Aerostar S A : Information on the General Proxy for the Extraordinary General Meeting of Shareholders

INFORMATION ON THE GENERAL PROXY

Applicable for the Extraordinary General Meeting of the Shareholders on February 22nd/23rd, 2024

The shareholder can grant a valid proxy for a time period of maximum 3 years, which permits to such representative to vote in all aspects under the debate of the GMS on behalf of one or several companies identified in the proxy, including with reference to dispositions, on condition that such proxy is granted by the shareholder as a client, to an intermediary or to a lawyer.

The shareholders cannot be represented in the GMS based on a general proxy by a person who is in a conflict-of-interest situation, which can arise especially in one of the following cases:

1. he/she is a major shareholder of the Company, or another entity, under the control of the respective shareholder;
2. he/she is a member of an administrative, management or supervisory body of the Company, of a major shareholder or of a controlled entity as provided in letter a);
3. he/she is an employee or an auditor of the Company or of another major shareholder or of a controlled entity as provided in letter a);
4. he/she is the spouse, relative or related to the fourth degree inclusively, of one of the natural persons as provided in letter a)-c).

The empowered person cannot be substituted by another person. In case the empowered person is a legal person, such person can exercise the mandate through any person who is part of the administrative or management body or from among its employees.

The general proxy must comprise at least the following information:

1. name/ denomination of the shareholder and the stake held with reference to the total number of holdings in the same class and to the total number of voting rights;
2. name/ denomination of the representative (who is granted the proxy);
3. the date of the proxy, as well as the validity period subject to the provisions in art. 92 para 13 of the Law no. 24/2017, regarding the issuers of financial instruments and market operations; the proxies bearing a subsequent date causes the prior dated proxy to be revoked;
4. a specification that the shareholder empowers the representative to attend and vote on his/her name or by general proxy in the GMS, indicating specifically the company for which the respective general proxy is used.

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