Current Report according to ASF Regulation no. 5/2018 Date of the report: April 23th, 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 Resolutions of the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. held on April 22th, 2026, at the first convening of the shareholders.
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 Ordinary General Meeting of the Shareholders of AEROSTAR S.A. was held on April 22th, 2026, at the first convening of the shareholders, at its headquarters in Bacau, 9th Condorilor street, starting at 13:00 hrs, local time.
The Convening of the General Meeting was published in accordance with all applicable laws and all the support documents for the proposed agenda of the General Meeting were available at the headquarters of the Company and online, on the Company's website www.aerostar.ro, section Investors Relation > General Meetings.
Following the meeting, the shareholders have adopted resolutions for the points on the agenda, which can be found in the attached document.
Attached:The Resolutions of the OGMS held on April 22th, 2026.
General Director, Alexandru FILIP RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AEROSTAR S.A. DATED 22.04.2026 The Ordinary General Meeting of the Shareholders of AEROSTAR S.A. ("The Company"), with the registered office in Bacău, 9, Condorilor Street, registered with the Trade Register Office attached to the Court of Bacău under no. J1991001137040 and having the unique registration code 950531, duly convened and legally assembled, on 22.04.2026, at which 87,9596% of the share capital, namely 133.942.596 shares out of the total of 152.277.450 shares, were present or represented,pursuant to Law no. 31/1990 - on commercial companies, as republished, Law no. 24/2017 on issuers of financial instruments and market operations, A.S.F. Regulation no. 5/2018 on issuers of financial instruments and market operations and the Company's Constitutive Deed,
HEREBY DECIDES:RESOLUTION No. 1
Sole Article. Approves by unanimity of the valid votes cast, in accordance with the provisions of Art. 129, para. (2) and para. (5) of Law no. 31/1990 on Companies, the election of the secretariat of the General Meeting, consisting of:Muntianu Cristian-Adrian - Secretary appointed from among the shareholders of the company and
Elena Rusu - Technical Secretary.
RESOLUTION No. 2
Sole Article. Approves by a majority of the valid votes cast the financial statements for the year 2025 accompanied by the Annual Report of the Board of Directors for the year 2025, the Independent Auditor's Report and the Remuneration Report for the Executive and Non-Executive Directors for the year 2025.The financial statements for 2025 show the following main economic results:
turnover: 620.434 thousand RON;
total revenues: 658.511 thousand RON;
total expenses: 549.993 thousand RON;
profit before tax: 108.518 thousand RON;
net profit for the financial year: 98.037 thousand RON.
RESOLUTION No. 3
Sole Article. Approves by a majority of the valid votes cast the discharge of liability of the Directors (Executive and Non-Executive) for the activity carried out in the year 2025. RESOLUTION No. 41 Sole Article. Approves by a majority of the valid votes cast the establishment of a gross dividend per share for the year 2025 of 0,35 RON and the allocation of the net result for the financial year 2025 (profit), namely the amount of 98.037.044,52 RON, as follows:Allocation to the legal reserve of reinvested profit: 9.734.591,88 RON;
Allocation to statutory reserves: 35.005.345,14 RON;
Allocation as dividends: 53.297.107,50 RON.
The distribution of dividends for the year 2025 will be carried out in accordance with the applicable legal provisions. The costs related to payments will be borne from the amount of the net dividend owed to each shareholder. The payment of dividends will be made through the Central Depository (Depozitarul Central S.A.) and the paying agent, CEC Bank. Approval of 5 June 2026, as the Dividend Payment Date for the financial year 2025.
RESOLUTION No. 5
Sole Article. Approves by a majority of the valid votes cast, the Revenue and Expenditure Budget for the year 2026, as follows:The General Activity Budget for 2026 (Annex 1 to Resolution No. 5), with the following main elements:
revenue from sales: 680.000 thousand RON;
total revenue: 726.000 thousand RON;
total expenses: 649.863 thousand RON;
gross result: 76.137 thousand RON;
net result: 63.955 thousand RON.
The Cash Flow Budget for 2026 (Annex 2 to Resolution No. 5);
The Key Economic and Financial Indicators for 2026 (Annex 3 to Resolution No. 5).
RESOLUTION No. 6
Art. 1. Approves by a majority of the valid votes cast, the determination of the directors' remuneration forthe financial year 2026, at a fixed net amount of 5.000 RON per month.
Art. 2. Approves by a majority of the valid votes cast, the authorisation of Ms. Elena Rusu to draft and sign, together with each member of the Board of Directors, the addendum to the specific contract, as applicable.RESOLUTION No. 7
Sole Article. Approves by unanimity of the valid votes cast, 15 May 2026, as the Record Date. In relation to the proposed Record Date, the ex-date will be 14 May 2026.
