of the votes cast the establishment of the general conditions of the contracts that will be signed with the members of the Audit Committee, for the activity performed beginning July 1 ln, 2024.
Sole Article. Approves with unanimity of the votes cast the date of July 23'dr2024 as Record Date (exdate, July 22dr 2024) for the shareholders under the effect of the resolutions adopted by the General Meeting of the Shareholders.
SoleArticle.Approves withunanimity of thevotes cast,to empowerthe General Directorofthe Company, Mr. Alexandru FILIP, with the possibility of substitution, to:
President Qfrectors of AER Mr.
| FOR | AGAINST | ABSTAIN | NULL/VOID | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GENERAL MEETING RESOLUTION No. (20241 |
Total Cast Votes |
No. of votes | Percentage of total cast votes |
Social Capital Percentage |
No. of votes |
Percentage of total cast votes |
Social Capital Percentage |
No. of votes | No. of votes | |
| 15 | 133,899,102 | t33,899,t02 | 10000.0000% | 87.93L0% | 0 | 0.0000% | 0.0000% | 0 | 0 | |
| .6 | Grieore F. | 733,899,702 | 133,899,102 | 10000.0000% | 87.93LO% | 0 | 0.0000% | 0.0000% | 0 | 0 |
| .6 | Doru D. | L33,899,LOz | L33,894,162 | 9999.63L7% | 87.9278% | 0 | 0.0000% | 0.0000% | 4,940 | 0 |
| .6 | Alexandru F. | 133,899,LOz | L33,899,102 | 10000.0000% | 87.93LO% | 0 | 0.0000% | 0.0000% | 0 | 0 |
| .6 | Radu-Tudor T. | L33,899,LOz | 133,899,102 | 10000.0000% | 87.9310% | 0 | 0.0000% | 0.0000% | 0 | 0 |
| .6 | Liviu-Claudiu D. |
L33,899,L02 | 133,899,L02 | 10000.0000% | 87.9310% | 0 | 0.0000% | 0.0000% | 0 | 0 |
| L7 | L33,899,L02 | 133,899,L02 | 10000.0000% | 87.9310% | 0 | 0.0000% | 0.0000% | 0 | 0 | |
| 18 | L33,899,L02 | 133,899,r.02 | 10000.0000% | 87.9370% | 0 | 0.0000% | 0.0000% | 0 | 0 | |
| 19 | L33,899,L02 | 133,899,102 | 10000.0000% | 87.9370% | 0 | 0.0000% | 0.0000% | 0 | 0 | |
| 20 | 133,899,102 | !33,899,1O2 | 10000.0000% | 87.9310% | 0 | 0.0000% | 0.0000% | 0 | 0 | |
| 2t | 133,899,702 | L33,899,702 | 10000.0000% | 87.93LO% | 0 | 0.0000% | 0.0000% | 0 | 0 |
The share capital of Aerostar S.A. Bacau in total amount of 48.728.7 84 lei is divided nto 152.277.450 shares with nominal value of 0,32lei / share.
A1l the shares of Aerostar S.A. Bacau are in a single class of shares and they are nominative, ordinary, dematerialized, indivisible, of equal value and equal rights.
GMS Permanent Secretary,
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