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Aerostar S.A.

Pre-Annual General Meeting Information Mar 15, 2024

2323_egm_2024-03-15_00085e2e-edaa-49ff-9737-7a4767a114a8.pdf

Pre-Annual General Meeting Information

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OSTARIS.A. GRUP INDUSTRIAL AERONAUTIC-BACAU-ROMANIA

Str. Condorilor Nr. 9, Bacau, 600302; Inmatriculat cu Nr. J04/1137/1991-R.C.Bacau; Cod Unic de Inregistrare: RO 950531; Capital Social: 48.728.784 lei Tel: +40234.575070; Fax: +40234.572023 / 572259 e-mail: [email protected]; Website: http://www.aerostar.ro

Current Report according to ASF Regulation no. 5/2018 Date of the report: 15.03.2024

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 corporate event to report:

· The Convening of the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. for the date of 18th/19th of April, 2024, at 13:00 hours (01:00 PM) (Romanian time), at the Company's headquarters in Bacau, 9th Condorilor street, Bacau County.

In accordance with Law no. 31/1990 regarding the companies, Law no. 24/2017 regarding the issuers of financial instruments and market operations and Regulation no. 5/2018 of the Financial Supervisory Authority (ASF), the Board of Directors convenes the Ordinary General Meeting of the Shareholders of Authority (AST), the Doald of Directbly of April, 2024, at 13:00 hours (01:00 PM), with the agenda specified in the attached Convening.

The Convening of the General Meeting was approved in the Board of Directors' meeting held on March I he Convening of the General Meeting has iapployees of Romania and at least one national newspaper.

The Reference date for the identification of the shareholders who have the right to participate and vote in the General Meeting is set for the 8th of April, 2024.

Support documents for the proposed agenda of the General Meeting will be available starting 18th of Support documents for the proposed agenda online, on the Company's website www.aerostar.ro, section Investors Relation > General Meetings.

Attached:

The Convening of the OGMS for the date of 18th/19th of April, 2024.

The Board of Directors of AEROSTAR S.A. duly met on March 14th, 2024

CONVENES

the Ordinary General Meeting of Shareholders of AEROSTAR S.A. (OGMS) for the date of April 18th, 2024, at 13:00 hrs. (01:00 PM),

The proceedings of the General Meeting will be held at the registered head office in Bacau, 9th Condorilor street, postal code 600302, Bacau County.

The convening is made in compliance with the provisions of the "Constitutive Deed" of AEROSTAR S.A., the Law no. 31/1990 regarding the companies, the Law no. 24/2017 regarding the issuers of financial instruments and market operations, the regulations of the Financial Supervisory Authority (ASF) and the Procedure for organizing and conducting the General Meetings of the Shareholders of AEROSTAR S.A. published on the company website www.aerostar.ro.

Entitled to attend and vote in the General Meeting of the Shareholders are all the shareholders recorded in the Shareholders Registry at the end of April 8th, 2024, set as Reference Date.

In case the statutory and legal quorum conditions are not met at the first convening date, the General Meeting of the Shareholders of AEROSTAR S.A. is convened for April 19th, 2024, at 13:00 hrs. (01:00 PM), while maintaining the same Reference Date, the same Agenda and the same place.

THE AGENDA:

    1. Election of the secretariate of the General Meeting in accordance with art. 129, para (2) and para (5) of the law no 31/1990 on companies.
    1. The approval of the Board of Directors' Report for the financial year of 2023.
    1. The approval of the Financial Statements for the year 2023 and of the release of accountability of the Board of Directors and of the Executive Management for the year 2023, based on the Reports presented by the Board of Directors and the Financial Auditor, respectively.
    1. The approval of the allocation of the net profit and setting the dividend. The value of the gross dividend, proposed by the Board of Directors, corresponding to one share, is 0,21 lei.
    1. Submittal of the 2023 Remuneration Report for Members of the Board of Directors (executive and non-executive) to the consultative voting of the General Meeting, in accordance with art. 107 para. (6) of the Law no 24/2017 regarding the issuers of financial instruments and market operations.
    1. The approval of the date of May 9th, 2024, as Record Date, in accordance with art. 87 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 May 8th, 2024.
    1. Approval of the date of May 30th, 2024, as the Payment Date of the dividends relating the financial year 2023.
    1. Approval to empower the General Director of the Company, Mr. Alexandru FILIP, with the possibility of substitution, to:
    2. a) conclude and/or sign on behalf of the Company and/or on behalf of the Company's shareholders: the resolutions of the General Meeting of Shareholders, any and all such documents prepared in the purpose to execute such decisions, in relation to any natural or legal person, private or public; and
    3. b) perform all the legal formalities for registration, opposability, execution and publication of the decisions adopted.

