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AEROSTAR S.A. - ARS

OGSM resolutions 13.12.2018

Release Date: 12/14/2018 9:25:17 AM

IRIS Code: F837D

Current Report

according to ASF Regulation no. 5/2018

Date of the report: 14.12.2018

 

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”)

     

 

 

 

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

ON THE DATE OF 13.12.2018

 

 

The Ordinary General Meeting of Shareholders of AEROSTAR SA (the “Company”), with the head office 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 December 13th, 2018, where 87,5211% of the share capital was present or represented, that is 133.274.900 shares of the total of 152.277.450 shares,   

Based on the Companies’ Act no 31/1990, republished, of the Law no. 24/2017 regarding the issuers of financial instruments and market operations, of the A.S.F. (Financial Supervisory Authority) Regulation nr. 5/2018 regarding the issuers of financial instruments and market operations, and of the Constitutive Deed of the Company,

 

 DECIDES:

 

 RESOLUTION no. 7

 

 Sole Article.  With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the Budget of Revenues and Expenses for the year 2018, as follows:

  1. The budget of the General Activity for the year 2019 (Annex 1) with the following main elements:

a)      Turnover:                         350.000 thousand lei;

b)      Total revenues:                 369.000 thousand lei;

c)      Total expenses:                  323.566 thousand lei;

d)     Gross result:                       45.434 thousand lei;

e)      Net result:                          38.165 thousand lei.

  1. Budget of the Treasury Activity for the year 2019 (Annex 2);
  2. Main Economic- Financial Indicators for the year 2019 (Annex 3).

 

 

AEROSTAR S.A. BACAU

ANNEX 1

 

THE BUDGET OF THE GENERAL ACTIVITY

for the year 2019

(the amounts are expressed in thousands lei)

 

PLANNED

2019

PLANNED

2018

Turnover

 

            350.000

                       340.000

Income from the variation of inventories of finished products and

 

              11.500

                           4.500

production in progress

     

Income from the activity performed by the entity and capitalized

 

                  500

                            500

Other operating income

 

                2.000

                           1.000

Total Operating Income

 

            364.000

                       346.000

Expenses

     

Expenses with materials

 

(135.000)

(134.100)

Expenses with manpower, of which:

 

(120.066)

(110.065)

Expenses with employees’ benefits

 

(103.885)

(95.056)

Meal tickets

 

(6.462)

(6.484)

Other expenses with manpower

 

(9.719)

(8.525)

Expenses related to external suppliers

 

(26.600)

(35.448)

Expenses with amortization of property, plant and equipment

 

(32.000)

(28.800)

Other operating expenses

 

(1.400)

(1.100)

Expenses with depreciation of assets

 

(2.000)

-

Expenses related to provisions

 

(1.500)

-

Total Operating Expenses

 

(318.566)

(309.513)

Operating Profit

 

45.434

36.487

       

Financial Revenues

 

5.000

4.500

Financial Expenses

 

(5.000)

(4.500)

       

Financial Profit

 

-

-

Total Revenues

 

369.000

350.500

Total Expenses

 

(323.566)

(314.013)

       

Profit before tax

 

45.434

36.487

       

Tax on  profit

 

(7.269)

(6.568)

       

Net Profit of the financial year

 

38.165

29.919

       

Capital Expenses, of which:

 

55.766

39.966

       - for environmental protection

 

659

993

Sources for financing the capital expenses, of which:

 

55.766

39.966

Own sources

 

55.766

39.966

         

PRESIDENT,                                                                                   VICE-PRESIDENT,

GENERAL DIRECTOR,                                                                FINANCIAL DIRECTOR,

GRIGORE FILIP                                                                               DORU DAMASCHIN

 

ANNEX 2

AEROSTAR S.A.

     
       

 

 

THE BUDGET OF THE TREASURY ACTIVITY

 

for year 2019

 

(the amounts are expressed in thousands lei)

 
       
   

                             PLANNED

 

 

 

                                 YEAR 2019

 

TREASURY CASH FLOWS FROM OPERATIONS

     

Collected  from Customers

 

363.300

 

tax reimbursed from the State Budget

 

3.025

 

payments to suppliers and employees

 

(250.420)

 

 

 

 

 

payment of taxes, contributions and due to State Budget  

 

(48.970)

 

payment of tax on profit

 

(7.270)

 

NET CASH FROM OPERATIONS

 

59.665

 
       

TREASURY CASH FLOWS FROM INVESTMENTS

     

interest collected

 

