in accordance with the remuneration policy approved by the Annual Ordinary General Meeting for the board of directors and for the executive directors
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INTRODUCTION
The report for the financial year 2025 has been prepared in accordance with the provisions of Art. 107, para. (6) of Law no. 24/2017 regarding issuers of financial instruments and market operations and will be submitted to vote at the of Annual Ordinary General Meeting Shareholders (OGMS) on April 22th2026. The OGMS on April 24th2025, approved the 2024 Remuneration Report for the Members of the Board of Directors and Executive Directors.
This report provides an overview of remuneration, including all benefits, regardless of form, granted or owed during the last financial year to board of directors and executive directors, in accordance with the company's remuneration policy.
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REMUNERATION POLICY
In accordance with the provisions of Law 24/2017 regarding issuers of financial instruments and market operations, including subsequent amendments and completions, the General Meeting of Shareholders of April 24th2025 approved the Remuneration Policy. The Remuneration Policy is subject to shareholder approval in the General Meeting of Shareholders at least every 4 years.
The Remuneration Policy establishes the principles governing the remuneration of the board of directors and of the executive directors which are also members of the board of directors.
The remuneration policy is based on the following key principles:
To contribute to the successful implementation of the development of Aerostar SA in the short, medium and long term;
To ensure the proper involvement of shareholders in establishing the remuneration policy and in monitoring its implementation;
To contribute to the promotion of the mission and values of Aerostar SA;
To prevent situations of conflict of interest;
Provide the necessary and flexible tools to remunerate directors according to their responsibilities, skills and performance;
Ensure compliance with applicable legal requirements.
This Remuneration Policy applies to all Board of Directors members and Executive Directors (respectively the Chief Executive Officer (CEO) and Chief Financial Officer (CFO)), of Aerostar SA, regardless of the date of appointment or termination.
The purpose of applying the Remuneration Policy at Aerostar SA, consolidated on the previously stated principles, aims to:
Ensure solid and transparent corporate governance;
Align the management's remuneration with the Company's strategy, objectives, and
performance;
Retain competent professionals in leadership positions;
Establish a fair, competitive, and sustainable remuneration system;
Comply with the applicable legal framework and best governance practices.
The total remuneration granted to the Administrators and Directors of Aerostar S.A. (specifically the Chief Executive Officer and Chief Financial Officer) consists exclusively of fixed monthly net allowances, without any additional benefits, established in accordance with the Remuneration Policy approved by the Ordinary General Meeting of Shareholders.
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BOARD OF DIRECTORS
The management of Aerostar company is ensured by a Board of Directors. Its composition, organization, duties and responsibilities are established by the Articles of Association and by the company's Regulation of Organization and Functioning of the Board of Directors.
During the year 2025, there were no changes in the composition of the Board of Directors.
The Company's Board of Directors consists of five members (including two executive members and three non-executive members), whose term mandate was approved for 4 years, from July 11, 2024, to July 10, 2028. The composition of the Board of Directors is as follows:
Name:
Position:
Profession:
▪
FILIP GRIGORE
President of the Board of Directors and CEO
Aviation Engineer, member of the
Technical Sciences Academy of Romania
▪
DAMASCHIN DORU
Vice President of the
Board of Directors and CFO
Economist expert
▪
FILIP
ALEXANDRU
Member of the Board of
Directors and CEO
Aviation Engineer, PhD, MBA
▪
DOROŞ LIVIU
CLAUDIU
Member of the Board of
Directors
Economist, MBA
▪
TONCEA RADU
TUDOR
Member of the Board of
Directors
Aviation Engineer, MBA
Each member of the Aerostar SA Board of Directors is remunerated with a fixed net monthly allowance of 1,000 EUR, without annual variable allowances, or other additional benefits.
Fixed remuneration for the Executive Directors
The remuneration of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) is determined by a fixed monthly net allowance, within the limit established by the Ordinary General Assembly, without including an annual variable component or other additional benefits.
For the activity performed by the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the OGMS establishes the maximum limit of their fixed monthly net remuneration. The effective fixed monthly net remuneration granted to each of the CEO and CFO is determined by the Board of Directors in compliance with the maximum limit approved by the OGMS.
The OGMS on July 4, 2024, approved the maximum level of the additional remuneration for Board members who also hold executive roles, setting a fixed monthly net amount of up to ten (10) times (inclusive) the remuneration granted to a member of the Board of Directors. In 2025, the maximum limit approved by the OGMS for the executive members' remuneration was not exceeded, ranging between
6.5 and 7.2 times the fixed monthly net remuneration of the Board of Directors' members for the CFO and CEO, respectively.
Fixed remuneration of the Audit Committee Members
The General Meeting of Shareholders on July 4th2024, decided to validate the members of the audit committee as Mr. Daniel Botez and Mr. Florin Radu for a period of 4 years. The Ordinary General Meeting established the remuneration due to the members of the Audit Committee, for the activity carried out, at a fixed net monthly amount of half (50%) of the remuneration due to the members of the Board of Directors.
Other benefits
Aerostar S.A. provides to all members of The Board of Directors members and Executive Directors (respectively the General Director and the Financial Director) of Aerostar SA benefits in kind, consisting of mobile communication equipment (phone and subscriptions, laptop, etc.), insurance, reimbursement of travel expenses (transportation, accommodation, meals, travel insurance, representation expenses in Romania and abroad), excluding company vehicles.
Pension plans
Aerostar S.A. makes payments on behalf of the administrators to the Romanian public pension system in accordance with applicable legal provisions.
Except for participation in the public pension system, the Administrators do not benefit from any contributions to voluntary pension systems paid by Aerostar S.A.
The company has no other additional pension obligations. The Company is not engaged in any other post-retirement benefit system.
Professional liability insurance
Aerostar SA has contracted on behalf of the Administrators and Directors a professional civil liability insurance policy with a coverage of 300,000 EUR (the maximum value of the compensation).
Mandate contracts of the administrators/directors
According to the mandate contracts concluded, the company's Administrators and Directors are entitled, in carrying out their established duties, as appropriate, to:
Access all areas where the company operates
Access to information regarding the company's production and economic-financial activities
Use of a fully equipped office (including a computer, telephone, fax, stationery, and other office supplies)
Use a mobile phone or stationery and similar items
Use of a company vehicle (with or without a driver) with the reimbursement of related costs
Coverage of professional liability insurance and life insurance for business trips abroad
Reimbursement for accommodation, per diem, transportation, and other expenses incurred with supporting documents for business-related travel both domestically and internationally
Reimbursement of protocol expenses
None of the Board of Directors' members receive any form of remuneration from other entities within the group. No shares or stock options have been granted or offered to any member of the Board of Directors.
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COMPANY PERFORMANCE
Evolution of turnover and net profit in the period 2021 - 2025
Indicator:
2021
2022
2023
2024
2025
Turnover
376.434
466.991
506.294
584.004
620.434
Net profit
59.940
90.273
93.028
95.725
98.037
- CLOSING
This remuneration report will be subject to vote at the Ordinary General Meeting of shareholders dated 22thApril 2026. The shareholders opinion on the remuneration report will be of an advisory nature. Aerostar will explain in the next report how the vote of the General Assembly was taken into account.
Vice-Chairman of the Board of Directors
Ec. DAMASCHIN Doru