Aerostar S.A. — Proxy Solicitation & Information Statement 2026

Apr 6, 2026

AEROSTAR S.A.
GRUP INDUSTRIAL AERONAUTIC-BACAU-ROMANIA
9, Condorilor's Street, Bacău 600302; EUID Code: ROONRC J1991001137040 -R.C.Bacău;
Unique Registration Code: RO 950531; Share capital: 48.728.784 lei
Tel. +40 234575070; Fax +40 234572023 / +40 234572259
e-mail: aerostar@aerostar.ro; website: www.aerostar.ro

Current Report

according to ASF Regulation no. 5/2018
Date of the report: 06.04.2026

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: J1991001137040
LEI: 315700G9KRN3B7XDBB73
Web/e-mail: www.aerostar.ro, aerostar@aerostar.ro
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:

• Completing of the Convening of the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. for the date of 22/23 of April, 2026, 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 of AEROSTAR S.A., met on April 6, 2026, at the request of the majority shareholder, IAROM S.A., holding 71.52% of the share capital, completes the AGENDA of the Ordinary General Meeting of the Shareholders of AEROSTAR S.A., for the date of 22/23 of April, 2026, at 13:00 hours (01:00 PM), with the point highlighted in the attached Completion of the Convening of the GMS.

The convening of the General Meeting was approved in the Board of Directors Meeting of March 19, 2026 and was published in the Official Journal of Romania, Part IV no. 1711 of March 20, 2026 as well as at the BVB, ASF, Depozitarul Central SA, in the Financial Intelligence newspaper and on the website www.aerostar.ro, on the same date, March 20, 2026.

Attached:

Completing of the OGMS for the date of 22/23 of April, 2026.

General Director,
Alexandru FILIP

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COMPLETING THE CONVENING NOTICE OF THE Ordinary General Meeting of the Shareholders of AEROSTAR S.A. (OGMS) convened for the 22th/23th April, 2026, at 1:00PM

(at the request of IAROM S.A., as a shareholder holding more than 5% of the share capital)

The Board of Directors of AEROSTAR S.A., with head office in Bacau, 9th Condorilor street, Bacau county, registered in the National Trade Register of Romania with number J1991001137040, tax registration code: RO950531, in compliance with the Companies Act no 31/1990, with the Law no 24/2017 regarding the issuers of financial instruments and market operations, with the Financial Supervisory Authority (A.S.F.) Regulation no. 5/2018 regarding the issuers of financial instruments and market operations and the Procedure for organizing and conduct of the General Meetings of the Shareholders of AEROSTAR S.A., duly met on April 6, 2026,

Taking into consideration:

a) The convening of the Ordinary General Meeting of the Shareholders for 22th/23th April, 2026, at 01:00PM (local time), to be held at the head office of AEROSTAR S.A., in Bacau, 9th Condorilor street, Bacau County, published in the Official Monitor of Romania, Part IV, no. 1711/20.03.2026;
b) The request sent by the majority shareholder, IAROM S.A. (having a participation share of 71.52% of the share capital), under article 117¹ of the Companies Act no 31/1990, in conjunction with article 105 para (3) of Law no 24/2017 regarding the issuers of financial instruments and market operations,

Completes the Agenda for the Ordinary General Meeting of the Shareholders, convened for the 22th/23th April, 2026, at 01:00PM (local time), with the following point:

"Approval of the allocation of net profit and determination of the gross dividend per share at the amount of 0,35 RON. The costs related to the payments shall be borne from the net dividend amount. The payment of dividends shall be made through the Central Depository and the paying agent CEC Bank. Approval of 05 June 2026, as the dividend Payment Date for the financial year 2025."

Therefore, for Ordinary Meeting of the Shareholders of AEROSTAR S.A. convened for 22nd/23rd April, 2026, at 01:00PM (local time), and which will be held at the company’s headquarters in Bacau, 9th Condorilor street, Bacau County, and where the shareholders that are entitled to attend and vote are all the shareholders recorded in the Shareholders Registry at April 08, 2026, the Agenda shall be as follows:

AGENDA:

1. Election of the secretariat of the General Meeting, in accordance with Article 129, paragraph (2) and paragraph (5) of Law No. 31/1990 on companies.
2. Approval of the Financial Statements for the year 2025, accompanied by the Annual Report of the Board of Directors for 2025, the Independent Auditor’s Report and the Remuneration Report for the Directors (Executive and Non-Executive) related to 2025.

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1. Approval of the discharge of liability of the Directors (Executive and Non-Executive) for the activity carried out in 2025.

2. Approval of the allocation of net profit and determination of the gross dividend per share at the amount of 0.32 RON. The costs related to the payments shall be borne from the net dividend amount. The payment of dividends shall be made through the Central Depository and the paying agent CEC Bank. Approval of 5 June 2026, as the dividend Payment Date for the financial year 2025.

4¹ Approval of the allocation of net profit and determination of the gross dividend per share at the amount of 0.35 RON. The costs related to the payments shall be borne from the net dividend amount. The payment of dividends shall be made through the Central Depository and the paying agent CEC Bank. Approval of 5 June 2026, as the dividend Payment Date for the financial year 2025.

1. Approval of the Revenue and Expenditure Budget for the year 2026.

2. Determination of the remuneration of the members of the Board of Directors for the financial year 2026 and the empowerment of a person, as representative of the General Meeting, to prepare and sign, together with each member of the Board of Directors, the addendum to the specific contract, as applicable to each of them.

3. Approval of 15 May 2026, as the Record Date. In relation to the proposed Record Date, the ex-date will be 14 May 2026.

4. Authorisation of the Company’s Chief Executive Officer, Mr. Eng. Alexandru FILIP, with the possibility of substitution, to:

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, as well as any and all resolutions, documents, applications, forms, and requests adopted/drawn up for the purpose of, or for the execution of the resolutions of the General Meeting of Shareholders, in relation to any natural or legal person, private or public; and

b) perform all legal formalities necessary for the registration, opposability, execution, and publication of the adopted resolutions, in accordance with the adopted resolutions.

All forms, modified draft resolutions and other documentation requested for the General Meeting of the Shareholders, updated in accordance with the completing of the convening of the shareholders, will be available at the company’s headquarters in Bacau, 9ᵗʰ Condorilor street, Bacau County and on the company’s website: www.aerostar.ro, Investors Relation > AGA > 2026, in both the Romanian and English languages, starting April 07, 2026.

We would like to remind you important dates as they have been established in the Convening:

I. The shareholders that have the right to participate and vote in the General Meetings are the shareholders that are registered in the Shareholder Registry on April 08, 2026.

II. The date to which questions regarding the Agenda can be addressed is set for April 09, 2026, at 01:00PM; Answers to the questions shall be available starting April 17, 2026, at 04:00PM.

III. General proxies, special proxies and ballots by mail for the General Meeting shall be sent so they are registered at the Company no later than April 20ᵗʰ, 2026, at 01:00PM for the Ordinary General Meeting.

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Further information regarding the General Meeting of Shareholders can also be obtained by phone: 0234575070, ext. 1445, or 0234.572.006 or by e-mail: elena.rusu@aerostar.ro

President of the Board of Directors of AEROSTAR S.A.
Eng. Grigore FILIP