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AEROSTAR S.A. - ARS

OGSM resolutions 09.07.2020

Release Date: 7/10/2020 7:46:24 AM

IRIS Code: 55513

Current Report

according to ASF Regulation no. 5/2018

Date of the report: 10.07.2020

 

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”)

 

Important events to be reported     

 

 

RESOLUTIONS

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AEROSTAR S.A.

ON THE DATE OF 09.07.2020

 

The Ordinary General Meeting of Shareholders of  AEROSTAR S.A. (OGMS), 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 09 July 2020, where 87,5417% of the share capital was present or represented, that is 133.306.353 shares of the total of 152.277.450 shares,

 

Based on the Companies’ Act no 31/1990, republished, of the Law no 24/2017 with reference to the issuers of financial instruments and market operations, of the A.S.F. Regulation no 5/2018 with reference to the issuers of financial instruments and market operations,  of  the Constitutive Deed of the Company,

 

DECIDES:

 

RESOLUTION no 25

Sole article. With 133.306.353 votes "for" and 0 votes "against" and 0 votes  "abstentions", in accordance with the provisions of art.129, para (2) and para (5) of the Law no 31/1990 regarding the companies, the election of the secretariat of the OGMS meeting, made up of

1.Mr. Muntianu Cristian Adrian- secretary  designated from among the shareholders of the company

2. Mrs Rusu Elena - technical secretary

 

RESOLUTION no 26

Sole article.  With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions" to set a Board of Directors made up of 5 (five) natural persons.

 

RESOLUTION no 27

Sole article. The election by secretely expressed voting, as members of the Board of Directors, for a  period of 4 years, starting with the date of 11.07.2020 until 10.07.2024, of the following persons:

 

1.      Grigore FILIP, with 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions";

2.      Doru DAMASCHIN, with 133.301.413 votes "for" and 0 votes "against" and 4.940 votes "abstentions";

3.      Mihail-Nicolae TONCEA, with 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions";

4.      Liviu-Claudiu DOROS, with 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions";

5.      Daniel VIRNA, with 133.306.253 votes "for" and 0 votes "against" and 0 votes "abstentions".

 

RESOLUTION no 28

Art.1. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions", to maintain for each member of the Board of Directors a fixed, net, monthly remuneration of 4.750 lei for the financial year 2020 starting with the month of July 2020.

Art.2. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions" to approve as a maximum level of the additional remunerations for the members of the Board of Directors who also have executive attributions, of a fixed, monthly, amount of maximum 10 (ten) times (inclusively) the remuneration of 4.750 lei, applied individually, as applicable to each case.

Art.3.  With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower the Board of Directors to negotiate them within the level approved.

 

 

RESOLUTION no 29

Art.1. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions", to set the essential general provisions of the mandate agreements made with the members of the Board of Directors in accordance with the model in the Annex attached to the resolution herein.

Art.2. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions" the approval to empower Mr. Dan-Mihai TONCEA as a representative of the General Meeting of the Shareholders to draw-up and sign, with each of the members of the Board of Directors, the mandate agreement, as applicable to each.

 

 

RESOLUTION no 30

Sole Article. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions" the approval of the date of 24.07.2020 as Record Date in accordance with art.86 para 1 of Law no 24/2017 with reference to the issuers of financial instruments and market operations. With reference to the proposed Record Date, the ex date will be 23.07.2020.

 

DRAFT RESOLUTION no 31

Sole Article. With 133.306.353 votes "for" and 0 votes "against" and 0 votes "abstentions", empower the General Director of the Company, with the possibility of substitution:

 

a) to conclude and /or sign on behalf of the Company and/or on behalf of Company shareholders: the resolutions of the present Ordinary General Meeting of  the Shareholders, the updated Constitutive Deed, 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 the 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


 

 

AEROSTAR S.A. BACAU

 

 

TOTAL NUMBER OF SHARES

AND

VOTING RIGHTS

ON THE DATE OF CONVENING

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

ON 09/10.07.2020

 

 

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 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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