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Aerostar S.A.

AGM Information Apr 24, 2015

2323_iss_2015-04-24_60f955c6-1dd0-45c6-915a-c19d539cfba8.pdf

AGM Information

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Current Report Date of report: 24 April 2015

Name of issuer: S.C. AEROSTAR S.A. Registered headquarters: BACAU, Str.Condorilor nr.9 Telephone/fax Numbers: +40234.575.070; Fax: +40234.572.023/572.259 Sole registration number at the Trade Register Office: 950 531 Trade Register Number: J04/1137/1991 Web/e-mail: www.aerostar.ro, [email protected] Share capital, subscribed and paid: 48.728.784 LEI Regulated market on which the issued shares are traded: Bucharest Stock Exchange (symbol "ARS")

Significant Event to be reported Resolutions of the Ordinary and Extraordinary General Meeting of Shareholders Held on the date of 23 April 2015

RESOLUTION No. 1/23.04.2015

The Ordinary General Meeting of Shareholders of S.C.AEROSTAR SA, with headoffice in Bacau, no. 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 the statutory provisions on 23 April 2015, where 86,8742% of the share capital was present or represented,

DECIDES, on behalf of the shareholders present or represented,

with 132.289.869 votes "for" and 0 votes "against" and 0 votes "abstentions", and on behalf of the shareholders with votes by post, with 5.206.500 votes "for" and 0 votes "against" and 0 votes "abstentions", the following:

  • Approval of Report of the Board of Directors for the financial year 2014. Art. 1.
  • Approval of the activities performed by the Board of Directors and the executive Art. 2. management in the year 2014.
  • Discharge from accountability of the members of the Board of Directors for the Art. 3. activity performed until the date of 31 December 2014.
  • Approval of the Financial Statements of the year 2014 Art. 4. The main financial indicators of the year 2014 are:
- turnover: 261.051.271 lei;
- total revenues: 276.334.306 lei;
- total expenses: 251.333.465 lei:
- net profit of the year: 19.743.624 lei;
distribution of the net result (profit) of the ve

The distribution of the net result (profit) of the year, that is the amount of Art. 5. 19.743.623,55 lei as follows: $(100.020.501)$

- reserve: $6.190.930,001$ ei
- dividends: 13.552.693,05 lei

Art. 6. Setting a gross dividend per share of 0,089 lei.

The distribution of the dividends in accordance with the applicable regulations. Art. 7.

The costs related to the distribution activity will be charged from the value of the net dividend due to each shareholder.

Empowering and mandating Mr. Chelba Romeo Dragos to perform the opportune, Art. 8. necessary and legal operations for recording the resolutions of the ordinary general meeting of shareholders.

RESOLUTION No. 2/23.04.2015

The Ordinary General Meeting of Shareholders of S.C.AEROSTAR SA, with headoffice 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 the statutory provisions on 23 April 2015, where 86,8742% of the share capital was present or represented,

DECIDES, on behalf of the shareholders present or represented,

with 132.289.869 votes "for" and 0 votes "against" and 0 votes "abstentions", and on behalf of the shareholders with votes by post, with 5.206.500 votes "for" and 0 votes "against" and 0 votes "abstentions", the following:

  • Establish the date of 2 October 2015 as record date of the Register of shareholders $Art.1.$ upon which are applicable the effects of the ordinary general meeting of shareholders held on 23 April 2015. The "Ex Date" is 1 October 2015. The date for the payment of the dividends is the latest date permitted by the applicable regulations in relation to the record date.
  • Empowering and mandating Mr. Chelba Romeo Dragos to perform the opportune, $Art.2$ necessary and legal operations for recording the resolutions of the ordinary general meeting of shareholders.

RESOLUTION No. 3/23.04.2015

The Extraordinary General Meeting of Shareholders of S.C.AEROSTAR SA, with headoffice 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 the statutory provisions on 23 April 2015, where 86,8742% of the share capital was present or represented,

DECIDES, on behalf of the shareholders present or represented,

with 132.289.869 votes "for" and 0 votes "against" and 0 votes "abstentions" the following:

$Art.1.$

  • Approval to set up during the time period April 2015 $\div$ April 2016 the following limits for collaterals:
  • Mortgages on tangible assets in total value up to 18.000.000 lei;
  • Security interest on movable property in total amount up to 47.000.000 lei in the form of general assignment of receivables and assignment of commercial contracts, and in the form of lien on bank accounts up to the completion of the company debts to the financing banks.

  • Empowering the Board of Directors to select the assets to be under mortgage. Art. 2.

  • Empowering Mr. Grigore Filip President of the Board of Directors General Art. 3. Director and Mr. Doru Damaschin - Vicepresident of the Board of Directors-Financial Director, who will jointly deliberate to select the commercial agreements and commercial receivables to be assigned.
  • Empowering Mr. Grigore Filip President of the Board of Directors General Art. 4. Director and Mr. Doru Damaschin – Vicepresident of the Board of Directors-Financial Director to sign the legal documents by which real security interest on movable property is set on the company patrimony.
  • Empowering Mr. Grigore Filip President of the Board of Directors General Art. 5. Director and Mr. Doru Damaschin - Vicepresident of the Board of Directors-Financial Director to sign the legal documents by which mortgages are set on the company patrimony.
  • Empowering and mandating Mr. Chelba Romeo Dragos to perform the opportune, Art. 6. necessary and legal operations for recording the resolutions of the ordinary general meeting of shareholders.

RESOLUTION No. 4/23.04.2015

The Extraordinary General Meeting of Shareholders of S.C.AEROSTAR SA, with headoffice in Bacau, 9 Condorilor Street, registered with the Trade Register Office of the Bacau Court under 950531, convened and the number J04/1137/1991 and having sole registration number conducted in accordance with the statutory provisions on 23 April 2015, where 86,8742% of the share capital was present or represented,

DECIDES, on behalf of the shareholders present or represented,

with 132.289.869 votes "for" and 0 votes "against" and 0 votes "abstentions" the following:

  • Setting the date of 12 May 2015 as record date for the Shareholders' Register Art.1. upon which the effects are applicable of the Extraordinary General Meeting of Shareholders held on 23 April 2015.
  • Empowering and mandating Mr. Chelba Romeo Dragos to perform the opportune, $Art. 2.$ necessary and legal operations for recording the resolutions of the ordinary general meeting of shareholders.

President of the Board of Directors GRIGORE FILIP

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