AGM Information • Jul 6, 2016
AGM Information
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Name of issuer: S.C. 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 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")
of
The Ordinary General Meeting of Shareholders of S.C.AEROSTAR SA ("The Company"), 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 statutory provisions on the date of 05 July 2016, where 87,3127% of the share capital was present or represented, that is 132.957.610 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. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions", to form a Board of Directors made up of 5 (five) natural persons.
Art.2. With 132.957.610 "for" and 0 votes "against" and 0 votes "abstentions", to elect by secretely expressed voting, as members of the Board of Directors, for a period of 4 years, starting with the date of 11.07.2016 until 10.07.2020, of the following persons:
Art.3. Starting with the date of 11.07.2016, the mandate of Mr. Nijnic Marin-Ilie as a member in the Board of Directors terminates as a matter of fact, as a result of ending the 4 year term.
Art.1. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions", setting for each elected member of the Board of Directors a fixed, monthly, gross remuneration of 4.500 lei for the financial year 2016 starting with the month of July 2016.
Art.2. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions":
a) Approves as maximum level of the additional remunerations for the members of the Board of Directors who also have executive attributions, of a fixed, monthly, gross amount of maximum 10 (ten) times (inclusively) the remuneration of 4.500 lei, applied individually, as applicable to each case. b) Empower the Board of Directors to negotiate them within the level approved.
Art.1. With 132.957.610 "for" and 0 votes "against" and 0 votes "abstentions", setting the essential general provisions of the mandate agreements made with the members of the Board of Directors.
Art.2. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions":
a) to appoint one person to sign the mandate agreements made with the members of the Board of Directors.
b) Empower Mr. Dan Mihai Toncea, to sign on behalf of the Company, the mandate agreement with each of the members of the Board of Directors.
Sole Article. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions", the updating of art.43 of the Constitutive Deed of the Company, as follows:
"The Board of Directors is made up of 5 natural persons having the position of Directors (administrators), whose mandate is valid until the date of 10 July 2020, as follows:
Grigore FILIP, as President of the Board of Directors and General Director;
Doru DAMASCHIN, as Vicepresident of the Board of Directors and Financial Director;
3.Mihail-Nicolae TONCEA, as a Member of the Board of Directors;
Daniel VÎRNĂ, as a Member of the Board of Directors;
Liviu-Claudiu DOROŞ as a Member of the Board of Directors.
The identification data of the Directors/administrators are provided in the Annex to the present Constitutive Deed."
Sole Article. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions", approves the date of 21.07.2016 as Record Date in accordance with art.238 para 1 of Law no 297/2004 regarding the capital market. With reference to the proposed Record Date, the ex date will be 20.07.2016.
Sole Article. With 132.957.610 votes "for" and 0 votes "against" and 0 votes "abstentions", empower the President- General Director of the Company, Mr.eng. Grigore Filip, with the possibility of substitution:
a) to conclude and /or sign on behalf of the Company and/or on behalf of Company shareholders: the resolutions of the present Ordinary General Meeting of Shareholders, the updated Constitutive Deed, 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.
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 Permanent Secretary, Elena RUSU
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