Market News


AEROSTAR S.A. - ARS

Notice of OGSM 13.08.2020

Release Date: 7/13/2020 11:03:42 AM

IRIS Code: 1B1E3

Current Report

according to ASF Regulation no. 5/2018

Date of the report: 13.07.2020

 

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, 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”)

 

Convening of the Ordinary General Meeting of Shareholders for the date of August 13th, 2020

 

The Board of Directors of AEROSTAR S.A. Bacau, with head office in Bacau, 9 Condorilor St, Bacau county, postal code 600302 (hereinafter named as the Company), duly met on the date of July 09th, 2020, 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, with the Constitutive Deed of the Company and with the Procedure for organizing and conduct of the General Meetings of the Shareholders of AEROSTAR S.A. published on the company website www.aerostar.ro,

 

CONVENES:

 

The   ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on the date of August 13th, 2020, 13.00 hrs., at the registered head office of the company in Bacau, 9 Condorilor St., for all the shareholders recorded in the Shareholders’ Register as on the end of the day of July 29th, 2020, considered as the Reference Date, for this meeting.

 

In case the quorum conditions are not met as provided in art.33 point. 1) of the Constitutive Deed of the Company, the second General Meeting of Shareholders is convened and set, in compliance to art.118 of the Companies Act no 31/1990, in relation to art.33 point 2) of the Constitutive Deed of the Company, on the immediately next day, that is the date of August 14th, 2020, 13.00 hrs., at the same address, having the same Agenda and Reference Date.

 

THE AGENDA:

 

1.        Election of the secretariate of the OGMS meeting in accordance with art.129, para (2) and para (5) of the Law no 31/1990 on companies.

2.        Appoint the Audit Committee, as per art. 65 of the Act/Law no 162/2017 with reference to the statutory auditing of the annual financial statements and the consolidated annual financial statements.

3.        The approval of the date of September 1st, 2020, as Record Date, in accordance with art. 86 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 August 31st, 2020.

4.        Empower  the President – General Director of the Company, Mr. Eng. Grigore 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 present Ordinary General Meeting of Shareholders, any and all such decisions, documents, applications, forms and request applications adopted/ prepared in the purpose or for the execution of the decisions of the present Ordinary General Meeting of Shareholders, in relation to any natural or legal person, private or public; and

b) perform all the legal formalities for registration, opposability, execution and publication of the decisions  adopted.

 

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

 

Only the shareholders registered in the Shareholders’ Register on the date of reference  (July 29th, 2020), have the right to attend and vote in the ordinary 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 Ordinary 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 Ordinary 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 shareholders- 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 authorised 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.

 

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

 

Starting with July 14th, 2020, the documents related to and in connection with the Ordinary General Meeting (Convening Notice, Special Proxy forms, forms of the Voting Bulletins by correspondence, the documents and informative materials regarding the items on the agenda, 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 headoffice, every working day, 9.oo a.m. to 14.00 hrs.

 

  1. 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 July 27th, 2020,  13.00 hrs.

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

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

 

  1. 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 July 27th, 2020, 13.00 hrs.

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 August 03rd, 2020, 16.00 hrs.

 

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

 

  1. General Proxy

 

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 time 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 August 11th, 2020, 13.00 hrs.

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

 

  1. Special Proxy and Voting Bulletins by correspondence

 

The shareholders can attend and vote in the Ordinary 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 Ordinary 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 August 11th, 2020, 13.00 hrs.

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

 

Other information related to the Ordinary General Meeting of the Shareholders can also be obtained by phone at numbers: 0234575070, ext 1445, or 0234572006 or by email at the address of the GMS Permanent Secretary: elena.rusu@aerostar.ro.

 

President of the Board of Directors- General Director

Grigore FILIP

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved