AGM Information • Dec 11, 2015
AGM Information
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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: 47.728.784 LEI Regulated market on which the issued shares are traded: Bucharest Stock Exchange (symbol "ARS")
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 December 10, 2015, where 87,1144% of the share capital was present or represented, that is 132.655.561 shares of the total of 152.277.450 shares,
Based on Companies Act no 31/1991, republished, on the Law no 297/2004 regarding the capital market, with subsequent modifications and additions, on the Regulations of the the National Securities Exchange Commission no 1/2006 regarding the excercise of certain rights of the shareholders in the general meetings of the companies and on the Constitutive Deed of S.C.AEROSTAR S.A.,
Art. 1. Approval of the Budget of Revenues & Expenses for the year 2016, with all its components and subdivisions.
The main economic elements of the Revenues and Expenses Budget for the year 2016 are:
| 314.000 thousand lei; |
|---|
| 324.500 thousand lei; |
| 312.097 thousand lei; |
| 12.403 thousand lei; |
| 9.302 thousand lei; |
Art.2 Approval of the capital expenses for the year 2016 in total amount of 15.792 thousand lei.
| _________ _____ | |
|---|---|
| Turnover | Year 2016 (thousand lei) 314,000 |
| Revenues from variation of finished products stocks and | |
| production in progress | 7,000 |
| Revenues from operations made by the entity and capitalized | 500 |
| Other revenues from Operations | 500 |
| Total Revenues from Operations | 322,000 |
| Expenses | |
| Expenses with materials | (156,000) |
| Expenses with manpower, of which: | (95,100) |
| Expenses with benefits of the employees | (84,058) |
| Meal tickets | (3,773) |
| Other expenses with manpower | (7,269) |
| Expenses related to external services | (26,547) |
| Expenses with amortization f immobilizations | (28,000) |
| Other expenses for operations | (2,650) |
| Expenses with depreciation of assets | (500) |
| Expenses related to provisions | (1,000) |
| Total expenses for Operations | (309,797) |
| Profit from Operations | 12,203 |
| Financial Revenues | 2,500 |
| Financial expenses | (2,300) |
| Financial Profit | 200 |
| Total Revenues | 324,500 |
| Total Expenses | (312,097) |
| Profit before tax | 12,403 |
| Tax on current profit, deferred | (3,101) |
| Net Profit net of the financial year | 9,302 |
| Capital Expenses, of which: | 15,792 |
| For protection of environment | 212 |
| For IT | 122 |
| Financing Sources for capital expenses | 15,792 |
| Of which: | |
| Company sources | 15,792 |
| Other sources | - |
PRESIDENT, VICEPRESIDENT, GRIGORE FILIP DORU DAMASCHIN
| Year 2016 (thousand lei) | |
|---|---|
| TREASURY CASH FLOWS FROM OPERATIONS | |
| Cash from customers | 329,072 |
| Reimbursement of taxes and dues from the state budget | 8,955 |
| Payments to suppliers and employees | (264,934) |
| Taxes and dues paid to the state budget | (39,390) |
| Tax on profit paid | (3,101) |
| NET CASH FROM OPERATIONS | 30,602 |
| TREASURY CASH FLOWS FROM INVESTMENTS | |
| Cash from non-reimbursable funds | 4,350 |
| Cash from interest received | 200 |
| Cash from dividends received | 50 |
| Installments received from loans granted | 3 |
| Payments for purchasing of immobilizations | (15,792) |
| NET CASH USED IN INVESTMENT ACTIVITY | (11,189) |
| TREASURY CASH FLOWS FROM FINANCING ACTIVITIES | |
| Payment of dividends | (13,800) |
| NET CASH FROM FINANCING OPERATIONS | (13,800) |
| Net increase of cash and cash equivalents | 5.613 |
| Cash and cash equivalent at year start | 90,000 |
| Cash and cash equivalent at year end |
95,613 |
PRESIDENT, VICEPRESIDENT, GRIGORE FILIP DORU DAMASCHIN
GENERAL DIRECTOR FINANCIAL DIRECTOR
| Year 2016 | |
|---|---|
| I. Liquidy Indicators | Rates |
| 1. General liquidity | > 2,75 |
| 2. Immediate liquidity | > 2,00 |
| 3. Rate of genaral solvency |
> 5,00 |
| II. Risk Indicators | |
| 1. Indicator of Indebtness Rate | 0 |
| III. Activity Indicators |
|
| 1. Rotation of total assets | > 0,90 rotations |
| 2. Rotation of immobilized assets | > 1,80 rotations |
| 3. Rotation of circulating assets, of which: | > 1,60 rotations |
| - Rotation of stocks | > 5,00 rotations |
| - Rotation of total receivables | > 4,00 rotations |
| - Rotation Speed of customer debits |
< 60 days |
| 4. Rotation of total liabilities, of which: | < 5,00 rotations |
| - Rotation Speed of supplier credits |
> 30 days |
| IV. Profitability Indicators | |
| 1. Rate of financial profitability | > 0,04 |
| 2. Rate of profitability of resources consumed | 0,03 |
| 3. Profit Rate from Operations | 3.89% |
| 4. Net Profit Rate | 2.96% |
| V.Indicators of working capital | |
| 1. Own working capital | 50,000 thousand lei |
| 2. Required working capital | 78,500 thousand lei |
| 4. Net Treasury | (28,500) thousand lei |
PRESIDENT, VICEPRESIDENT, GRIGORE FILIP DORU DAMASCHIN
GENERAL DIRECTOR FINANCIAL DIRECTOR
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 statutory provisions on 10 December 2015, where 87,1144% of the share capital was present or represented, that is 132.655.561shares of the total of 152.277.450 shares,
Based on the Companies' Act no 31/1990, republished, of the Law no 297/2004 with reference to the capital market, with its subsequent modifications and completions, of the Regulation no 1/2006 of the National Securities Exchange Commission regarding the issuers and the operations with securities, of the Regulation no 6/2009 of the National Securities Exchange Commission regarding the exercise of certain rights of the shareholders in the general meetings of the shareholders in companies, and of the Constitutive Deed of S.C.AEROSTAR S.A.
