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Aerostar S.A.

AGM Information Apr 25, 2019

2323_iss_2019-04-25_7194aa18-7c88-4354-9162-6ee2fd042f01.pdf

AGM Information

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Current Report according to ASF Regulation no. 5/2018 Date of the report: 25.04.2019

Name of issuer: AEROSTAR S.A. Registered headquarters: BACAU, No. 9 Condorilor Street Telephone: +40 234.575.070; Fax: +40 234.572.023/572.259 Sole Registration No: 950531 Trade Register Number: J04/1137/1991 LEI: 315700G9KRN3B7XDBB73 Web/e-mail: www.aerostar.ro, [email protected] Share capital, subscribed and paid: 48.728.784 LEI Regular market on which the issued shares are traded: Bucharest Stock Exchange (symbol "ARS")

RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AEROSTAR S.A. ON THE DATE OF APRIL 24, 2019

The Ordinary General Meeting of Shareholders of AEROSTAR SA (the "Company"), with the head office in Bacau, 9 Condorilor Street, registered with the Trade Register Office of the Bacau Court under the number J04/1137/1991 and having sole registration number 950531, convened and conducted in accordance with statutory provisions on the date of April 24, 2019, where 87,4465% of the share capital was present or represented, that is 133.161.270 shares of the total of 152.277.450 shares.

Based on the Companies' Act no 31/1990, republished, of the Law no. 24/2017 regarding the issuers of financial instruments and market operations, of the A.S.F. (Financial Supervisory Authority) Regulation nr. 5/2018 regarding the issuers of financial instruments and market operations, and of the Constitutive Deed of the Company,

DECIDES:

RESOLUTION no. 1

Art. 1. With 133.036.270 votes "for" and 0 votes "against" and 125.000 votes "abstentions", approval of the Report of the Board of Directors for the year 2018.

Art. 2. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", approval of Financial Auditor's Report regarding the auditing of the Financial Statements of the year 2018.

Art. 3. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", approval of the Financial Statements of the year of 2018. The main economic results of the year 2018 are:

  • a) turnover: 353.413 thousand lei;
  • b) total revenues: 379.051 thousand lei;
  • c) total expenses: 291.631 thousand lei;
  • d) net profit of the year: 79.921 thousand lei.

Art. 4. With 133.036.270 votes "for" and 0 votes "against" and 125.000 votes "abstentions", approval of the activities performed by the Board of Directors and executive management in the year 2018.

Art.5. With 131.665.504 votes "for" and 0 votes "against" and 1.495.766 votes "abstentions", discharge of accountability the members of the Board of Directors and executive management for the activity performed until the date of December 31, 2018.

Art. 6. With 110.116.383 votes "for" and 23.044.887 votes "against" and 0 votes "abstentions", distribution of the net result (profit) of the year, i.e. the amount of 79.920.849,23 lei as follows:

  • a) distribution of the reinvested profit as legal reserve: 26.034.996,79 lei;
  • b) distribution as statutory reserve: 37.436.793,44 lei;
  • c) distribution as dividends: 16.449.059,00 lei.

Art. 7. With 110.116.383 votes "for" and 23.044.887 votes "against" and 0 votes "abstentions", the establishment of a gross dividend per share relating to the financial year 2018 of 0,108 lei.

Art. 8. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", distribution of the dividends of the year 2018 in accordance with the legal provisions applicable. The costs related to their distribution will be on account of the net dividend for each shareholder.

RESOLUTION no. 2

Single article. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", approval of the specific indication under the item "Other expenses with manpower (9.719 thousand lei)" from the General Activity Budget for the year 2019 (Annex 1 to the GMS Resolution no. 7/13.12.2018), namely the specific indication "Holiday Vouchers" in amount of 572 thousand lei.

RESOLUTION no. 3

Single article. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", approval of the date date of June 7th, 2019, as Record Date, in accordance with art. 86 para 1 of the Law no 24/2017 regarding the issuers of financial instruments and market operations. With reference to the proposed record date, the $ex$ date will be June $6th$ , 2019.

RESOLUTION no. 4

Single article. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", approval of the date of June 26th, 2019, as the Payment Date of the dividends for the financial year 2018.

RESOLUTION no. 5

Single article. With 133.161.270 votes "for" and 0 votes "against" and 0 votes "abstentions", empower the President-Director General of AEROSTAR S.A., Mr.eng. Grigore Filip, with the possibility of substitution:

  • a) to conclude and/or sign on behalf of the AEROSTAR S.A. and/or on behalf of the shareholders of AEROSTAR S.A.: the resolutions of the present Ordinary General Meeting of the Shareholders, any and all of the resolutions, documents, applications, forms and requests adopted/ prepared in the purpose or for the execution of the resolutions of the present Ordinary General Meeting of the Shareholders, in relation to any natural or legal person, private or public;
  • b) to perform all the legal formalities for registration, opposability, execution and publication of the resolutions adopted.

President of the Board of Directors - General Director, Grigore FILIP

EROSTA

WIP. 2001EL

TOTAL NUMBER OF SHARES AND VOTING RIGHTS ON THE DATE OF CONVENING THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON APRIL 24, 2019

The share capital of Aerostar S.A. Bacau in total amount of 48.728.784 lei is divided into 152.277.450 shares with nominal value of 0,32 lei /share.

All the shares of Aerostar S.A. Bacau are comprised in a single class of shares and they are nominative, ordinary, dematerialized, indivisible, of equal value and equal rights.

GMS Secretary, Elena RUSU $\backslash$

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