2.005

 

dividends collected

 

200

 

instalments received from loans granted

 

5

 

payments for acquisition of property, plant and equipment

 

(55.766)

 

NET CASH FROM INVESTMENTS

 

(53.556)

 
       

TREASURY CASH FLOWS FROM FINANCING OPERATIONS

     

payment of dividends

 

(15.000)

 

NET CASH FROM FINANCING OPERATIONS

 

(15.000)

 
       

Net Increase/ decrease of cash and cash equivalents

 

(8.891)

 

Cash and cash equivalent at the beginning of the fin. year

 

150.872

 

Cash and cash equivalent at the end of the fin. year

 

141.981

 
       
       

PRESIDENT,

 

VICE-PRESIDENT,

 

GENERAL DIRECTOR,

 

FINANCIAL DIRECTOR,

GRIGORE FILIP

 

DORU DAMASCHIN

 

 

ANNEX 3

AEROSTAR S.A.

     
       

 

MAIN ECONOMIC & FINANCIAL INDICATORS

for the year 2019

       

 

PLANNED YEAR 2019

PLANNED YEAR 2018

 

I. Liquidity Indicators

Valori

 

 

1. General liquidity

 > 3,00

 > 3,00

 

2. Immediate liquidity

 > 2,50

 > 2,50

 

3. General solvency rate

 > 5,00

 > 5,00

 
       

II. Risk Indicators

 

 

 

1. Indebtness rate indicator

0

0

 
       

III. Activity Indicators

 

 

 

1. Rotation of total assets

 > 0,70

 > 0,80

 rotations

2. Rotation of immobilized assets

 > 2,00

 > 2,00

 rotations

3. Rotation of circulating assets, of which:

 > 1,00

 > 1,20

 rotations

 - Rotation of inventories

 > 3,85

 > 4,00

 rotations

 - Rotation of total receivables

 > 6,00

 > 5,00

 rotations

 - Rotation rate of client debits

 < 60

 < 60

 days

4. Rotation of total liabilities, of which:

 < 6,00

 < 6,00

 rotations

       

 - Rotation rate of supplier credits

 > 30

 > 30

 Days

       

IV. Profitability Indicators

 

 

 

1. Return on equity  rate

 > 0,11

 > 0,11

 
       

2. Profitability rate for consumed resources

 0,12

 0,10

 
       

3. Profitability rate from operations

12,98%

10,73%

 

4. Net profit rate

10,90%

8,80%

 
       

V. Working Capital Indicators 

 

 

 

1. Company own working capital

149.885

97.800

 K lei

2. Working capital  requirement

91.000

85.000

 K lei

3. Net treasury

58.885

12.800

 K lei

 

 

 

 

 

PRESIDENT OF THE BoD,                                                            VICE-PRESIDENT OF THE BoD,

GENERAL DIRECTOR                                                      FINANCIAL DIRECTOR,

GRIGORE FILIP                                                                    DORU DAMASCHIN

 

RESOLUTION no. 8

Art. 1. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval to freeze, at the level decided by the Ordinary General Meeting of the Shareholders on the date of 14 December 2017, the allowance of the Directors (administrators) for the financial year 2019.

Art. 2. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to designate a person, as representative of the General Meeting of Shareholders and, such person will represent the company, to edit and sign, with each of the members of the Board of Directors, the additional agreement to the specific contract, as applicable to each.

Art. 3. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower and give the mandate to Mrs. ELENA RUSU, to edit and sign, with each of the members of the Board of Directors, the additional agreement to the specific contract, as applicable to each.

 

RESOLUTION no. 9

Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to register in accordance with the legal provisions, as “other revenues” the dividends for the year 2014, not collected and prescribed, which are outstanding balance as on the end of the date of 23.10.2018.

 

RESOLUTION no. 10

Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", the approval of the date of January 4, 2019, as the Recod Date, in accordance with art.86 para 1) of the Law no 24/2017 regarding the issuers of financial instruments and market operations.

With reference to the proposed record date, the ex date will be January 3, 2019.

 

RESOLUTION no. 11

Sole Article. With 133.274.900 votes "for" and 0 votes "against" and 0 votes "abstentions", to empower the President- General Director of the Company, Mr. eng. Grigore Filip, with the possibility of substitution, in order to:

a) conclude and/or sign on behalf of the Company and/or on behalf of the Company shareholders: the decisions of the present Ordinary General Meeting of Shareholders, 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 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 13.12.2018

 

 

The share capital of S.C. 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 S.C. 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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