AGM Information • Dec 14, 2018
AGM 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 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 December 13th, 2018, where 87,5211% of the share capital was present or represented, that is 133.274.900 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,
Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the Budget of Revenues and Expenses for the year 2018, as follows:
ANNEX 1
3.8.
(the amounts are expressed in thousands lei)
| PLANNED 2019 |
PLANNED 2018 |
|
|---|---|---|
| Turnover | 350.000 | 340.000 |
| Income from the variation of inventories of finished products and | 11.500 | 4.500 |
| production in progress | ||
| Income from the activity performed by the entity and capitalized | 500 | 500 |
| Other operating income | 2.000 | 1.000 |
| Total Operating Income | 364.000 | 346.000 |
| Expenses | ||
| Expenses with materials | (135.000) | (134.100) |
| Expenses with manpower, of which: | (120.066) | (110.065) |
| Expenses with employees' benefits | (103.885) | (95.056) |
| Meal tickets | (6.462) | (6.484) |
| Other expenses with manpower | (9.719) | (8.525) |
| Expenses related to external suppliers | (26.600) | (35.448) |
| Expenses with amortization of property, plant and equipment | (32.000) | (28.800) |
| Other operating expenses | (1.400) | (1.100) |
| Expenses with depreciation of assets | (2.000) | |
| Expenses related to provisions | (1.500) | |
| Total Operating Expenses | (318.566) | (309.513) |
| Operating Profit | 45.434 | 36.487 |
| Financial Revenues | 5.000 | 4.500 |
| Financial Expenses | (5.000) | (4.500) |
| Financial Profit | ||
| Total Revenues | 369.000 | 350.500 |
| Total Expenses | (323.566) | (314.013) |
| Profit before tax | 45.434 | 36.487 |
| Tax on profit | (7.269) | (6.568) |
| Net Profit of the financial year | 38.165 | 29.919 |
| Capital Expenses, of which: | 55.766 | 39.966 |
| - for environmental protection | 659 | 993 |
| Sources for financing the capital expenses, of which: | 55.766 | 39.966 |
| Own sources | 55.766 | 39.966 |
PRESIDENT, GENERAL DIRECTOR, GRIGORE FILIP
VICE-PRESIDENT, FINANCIAL DIRECTOR, DORU DAMASCHIN
AEROSTAR S.A.
(the amounts are expressed in thousands lei)
| PLANNED | ||
|---|---|---|
| YEAR 2019 | ||
| TREASURY CASH FLOWS FROM OPERATIONS | ||
| Collected from Customers | 363.300 | |
| tax reimbursed from the State Budget | 3.025 | |
| payments to suppliers and employees | (250.420) | |
| payment of taxes, contributions and due to State Budget | (48.970) | |
| payment of tax on profit | (7.270) | |
| NET CASH FROM OPERATIONS | 59.665 | |
| TREASURY CASH FLOWS FROM INVESTMENTS | 2.005 | |
| interest collected | 200 | |
| dividends collected instalments received from loans granted |
5 | |
| payments for acquisition of property, plant and equipment | (55.766) | |
| NET CASH FROM INVESTMENTS | (53.556) | |
| TREASURY CASH FLOWS FROM FINANCING | ||
| OPERATIONS | ||
| payment of dividends | (15.000) | |
| NET CASH FROM FINANCING OPERATIONS | (15.000) | |
| Net Increase/ decrease of cash and cash equivalents | (8.891) | |
| Cash and cash equivalent at the beginning of the fin. year | 150.872 | |
| Cash and cash equivalent at the end of the fin. year | 141.981 |
PRESIDENT, GENERAL DIRECTOR, GRIGORE FILIP
VICE-PRESIDENT, FINANCIAL DIRECTOR, DORU DAMASCHIN
| PLANNED YEAR 2019 |
PLANNED YEAR 2018 |
||
|---|---|---|---|
| I. Liquidity Indicators | Valori | ||
| 1. General liquidity | > 3,00 | > 3,00 | |
| 2. Immediate liquidity | > 2,50 | > 2,50 | |
| 3. General solvency rate | > 5,00 | > 5,00 | |
| II. Risk Indicators | |||
| 1. Indebtness rate indicator | $\bf{0}$ | $\bf{0}$ | |
| III. Activity Indicators | |||
| 1. Rotation of total assets | > 0,70 | > 0,80 | rotations |
| 2. Rotation of immobilized assets | > 2,00 | > 2,00 | rotations |
| 3. Rotation of circulating assets, of which: | >1,00 | >1,20 | rotations |
| - Rotation of inventories | > 3,85 | > 4,00 | rotations |
| - Rotation of total receivables | > 6,00 | > 5,00 | rotations |
| - Rotation rate of client debits | < 60 | < 60 | days |
| 4. Rotation of total liabilities, of which: | < 6,00 | < 6,00 | rotations |
| - Rotation rate of supplier credits | $>30$ | >30 | Days |
| IV. Profitability Indicators | |||
| 1. Return on equity rate | > 0,11 | > 0,11 | |
| 2. Profitability rate for consumed resources | 0,12 | 0,10 | |
| 3. Profitability rate from operations | 12,98% | 10,73% | |
| 4. Net profit rate | 10,90% | 8,80% | |
| V. Working Capital Indicators | |||
| 1. Company own working capital | 149.885 | 97.800 | K lei |
| 2. Working capital requirement | 91.000 | 85.000 | K lei |
| 3. Net treasury | 58.885 | 12.800 | K lei |
PRESIDENT OF THE BoD, GENERAL DIRECTOR GRIGORE FILIP
VICE-PRESIDENT OF THE BoD, FINANCIAL DIRECTOR, DORU DAMASCHIN
Art. 1. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval to freeze, at the level decided by the Ordinary General Meeting of the Shareholders on the date of 14 December 2017, the allowance of the Directors (administrators) for the financial year 2019.
Art. 2. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to designate a person, as representative of the General Meeting of Shareholders and, such person will represent the company, to edit and sign, with each of the members of the Board of Directors, the additional agreement to the specific contract, as applicable to each.
Art. 3. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower and give the mandate to Mrs. ELENA RUSU, to edit and sign, with each of the members of the Board of Directors, the additional agreement to the specific contract, as applicable to each.
Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to register in accordance with the legal provisions, as "other revenues" the dividends for the year 2014, not collected and prescribed, which are outstanding balance as on the end of the date of 23.10.2018.
Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the date of January 4, 2019, as the Recod 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 January 3, 2019.
Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower the President- General Director of the Company, Mr. eng. Grigore Filip, with the possibility of substitution, in order to:
a) conclude and/or sign on behalf of the Company and/or on behalf of the Company shareholders: the decisions of the present Ordinary General Meeting of Shareholders, any and all of the resolutions, documents, applications, forms and requirements adopted/ prepared in the purpose to or for the execution of the resolutions of the present Ordinary General Meeting of Shareholders, in relation to any natural or legal person, private or public; and
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
The share capital of S.C. 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 S.C. 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,
Elena RUSU $\epsilon$
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