RESOLUTION No. 8
Sole Article. Approves by a majority of the valid votes cast, the authorisation of the Company's Chief Executive Officer, Mr. Eng. Alexandru FILIP, with the right to delegate, to:conclude and/or sign on behalf of the Company and/or on behalf of the Company's shareholders: the resolutions of this 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 this 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.
to Resolution No. 5
GENERAL ACTIVITY BUDGETfor the year 2026
(amounts are stated in thousand RON)Indicator | Planned 2026 | |
Operating revenue | ||
Revenue from sales | 680.000 | |
Income from changes in inventories and capitalised | 18.000 | |
production | ||
Other operating income | 2.000 | |
Total operating revenue | 700.000 | |
Operating expenses | ||
Cost of raw materials and consumables | (287.150) | |
Employee benefits expenses | (268.213) | |
Expenses for services and other operating expenses | (49.000) | |
Expenses related to depreciation of plant, property, and | (32.000) | |
equipment | ||
Net impairments and provisions | (2.500) | |
Total operating expenses | (638.863) | |
Profit/(loss) from operating activities | 61.137 | |
Financial income | 26.000 | |
Financial costs | (11.000) | |
Net financial profit/loss | 15.000 | |
Total revenue | 726.000 | |
Total expenses | (649.863) | |
Profit before tax | 76.137 | |
Income tax expense | (12.182) | |
Net profit for the period | 63.955 | |
Capital expenditures | 65.000 | |
Sources of financing for capital expenditures, of | 65.000 | |
which: | ||
Own sources | 65.000 |
ALEXANDRU FILIP DORU DAMASCHIN
AEROSTAR S.A. BACAU ANNEX 2to Resolution No. 5
CASH FLOW BUDGETfor the year 2026
(amounts are stated in thousand RON)PLANNED 2026 | |
CASH FLOWS FROM OPERATING ACTIVITIES receipts from customers | 701.420 |
VAT refunds from the State Budget | 3.022 |
payments to suppliers | (356.992) |
net payments to employees | (162.618) |
payments of taxes and duties to the State Budget | (109.195) |
income tax paid | (12.182) |
NET CASH FROM OPERATING ACTIVITIES | 63.455 |
CASH FLOWS FROM INVESTING ACTIVITIES | |
interest and dividends received | 19.500 |
payments for the acquisition of non-current assets | (35.000) |
NET CASH FROM INVESTING ACTIVITIES | (15.500) |
CASH FLOWS FROM FINANCING ACTIVITIES dividends paid (estimated in accordance with the distribution policy | (39.200) |
NET CASH FROM FINANCING ACTIVITIES | (39.200) |
Increase in cash and cash equivalents | 8.755 |
Cash and cash equivalents at the beginning of the period | 313.352 |
Cash and cash equivalents at the end of the period | 322.107 |
ALEXANDRU FILIP DORU DAMASCHIN
AEROSTAR S.A. BACAU ANNEX 3to Resolution No. 5
KEY ECONOMIC AND FINANCIAL INDICATORSfor the year 2026
PLANNED2026 | ||
I. Liquidity Indicators | ||
| > 5,00 > 5,00 > 10,00 | |
II. Risk Indicators | ||
1. Debt-to-equity ratio | 0 | |
III. Activity Indicators | ||
1. Total asset turnover | > 0,70 | turnover |
2. Fixed asset turnover | > 2,00 | turnover |
3. Current asset turnover, of which: | > 0,75 | turnover |
- Inventory turnover | > 2,50 | turnover |
- Total receivables turnover | > 5,00 | turnover |
- Accounts receivable collection period | < 60 | days |
4. Total liabilities turnover, of which: | < 8,00 | turnover |
- Accounts payable turnover | > 25 | days |
IV. Profitability indicators | ||
1. Return on equity | > 9,00% | |
2. Return on resources employed | 9,84% | |
3. Operating profit margin | 8,99% | |
4. Net profit margin (% of total revenue) | 8,81% | |
5. EBITDA | 14,06% | |
V. Working capital indicators | ||
1. Own working capital | 481.900 | k RON |
2. Working capital requirement | 323.000 | k RON |
3. Net cash | 158.900 | k RON |
ALEXANDRU FILIP DORU DAMASCHIN
VOTING SUMMARYFOR | AGAINST | ABSTAIN | NULL | ||||||
Draft decisions (2026) | Total valid cast votes | Votes | Percentage | Percentage (per social capital) | Votes | Percentage | Percentage (per social capital) | Votes | Votes |
1 | 133.942.596 | 133.942.596 | 100,0000% | 87,9596% | 0 | 0,0000% | 0,0000% | 0 | 0 |
2 | 110.888.639 | 110.888.639 | 100,0000% | 72,8201% | 0 | 0,0000% | 0,0000% | 23.053.957 | 0 |
3 | 109.368.814 | 109.368.814 | 100,0000% | 71,8221% | 0 | 0.0000% | 0.0000% | 24.573.782 | 0 |
4 | 110.888.639 | 1.523.125 | 1,3736% | 1,0002% | 109.365.514 | 98,6264% | 71,8199% | 23.053.957 | 0 |
41 | 110.888.639 | 109.365.514 | 98,6264% | 71,8199% | 1.523.125 | 1,3736% | 1,0002% | 23,053,957 | 0 |
5 | 110.888.639 | 110.888.639 | 100,0000% | 72,8201% | 0 | 0,0000% | 0,0000% | 23.053.957 | 0 |
6 | 110.888.639 | 110.888.639 | 100.0000% | 72,8201% | 0 | 0,0000% | 0.0000% | 23.053.957 | 0 |
7 | 133.942.596 | 133.942.596 | 100,0000% | 87,9596% | 0 | 0,0000% | 0.0000% | 0 | 0 |
8 | 110.888.639 | 110.888.639 | 100,0000% | 72,8201% | 0 | 0,0000% | 0.0000% | 23.053.957 | 0 |
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 the shares of Aerostar S.A. Bacău are included in a single class of shares and are registered,
ordinary, dematerialised, indivisible, of equal value and equal rights.
Permanent Secretary of the General Meeting of Shareholders, Elena RUSU