Current Report according to ASF Regulation no. 5/2018 Date of the report: 20.03.2026
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.roShare 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 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 convenes 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 agenda specified in the attached Convening.
The Convening of the General Meeting was approved in the Board of Directors' meeting held on March
19th, 2026, and will be published in the Official Journal 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 08 of April, 2026.
Support documents for the proposed agenda of the General Meeting will be available starting 20 of March, 2026, at the headquarters of the Company and online, on the Company's website www.aerostar.ro, section Investors Relation > AGA > 2026.
Attached:The Convening of the OGMS for the date of 22/23 of April, 2026.
General Director, Alexandru FILIP The Board of Directors of AEROSTAR S.A. duly met on 19.03.2026 CONVENES the Ordinary General Meeting of Shareholders of AEROSTAR S.A. (OGMS) on 22.04.2026, at 1:00 p.m.The proceedings of the General Meeting will be held at the registered head office in Bacau, 9, 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 organising and conducting the General Meetings of the Shareholders of AEROSTAR S.A. published on the company website https://www.aerostar.ro.
The share capital of Aerostar S.A. Bacău totalling 48.728.784 RON is divided into 152.277.450 shares with a nominal value of 0,32 RON/share. All shares of Aerostar S.A. Bacău are included in a single class of shares and are registered, ordinary, dematerialised, indivisible shares of equal value, each share carrying one vote at the General Meeting of Shareholders.
All shareholders registered in the shareholders' register (maintained by the Central Depository S.A.) at the end of 08 April 2026, set as the Reference Date, are entitled to participate and vote at the General Meetings of Shareholders.
If the statutory and legal quorum requirements are not met at the first meeting, the General Meeting of Shareholders of AEROSTAR S.A. will be convened on 23 April 2026, at 1:00 p.m., with the Reference Date, agenda, and venue remaining unchanged.
AGENDA: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.
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.
Approval of the discharge of liability of the Directors (Executive and Non-Executive) for the activity carried out in 2025.
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.
Approval of the Revenue and Expenditure Budget for the year 2026.
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.
Approval of 15 May 2026, as the Record Date. In relation to the proposed Record Date, the ex-date will be 14 May 2026.
Authorisation of the Company's Chief Executive Officer, Mr. Eng. Alexandru FILIP, with the possibility of substitution, to:
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
perform all legal formalities necessary for the registration, opposability, execution, and publication of the adopted resolutions, in accordance with the adopted resolutions.
Shareholders' Rights to Participate and Vote in the General Meeting of Shareholders
Only the shareholders registered in the Company's Shareholders' Register at the Reference Date (08 April 2026) are entitled to attend and vote at the General Meeting of Shareholders, in accordance with the applicable legal provisions and the Constitutive Deed, either in person, through legal representatives or through a designated proxy (based on a special or general Power of Attorney), subject to legal restrictions, or prior to the General Meeting of Shareholders, by correspondence (based on a Voting Ballots by correspondence).
Access and/or voting by correspondence of shareholders entitled to participate in the General Meeting of Shareholders shall be permitted upon proof of their identity, provided, in the case of individual shareholders, by means of an identity document, or, in the case of legal entity shareholders, by means of the identity document of their legal representative. The status of legal representative of legal entity shareholders shall be ascertained based on the list of shareholders as of the Reference Date, received from the Central Depository (Depozitarul Central S.A.). If the information regarding the status as legal representative has not been duly updated with the Central Depository (Depozitarul Central S.A.) by the legal entity shareholder as of the Reference Date, proof of legal representation shall be provided based on an official document issued by a competent authority regarding the identity of the legal representative of the legal entity shareholder, either in original or as a copy certified as true to the original, issued no more than 30 days prior to the publication date of this convening notice.
Representatives of individual shareholders shall be identified based on their identity document, accompanied by a special or general Power of Attorney signed by the individual shareholder. Representatives of legal entity shareholders shall be identified based on their identity document, accompanied by a special or general Power of Attorney signed by the legal representative of the legal entity shareholder and an official document issued by a competent authority regarding the identity of the legal representative of the legal entity shareholder, either in original or as a copy certified as true to the original, issued no more than 30 days prior to the publication date of this convening notice.Documents submitted in a foreign language other than English shall be accompanied by a translation into Romanian or English, prepared by an authorised translator.
Information regarding special and general Powers of Attorney and voting by correspondence is provided under sections V and VI below.
