Aerostar SaBVB: ARS

(Updated) Draft Resolutions for the Ordinary General Meeting of Shareholders on 22/23 April 2026

· Issued by Aerostar SA
(UPDATED) DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AEROSTAR S.A. DATED 22/23.04.2026 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 22/23.04.2026, at which xx,xxxx% of the share capital, namely xxx.xxx.xxx 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:

DRAFT RESOLUTION No. 1

Sole Article. Approves [by a majority/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:

  1. [Mr./Mrs. ( surname, first name)] - Secretary appointed from among the shareholders of the company and

  2. Elena RUSU - Technical Secretary.

DRAFT RESOLUTION No. 2

Sole Article. Approves [by a majority/unanimity 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:

  1. turnover: 620.434 thousand RON;

  2. total revenues: 658.511 thousand RON;

  3. total expenses: 549.993 thousand RON;

  4. profit before tax: 108.518 thousand RON;

  5. net profit for the financial year: 98.037 thousand RON.

    DRAFT RESOLUTION No. 3

    Sole Article. Approves [by a majority/unanimity 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.

    DRAFT RESOLUTION No. 4

    Sole Article. Approves [by a majority/unanimity of the valid votes cast] the establishment of a gross dividend per share for the year 2025 of 0,32 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:

    1. Allocations to the legal reserve from reinvested profit: 9.734.591,88 RON;

    2. Allocations to statutory reserves: 39.573.668,64 RON;

    3. Allocations as dividends: 48.728.784,00 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.

Or

DRAFT RESOLUTION No. 41

Sole Article. Approves [by a majority/unanimity 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:

  1. Allocation to the legal reserve of reinvested profit: 9.734.591,88 RON;

  2. Allocation to statutory reserves: 35.005.345,14 RON;

  3. 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.

DRAFT RESOLUTION No. 5

Sole Article. Aprobă [by a majority/unanimity of the valid votes cast], the Revenue and Expenditure Budget for the year 2026, as follows:

  1. The General Activity Budget for 2026 (Annex 1 to Draft Resolution No. 5), with the following main elements:

    1. revenue from sales: 680.000 thousand RON;

    2. total revenue: 726.000 thousand RON;

    3. total expenses: 649.863 thousand RON;

    4. gross result: 76.137 thousand RON;

    5. net result: 63.955 thousand RON.

  2. The Cash Flow Budget for 2026 (Annex 2 to Draft Resolution No. 5);

  3. The Key Economic and Financial Indicators for 2026 (Annex 3 to Draft Resolution No. 5).

    DRAFT RESOLUTION No. 6

    Art. 1. Approves [by a majority/unanimity of the valid votes cast], the determination of the directors'

    remuneration for the financial year 2026, at a fixed net amount of 5.000 RON per month.

    Art. 2. Approves [by a majority/unanimity of the valid votes cast], the authorisation of [Ms./Mr. (surname, first name)] to draft and sign, together with each member of the Board of Directors, the addendum to the specific contract, as applicable.

    DRAFT RESOLUTION No. 7

    Sole Article. Approves [by a majority/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.

    DRAFT RESOLUTION No. 8

    Sole Article. Approves [by a majority/unanimity of the valid votes cast], the authorisation of the

    Company's Chief Executive Officer, Mr. Eng. Alexandru FILIP, with the right to delegate, to:

    1. 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

    2. perform all legal formalities necessary for the registration, opposability, execution, and publication of the adopted resolutions.

President of the Board of Directors of AEROSTAR S.A., Eng. Grigore FILIP AEROSTAR S.A. BACAU ANNEX 1

to Draft Resolution No. 5

DRAFT GENERAL ACTIVITY BUDGET

for the year 2026

(amounts are stated in thousand RON)

Indicator

Operating revenue

Planned

2026

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

CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR

ALEXANDRU FILIP DORU DAMASCHIN

AEROSTAR S.A. BACAU ANNEX 2

to Draft Resolution No. 5

CASH FLOW BUDGET

for 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

CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR

ALEXANDRU FILIP DORU DAMASCHIN

AEROSTAR S.A. BACAU ANNEX 3

to Draft Resolution No. 5

KEY ECONOMIC AND FINANCIAL INDICATORS

for the year 2026

PLANNED

2026

I. Liquidity Indicators

  1. Current liquidity

  2. Quick liquidity

  3. General solvency ratio

> 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

CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR

ALEXANDRU FILIP DORU DAMASCHIN

TOTAL NUMBER OF SHARES AND VOTING RIGHTS ON THE DATE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 22/23.04.2026

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

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