Pre-Annual General Meeting Information • Nov 10, 2023
Pre-Annual General Meeting Information
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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")
The proceedings of the general meetings will be held at the registered head office in Bacău, 9th Condorilor St, postal code 600302, Bacău county.
The convening is made in compliance with the provisions of the "Constitutive Deed" of AEROSTAR SA, the Law no. 31/1990 regarding the companies, the Law no. 24/2017 regarding the issuers of financial instruments and market operations, the Regulations of the Financial Supervisory Authority (ASF) and the Procedure for organizing and conducting of the General Meetings of the Shareholders of AEROSTAR SA published on the company's website: www.aerostar.ro.
Entitled to attend and vote in the General Meeting of the Shareholders are all the shareholders recorded in the Shareholders' Registry at the end of December 4th, 2023, set as Reference Date.
In case the statutory and legal quorum conditions are not met at the first convening date, the General Meeting of the Shareholders of AEROSTAR SA is convened for the date of December 15th, 2023, at 13:00 hrs. (01:00 PM), while maintaining the same Reference Date, the same Agenda and the same place.
Only the shareholders registered in the Shareholders' Register on the Reference Date (December 4th, 2023), have the right to attend and vote in the General Meeting of the Shareholders, in accordance with the legal provisions and the Constitutive Deed, in person (by legal representatives) or by his/her representative (based on a special or general proxy), subject to the legal restrictions, or before the date of General Meeting of the Shareholders, by correspondence (based on the Voting Bulletin by correspondence).
The access and/or the vote by correspondence of the shareholders entitled to attend the General Meeting of the Shareholders is only permitted subject to their proven identification made with their ID in case of the shareholders- natural persons, or with the ID of the legal representative, in case of the shareholders- legal persons. The status of legal representative for the shareholders - legal persons is proven subject to an official document issued by a competent authority as to the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.
The representatives of the shareholders - natural persons will be identified based on their ID, accompanied by the general or special proxy signed by the shareholder -natural person.
The representatives of the shareholders - legal persons will be identified based on their ID, accompanied by the general or special proxy signed by the legal representative of the shareholder- legal person and an official document issued by a competent authority regarding the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.
The documents presented in a foreign language, other than English, will be accompanied by the translation made by an authorized translator, into Romanian or English.
Information on the general and special proxy and on the voting by correspondence is presented in paragraphs V and VI below.
Starting with November 13th, 2023, the documents related to and in connection with the General Meeting (Convening Notice, Special Proxy forms, forms of the Voting Bulletins by correspondence, the documents and informative materials regarding the items on the agenda, the draft resolutions for the items on the agenda) will be available for the shareholders on the website of the Company: www.aerostar.ro and can be consulted at the Company's head office, every working day, 09:00 AM to 02.00 PM (09:00 hrs. to 14:00 hrs.).
The shareholders representing individually or jointly at least 5% of the share capital are entitled, subject to law, to request the entry of new items on the agenda as well as to present draft resolutions for existing items or proposed to be included on the agenda by registered letter with confirmation of receipt/ by courier, in closed envelope, in such a way to be registered at the Company's registry desk before
Each item proposed must be accompanied by a justification or a draft resolution proposed to be adopted by the General Meeting of the Shareholders.
Copies of the documents specified in paragraph I will be attached to prove the shareholder status.
Any shareholder is entitled to ask questions in writing with reference to the items on the agenda in such a way as to be registered as received at Company's registry desk until the date of December 710, 2023, 13:00 hrs. (01:00 PM).
Copies of the documents specified in paragraph I will be attached to prove the shareholder status.
The responses will be available on the Company's website www.aerostar.ro starting with the date of
The right to ask questions and the obligation of the Company to respond are subject to the protection of confidential data and Company's interest.
The general proxy can be given by the shareholder, as a client, to the intermediaries defined in accordance with art.2 para 1, point 20 of Law 24/2017, or to a lawyer.
The general proxy can be given for a period of maximum 3 years and the representative will have the right to vote in all aspects under the debate of the general meeting, including the disposition documents.
The general proxy will be accompanied by a Declaration on one's responsibility, signed, stamped and filed in original, of the legal representative of the intermediary or of the lawyer who received the proxy, to state that:
a) the proxy is given by the respective shareholder, as a client, to such intermediary, or to such lawyer, as applicable;
b) the general proxy is signed by the shareholder.
Before their first use, the general proxy will be filed/ sent in copy, certified for conformity with the original by the signature of the representative, in such a way as to be registered as received at the Company's registry desk until the date of December 12th, 2023, 13:00 hrs. (01:00 PM).
Copies of the documents specified in paragraph I will be attached to prove the shareholder status.
The shareholders can attend and vote in the General Meeting of the Shareholders represented by other persons, based on special proxy, which will comprise specific voting instructions from the shareholder, with clear specification of the voting option for each item on the agenda, and will be given for representation in a single general meeting. A shareholder can appoint by proxy one or several alternate representatives to provide the representation in the General Meeting of the Shareholders. In case several alternate representatives are appointed by proxy, such proxy will also specify the sequence in which such alternate representatives exercise their mandate.
The forms for Special Proxy and for the Voting Bulletin by correspondence, made available to the shareholders as provided in paragraph I, will be filled in, signed and filed/ sent, in original, in such a way as to be registered at Company's registry desk until the date of December 12th, 2023, 13:00 hrs. (01:00 PM).
Copies of the documents specified in paragraph I will be attached to prove the shareholder status.
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More information related to the General Meeting of the Shareholders can also be obtained by phone at numbers: 0234575070, ext. 1445, or 0234572006 or by email at the address of the GMS Permanent Secretary: [email protected].
President of the Board of Directors - General Director Eng. Grigore FILIP
AOMANIA.
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