AGM Information • Apr 22, 2021
AGM Information
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Current Report according to ASF Regulation no. 5/2018 Date of the report: 22.04.2021
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")
Important events to be reported
The Ordinary General Meeting of Shareholders of AEROSTAR SA (the "Company"), with 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 April 213, 2021, where 87,7737 % of the share capital was present or represented, that is 133.659.617 shares of the total of 152.277.450 shares,
Based on the Law on Companies no 31/1990, republished, the Law no. 24/2017 regarding the issuers of financial instruments and market operations, the A.S.F. (Financial Supervisory Authority) Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, and of the Constitutive Deed of the Company,
Sole article. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", in accordance with the provisions of art. 129, paragraph (2) and paragraph (5) of the Law no. 31/1990 on companies, the election of the OGMS meeting's secretariate, composed from:
Art. 1. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of the Report of the Board of Directors for the year 2020.
Art. 2. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of Financial Auditor's Report regarding the auditing of the Financial Statements of the year 2020.
Art. 3. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of the Financial Statements of the year of 2020. The main economic results of the year 2020 are:
Art. 4. With 132.218.987 votes "for" (representing 86,8277% of the share capital) and 0 votes "against" and 1.440.630 votes "abstentions", approval of the activities performed by the Board of Directors and executive management in the year 2020.
Art.5. With 132.218.987 votes "for" (representing 86,8277% of the share capital) and 0 votes "against" and 1.440.630 votes "abstentions", discharge of accountability the members of the Board of Directors and executive management for the activity performed until the date of December 315, 2020.
Art. 6. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", the distribution as "other reserves" of the amount of 8.801 lei, representing undistributed amounts from the net result of the year 2019.
At. 7. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", distribution of the net result (profit) of the year 2020, i.e. the amount of 38.442.550 lei as follows:
Art. 8. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", the establishment of a gross dividend per share relating to the financial year 2020 of 0,12 lei.
Art. 8. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", distribution of the dividends of the year 2020 in accordance with the legal provisions applicable. The costs related to their distribution will be on account of the net dividend for each shareholder.
Sole article. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of the Remuneration policy for the management structure of the Company, in accordance with article 92^1 of the Law no 24/2017 regarding the issuers of financial instruments and market operations.
Sole article. With 133.659.617 votes "for" (representing 87,773% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of the date of June 2", 2021, as Record Date, according to art. 86 para 1) of the Law no 24/2017 regarding the issuers of financial instruments and market operations, for the decisions adopted in the OGMS of April 213/22nd, 2021, with the exception of the decision on the payment of the dividend. Relating to this registration date, the ex date will be on May 31st, 2021.
Art. 1. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", approval of the date of June 22nd, 2021 as Payment Date of the dividends relating to the financial year 2020.
Art. 1. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", appointment of BDO Audit SRL as financial auditor.
Art. 2. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", the conclusion of the financial audit contract with BDO Audit SRL for a minimum period of 3 (three) years, with the possibility of extension by an Additional Act approved by the Board of Directors of the Company.
Single article. With 133.659.617 votes "for" (representing 87,7737% of the share capital) and 0 votes "against" and 0 votes "abstentions", empower the President-Director General of AEROSTAR S.A., Mr.eng. Grigore Filip, with the possibility of substitution:
President of the Board of Directors - General Director, Grigore FILJP
The share capital of 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 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, Vandra Szende
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