I. Rights of the Shareholders to attend and vote in the General Meeting of the Shareholders

Only the shareholders registered in the Shareholders' Register on the Reference Date (April 8ºº, 2024), have the right to attend and vote in the General Meeting of shareholders, in accordance with the legal provisions and the Constitutive Deed, in person (by legal representatives) or by his/her representative (based on a special or general proxy), subject to the legal restrictions, or before the General Meeting of the Shareholders, by correspondence (based on the Voting Bulletin by correspondence).

the access and/ or the vote by correspondence of the shareholders entitled to attend the General Meeting of the Shareholders is only permitted subject to their proven identification made with their ID in case of the shareholders- natural persons, or with the ID of the legal representative, in case of the m dass of as legal persons. The status of legal representative for the shareholders - legal persons is proven subject to an official document issued by a competent authority as to the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.

The representatives of the shareholders- natural persons will be identified based on their ID, accompanied by the general or special proxy signed by the shareholder -natural person.

The representatives of the shareholders- legal persons will be identified based on their ID, accompanied by the general or special proxy signed by the legal representative of the shareholder- legal person and an official document issued by a competent authority regarding the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.

The documents presented in a foreign language, other than English, will be accompanied by the translation made by an authorized translator, into Romanian or English.

Information on the general and special proxy and on the voting by correspondence is presented in paragraphs V and VI below.

II. Documents related to and in connection with the General Meeting of the Shareholders

Starting with the March 18th, 2024, the documents related to and in connection with the General Meeting (Convening Notice, Special Proxy forms, forms of the Voting Bulletins by correspondence, the documents and informative materials regarding the items on the draft resolutions for the items on the agenda) will be available for the shareholders on the website of the Company: www.aerostar.ro and can be consulted at the Company head office, every working day, 9.00 a.m. to 14.00 hrs.

III. Rights of the Shareholders to request the entry of new items on the agenda and to present draft resolutions for the items existing or proposed to be included on the agenda.

The shareholders representing individually or jointly at least 5% of the share capital are entitled, subject to law, to request the entry of new items on the agenda as well as to present draft resolutions for existing items or proposed to be included on the agenda by registered letter with confirmation of receipt/ by courier, in closed envelope, in such a way to be registered at the Company's registry desk before April 3rd, 2024, 13.00 hrs. (01:00 PM).

Each item proposed must be accompanied by a justification or a draft resolution proposed to be adopted by the General Meeting of the Shareholders.

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

IV. Right of the shareholders to ask questions related to the agenda

Any shareholder is entitled to ask questions in writing with reference to the items on the agenda in such a way as to be registered as received at Company's registry desk until the date of April 10th, 2024, 13.00 hrs. (01:00 PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

The responses will be available on the Company's website www.aerostar.ro starting with the date of

April 12th, 2024, 16.00 hrs. (04:00 PM).

The right to ask questions and the obligation of the Company to respond are subject to the protection of confidential data and Company's interest.

General Proxy V.

The general proxy can be given by the shareholder, as a client, to the intermediaries defined in accordance with art.2 para 1, point 20 of Law 24/2017, or to a lawyer.

The general proxy can be given for a period of maximum 3 years and the representative will have the right to vote in all aspects under the debate of the general meeting, including the disposition documents.

The general proxy will be accompanied by a Declaration on one's responsibility, signed, stamped and filed in original, of the legal representative of the intermediary or of the lawyer who received the proxy, to state that:

a) the proxy is given by the respective shareholder, as a client, to such intermediary, or to such lawyer, as applicable;

b) the general proxy is signed by the shareholder.

Before their first use, the general proxy will be filed/ sent in copy, certified for conformity with the original by the signature of the representative, in such a way as to be registered as received at the Company's registry desk until the date of April 16th, 2024, 13.00 hrs. (01:00 PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

VI. Special Proxy and Voting Bulletins by correspondence

The shareholders can attend and vote in the General Meeting of the Shareholders represented by other persons, based on special proxy, which will comprise specific voting instructions from the shareholder, with clear specification of the voting option for each item on the agenda, and will be given for representation in a single general meeting. A shareholder can appoint by proxy one or several alternate representatives to provide the representation in the General Meeting of the Shareholders. In case several alternate representatives are appointed by proxy, such proxy will also specify the sequence in which such alternate representatives exercise their mandate.

The forms for Special Proxy and for the Voting Bulletin by correspondence, made available to the shareholders as provided in paragraph I, will be filled in, signed and filed/ sent, in original, in such a way as to be registered at Company's registry desk until the date of April 16th, 2024, 13.00 hrs. (01:00 PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

***

Other information related to the General Meeting of the Shareholders can also be obtained by phone at numbers: 0234575070, ext. 1627, or 0234.572.006 or by email at the address of the GMS Permanent Secretary: [email protected].

President of the Bound of Directors of AEROSTAR S. Grigore FILIP U-SOMANIA

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