Art. 1. Approval to freeze the Board members' attendance allowance for the financial year 2016 at the level decided by the ordinary general meeting of shareholders dated July 6, 2012.
Art. 2. Appointment of one person who, as a representative of the GMS, and who will represent the company, to prepare and sign with each of the Board members the addendum to the respective contract, of each, as applicable.
Art. 3. Empower and granting the mandate to Mr./ Ms. Balan Mitus Romeo to prepare and sign with each of the Board members the addendum to the respective contract, of each, as applicable.
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 statutory provisions on 10 December 2015, where 87,1144% of the share capital was present or represented, that is 132.655.561 shares of the total of 152.277.450 shares,
Based on the Companies' Act no 31/1990, republished, of the Law no 297/2004 with reference to the capital market, with its subsequent modifications and completions, of the Regulation no 1/2006 of the National Securities Exchange Commission regarding the issuers and the operations with securities, of the Regulation no 6/2009 of the National Securities Exchange Commission regarding the exercise of certain rights of the shareholders in the general meetings of the shareholders in companies, and of the constitutive Deed of S.C.AEROSTAR S.A.
Art. 1. Registration as "Other Revenues" in accordance with legal provisions of the dividends not collected and prescribed, of the year 2011, in amount of 75.599,50 lei.
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 statutory provisions on 10 December 2015, where 87,1144% of the share capital was present or represented, that is 132.655.561 shares of the total of 152.277.450 shares,
Based on the Companies' Act no 31/1990, republished, of the Law no 297/2004 with reference to the capital market, with its subsequent modifications and completions, of the Regulation no 1/2006 of the National Securities Exchange Commission regarding the issuers and the operations with securities, of the Regulation no 6/2009 of the National Securities Exchange Commission regarding the exercise of certain rights of the shareholders in the general meetings of the shareholders in companies, and of the constitutive Deed of S.C.AEROSTAR S.A.
Art. 1. Appointment as financial auditor of S.C. H.M. AUDIT CONTAB S.R.L., represented by Mrs. Monica HUSANU, financial auditor.
Art. 2. Conclusion of the financial audit contract with S.C. H.M. AUDIT CONTAB S.R.L. for a time period starting with the date of 15.12.2015 until 23.07.2018.
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 statutory provisions on 10 December 2015, where 87.1144% of the share capital was present or represented, that is 132.655.561 shares of the total of 152.277.450 shares,
Based on the Companies' Act no 31/1990, republished, of the Law no 297/2004 with reference to the capital market, with its subsequent modifications and completions, of the Regulation no 1/2006 of the National Securities Exchange Commission regarding the issuers and the operations with securities, of the Regulation no 6/2009 of the National Securities Exchange Commission regarding the exercise of certain rights of the shareholders in the general meetings of the shareholders in companies, and of the constitutive Deed of S.C.AEROSTAR S.A.
Art. 1. Establish the date of 30 December 2015 as Record Date for the Shareholders Registry on which the effects of the OGMS dated 10 December 2015 are applicable. With reference to the Record Date, the EX DATE is 29 December 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 statutory provisions on 10 December 2015, where 87,1144% of the share capital was present or represented, that is 132.655.561 shares of the total of 152.277.450 shares,
Based on the Companies' Act no 31/1990, republished, of the Law no 297/2004 with reference to the capital market, with its subsequent modifications and completions, of the Regulation no 1/2006 of the National Securities Exchange Commission regarding the issuers and the operations with securities, of the Regulation no 6/2009 of the National Securities Exchange Commission regarding the exercise of certain rights of the shareholders in the general meetings of the shareholders in companies, and of the constitutive Deed of S.C.AEROSTAR S.A.
Art. 1. Empower the President – Director General of the Company, Mr. Eng. Grigore Filip, with the possibility of substitution:
a) to conclude and/or sign on behalf of the S.C.AEROSTAR S.A. and/or on behalf of the shareholders of the S.C.AEROSTAR S.A.: the resolutions of the present Ordinary General Meeting of the Shareholders, any and all of the resolutions, documents, applications, forms and demands 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; and
b) to perform all the legal formalities for registration, opposability, execution and publication of the resolutions adopted.
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 comprised in a single class of shares and they are nominative, ordinary, dematerialized, indivisible, of equal value and equal rights.
GMS Secretary,
Elena RUSU
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