Documents Related to and in Connection with the General Meeting of Shareholders
Starting 20 March 2026, the documents related to and in connection with the General Meeting of Shareholders (the Convening Notice, special proxy forms, forms of the Voting Ballots by correspondence, documents and information materials regarding the items on the agenda, draft resolutions for the agenda items) will be made available to shareholders on the Company's website: https://www.aerostar.ro and may also be consulted at the Company's head office on each working day, between 10:00 a.m. and 3:00 p.m.
- Shareholders' Rights to Request the Addition of New Items to the Agenda and to Submit Draft Resolutions for Existing or Proposed Agenda Items.
Shareholders representing, individually or together, at least 5% of the share capital have the right, in accordance with the law, to request the addition of new items to the agenda, as well as to submit draft resolutions for existing or proposed agenda items, only in writing, as follows:
by submitting the original documents at the Company's head office (9 Condorilor Street, Bacau) no later than 03 April 2026, at 1:00 p.m.;
by sending the original documents by registered mail with acknowledgment of receipt or by courier, in a sealed envelope, so that they are recorded as received by the Company's registry no later than 03 April 2026, at 1:00 p.m.
Each proposed item must be accompanied by a justification or a draft resolution proposed for adoption by the General Meeting of Shareholders.
To prove shareholder status, copies of the documents referred to in section I, as appropriate, as well as an account statement issued by the Central Depository showing shareholder status and the number of shares held, must be attached.
Shareholders' Right to Submit Questions Regarding the Agenda
Any interested shareholder has the right to submit written questions regarding the items on the agenda, so that they are recorded as received by the Company's registry no later than 09 April 2026, at 1:00 p.m.
To prove shareholder status, copies of the documents referred to in section I, as well as an account statement issued by the Central Depository showing shareholder status and the number of shares held, must be attached.
The answers will be made available on the Company's website https://www.aerostar.ro, starting 17 April 2026, at 4:00 p.m.
The right to submit questions and the Company's obligation to respond are subject to the protection of the Company's confidentiality and interests.
General Powers of Attorney
A general power of attorney may be granted by a shareholder, acting as a customer, to intermediaries as defined in Article 2 para (1) point (19) of Law No. 24/2017 or to an attorney.
The general power of attorney is granted for a period not exceeding 3 years, and the representative shall have the right to vote on all matters under consideration at the General Meeting of Shareholders, including with respect to acts of disposal.
The general power of attorney shall be accompanied by a Declaration on own responsibility, signed, stamped, and submitted in original form, by the legal representative of the intermediary or the attorney who received the power of attorney, stating that:
the power of attorney is granted by the respective shareholder, in their capacity as a customer, to the intermediary or, as the case may be, to the attorney;
the general power of attorney is signed by the shareholder.
Prior to their first use, copies of the general powers of attorney, certified as true copies of the original and signed by the representative, must be submitted or sent so that they are registered as received by the Company's Registry Office no later than 20 April 2026, at 1:00 p.m.
To prove the shareholder status, copies of the documents mentioned under Section I shall be attached, as well as an account statement issued by the Central Depository confirming shareholder status and the number of shares held.
Special Powers of Attorney and Voting Ballots by Correspondence
Shareholders may also attend and vote at the General Meeting of Shareholders through other persons, based on a special power of attorney, which shall contain specific voting instructions from the shareholder and shall be granted for representation at a single general meeting.
A shareholder is permitted to grant a special power of attorney to a single representative. A shareholder may appoint, through the power of attorney, one or more alternate representatives to ensure their representation at the General Meeting of Shareholders. Where several alternate representatives are appointed through the power of attorney, the order in which they shall exercise their mandate shall also be specified.
The special power of attorney forms and the voting ballots by correspondence, made available to shareholders in accordance with the provisions set out under Section I, shall be duly completed, signed in ink, and submitted/sent in original, so as to be registered as received at the Company's Registry Office no later than 20 April 2026, at 1:00 p.m., under the penalty of forfeiting the right to vote at the General Meeting of Shareholders.
To prove the shareholder status, copies of the documents mentioned under Section I shall be attached, as well as an account statement issued by the Central Depository, evidencing the shareholder status and the number of shares held.
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Further information regarding the General Meeting of Shareholders may also be obtained by telephone at the following numbers: 0234575070, ext. 1445, or 0234.572.006 or by e-mail at: elena.rusu@aerostar.ro .
President of the Board of Directors of AEROSTAR S.A., Eng. Grigore FILIP