AGM Information • Dec 16, 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 " $ARS"$
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 15 December 2016, where 87,3360% of the share capital was present or represented, that is 132.993.092 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.
Sole Article. With 132.993.092 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the Budget of Revenues and Expenses for the year 2017, as follows:
A. The budget of the General Activity for the year 2017 (Annex 1),
with the following main elements:
320.000 thousand lei 335.500 thousand lei 303.116 thousand lei 32.384 thousand lei 27.203 thousand lei
A. Budget of the Treasury Activity for the year 2017 (Annex 2);
B. Main Economic-Financial Indicators for the year 2017 (Annex 3)
$\mathbf{1}$
Annex no.1
| YEAR 2017 | |
|---|---|
| (thousand lei) | |
| Turnover | 320.000 |
| Revenues from the variation of stocks of finished | 8.000 |
| products and production in progress | |
| Revenues from the activity performed by the entity and | 500 |
| capitalized | 1.500 |
| Other revenues from operations | |
| Total Revenues from Operations | 330.000 |
| Expenses | |
| Expenses with materials | (134.400) |
| Expenses with manpower, of which: | (103.124) |
| Expenses with employees benefits | (90.562) |
| Meal tickets | (3.881) |
| Other expenses with manpower | (8.681) |
| Expenses related to external suppliers | (35.200) |
| Expenses with amortization of immobilizations | (21.192) |
| Other expenses with operations | (2.200) |
| Expenses with depreciation of assets | (500) |
| Expenses related to provisions | (1.000) |
| Total Expenses with Operations | (297.616) |
| Profit from Operations | 32.384 |
| Financial Revenues | 5.500 |
| Financial Expenses | (5.500) |
| Financial Profit | 0 |
| Total Revenues | 335.500 |
| Total Expenses | (303.116) |
| Profit before tax | 32.384 |
| Tax on current profit and deferred | (5.181) |
| Net Profit of the financial year | 27.203 |
| Capital Expenses, of which: | 55.103 |
| for environment protection | 1.771 |
| for digital transformation | 701 |
| Sources for financing the capital expenses, of which: | 55.103 |
| Company sources | 19.659 |
| Other sources | 35.444 |
PRESIDENT OF THE BOD
GENERAL DIRECTOR GRIGORE FILIP/
VICEPRESIDENT OF THE BoD FINANCIAL DIRECTOR DORU DAMASCHIN
Annex no. 2
| YEAR 2017 (thousand lei) |
|
|---|---|
| TREASURY CASH FLOWS FROM OPERATIONS Received from Customers Tax reimbursed from the State Budget Payments to suppliers and employees Payment of taxes, contributions and due to State Budget Payment of tax on profit |
332.800 5.433 (251.168) (41.980) (5.181) |
| NET CASH FROM OPERATIONS | 39.904 |
| TREASURY CASH FLOWS FROM INVESTMENTS Interest received Dividends received Installments received from loans granted Payments for acquisition of immobilizations |
256 250 4 (19.659) |
| NET CASH FROM INVESTMENTS | (19.149) |
| TREASURY CASH FLOWS FROM FINANCING OPERATIONS Payment of dividends |
(13.000) |
| NET CASH FROM FINANCING OPERATIONS | (13.000) |
| Net Increase of cash and cash equivalents | 7.755 |
| Cash and cash equivalent at the year start | 118,000 |
| Cash and cash equivalent at year end | 125.755 |
PRESIDENT OF THE BOD GENERAL DIRECTOR SECIALA GRIGORE FILIP
9 MMAM
VICEPRESIDENT OF THE BoD FINANCIAL DIRECTOR DORU DAMASCHIN
ali
Annex no. 3
| YEAR 2017 | |
|---|---|
| I. Liquidity Indicators | |
| 1. General liquidity | > 3,00 |
| 2. Immediate liquidity | > 2,50 |
| 3. General solvecy rate | > 5,00 |
| II. Risk Indicators | |
| 1. Indebtness rate indicator | 0 |
| III. Activity Indicators | |
| 1. Rotation of total assets | $> 0.80$ rotations |
| 2. Rotation of immobilized assets | $> 2,00$ rotations |
| 3. Rotation of circulating assets, of which: | > 1,20 rotations |
| - Rotation of stocks | > 4,50 rotations |
| - Rotation of total receivables | > 5,00 rotations |
| - Rotation rate of client debits | $< 60$ days |
| 4. Rotation of total liabilities, of which: | $< 6,00$ rotations |
| - Rotation rate of supplier credits | $>$ 30 days |
| IV. Profitability Indicators | |
| 1. Financial efficiency rate | > 0.11 |
| 2. Efficiency rate for consumed resources | 0,09 |
| 3. Rate of profit from operations | 10,12% |
| 4. Net profit rate | 8,50% |
| V. Indicators of circulating fund | |
| 1. Company own circulating fund | 91.000 K lei |
| 2. Circulating fund required | 85.000 K lei |
| 3. Net treasury | 6.000 K lei |
PRESIDENT OF THE BOD
GENERAL DIRECTORIA ARRO
MNANO
$\overline{4}$
Art.1. With 132.993.092 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 05 July 2016, the allowance of the Directors (administrators) for the financial year 2017.
Art.2. With 132.993.092 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 132.993.092 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower and give the mandate to Mr. Toncea Dan Mihai, 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 132.993.092 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 2012 not collected and prescribed, which are outstanding balance as on the end of the date of 31.12.2016
Sole Article. With 132.993.092 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the date of 30 December 2016 as the Recod Date, in accordance with art.238 para 1) of the Law no 297/2004 regarding the capital market. With reference to the proposed record date, the ex date will be 29 December 2016.
Sole Article. With 132.993.092 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 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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