Convening of the Ordinary General Meeting of Shareholders on 20 April 2023 (posted on Aerostar website on 17.03.2023, hours 09:00 AM)

Current Report

according to ASF Regulation no. 5/2018

Date of the report: 17.03.2023

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")

The Board of Directors of the company AEROSTAR S.A.

duly met on the date of March 16th, 2023

CONVENES

for the date of 20th of April 2023, at 13:00 hrs. (01:00 PM),

the Ordinary General Meeting of Shareholders of AEROSTAR S.A (OGMS)

The proceedings of the general meetings will be held at the registered head office in Bacau, 9 Condorilor St, postal code 600302, Bacau County.

The convening is made in compliance with the provisions of the "Constitutive Deed" of AEROSTAR S.A., the Law no. 31/1990 regarding the companies, the Law no. 24/2017 regarding the issuers of financial instruments and market operations, the regulations of the Financial Supervisory Authority (ASF) and the Procedure for organizing and conducting the General Meetings of the Shareholders of AEROSTAR S.A. published on the company website www.aerostar.ro.

Entitled to attend and vote in the Ordinary General Meeting of the Shareholders are all the shareholders recorded in the Shareholders Registry at the end of the date of April 7th, 2023, set as Reference Date.

In case the statutory and legal quorum conditions are not met at the first convening date, the Ordinary General Meeting of the Shareholders of AEROSTAR S.A. is convened for the date of 21st of April, 2023, at 13:00 hrs. (01:00 PM), while maintaining the same Reference Date, the same Agenda

and the same place.

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THE AGENDA:

1. Election of the secretariate of the OGMS meeting in accordance with art.129, para (2) and para
   (5) of the law no 31/1990 on companies.
2. The approval of the Report of the Board of Directors for the financial year of 2022.
3. The approval of the Financial Statements for the year 2022 and of the release of accountability of the Board of Directors and of the Executive Management for the year 2022, based on the Reports presented by the Board of Directors and the Financial Auditor, respectively.
4. The approval of the allocation of the net profit and setting the dividend. The value of the gross dividend, proposed by the Board of Directors, corresponding to one share, is 0,18 lei.
5. Submittal of the 2022 Remuneration Report for Members of the Board of Directors (executive and non-executive) to the consultative voting of the OGMS, in accordance with art. 107 para 6 of the Law no 24/2017 regarding the issuers of financial instruments and market operations.
6. The approval of the date of May 12th, 2023, as Record 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 May 11th, 2023.
7. Approval of the date of May 31st, 2023, as the Payment Date of the dividends relating the financial year 2022.
8. Approval to empower the President - General Director of the Company, Mr. Eng.Grigore FILIP, with the possibility of substitution, to:

1. 1. conclude and/or sign on behalf of the Company and/or on behalf of the Company's shareholders: the resolutions of the present Ordinary General Meeting of Shareholders, any and all such documents prepared in the purpose to execute such decisions, in relation to any natural or legal person, private or public; and
   2. perform all the legal formalities for registration, opposability, execution and publication of the decisions adopted.
2. Rights of the Shareholders to attend and vote in the Ordinary General Meeting of the Shareholders

Only the shareholders registered in the Shareholders' Register on the Reference Date (April 7th, 2023), have the right to attend and vote in the ordinary general meeting of shareholders, in accordance with the legal provisions

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and the Constitutive Deed, in person (by legal representatives) or by his/her representative (based on a special or general proxy), subject to the legal restrictions, or before the Ordinary General Meeting of the Shareholders, by correspondence (based on the Voting Bulletin by correspondence).

The access and/ or the vote by correspondence of the shareholders entitled to attend the Ordinary General Meeting of the Shareholders is only permitted subject to their proven identification made with their ID in case of the shareholders- natural persons, or with the ID of the legal representative, in case of the shareholders- legal persons. The status of legal representative for the shareholders- legal persons is proven subject to an official document issued by a competent authority as to the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.

The representatives of the shareholders- natural persons will be identified based on their ID, accompanied by the general or special proxy signed by the shareholder -naturalperson.

The representatives of the shareholders- legal persons will be identified based on their ID, accompanied by the general or special proxy signed by the legal representative of the shareholder- legal person and an official document issued by a competent authority regarding the identity of the legal representative of the shareholder- legal person, in original or a copy conforming with the original, issued within 30 days at most, before the publishing date of the current convening notice.

The documents presented in a foreign language, other than English, will be accompanied by the translation made by an authorized translator, into Romanian or English.

Information on the general and special proxy and on the voting by correspondence is presented in paragraphs V and VI below.

1. Documents related to and in connection with the Ordinary General Meeting of the Shareholders

Starting with the 20th of March, 2023, the documents related to and in connection with the Ordinary General Meeting (Convening Notice, Special Proxy forms, forms of the Voting Bulletins by correspondence, the documents and informative materials regarding the items on the agenda, the draft resolutions for the items on the agenda) will be available for the shareholders on the website of the Company: www.aerostar.roand can be consulted at the Company head office, every working day, 9.00 a.m. to 14.00 hrs.

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1. Rights of the Shareholders to request the entry of new items on the agenda and to present draft resolutions for the items existing or proposed to be included on the agenda.

The shareholders representing individually or jointly at least 5% of the share capital are entitled, subject to law, to request the entry of new items on the agenda as well as to present draft resolutions for existing items or proposed to be included on the agenda by registered letter with confirmation of receipt/ by courier, in closed envelope, in such a way to be registered at the Company's registry desk before April 3rd, 2023, 13.00 hrs. (01:00 PM).

Each item proposed must be accompanied by a justification or a draft resolution proposed to be adopted by the Ordinary General Meeting of the Shareholders.

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

IV. Right of the shareholders to ask questions related to the agenda

Any shareholder is entitled to ask questions in writing with reference to the items on the agenda in such a way as to be registered as received at Company's registry desk until the date of April 11th, 2023,

13.00 hrs. (01:00 PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status. The responses will be available on the Company's website www.aerostar.ro starting with the date of

April 14th, 2023, 16.00 hrs. (04:00 PM).

The right to ask questions and the obligation of the Company to respond are subject to the protection of confidential data and Company's interest.

1. General Proxy

The general proxy can be given by the shareholder, as a client, to the intermediaries defined in accordance with art.2 para 1, point 20 of Law 24/2017, or to a lawyer.

The general proxy can be given for a time period of maximum 3 years and the representative will have the right to vote in all aspects under the debate of the general meeting, including the disposition documents.

The general proxy will be accompanied by a Declaration on one's responsibility, signed, stamped and filed in original, of the legal representative of the intermediary or of the lawyer who received the proxy, to state that:

1. the proxy is given by the respective shareholder, as a client, to such intermediary, or to such lawyer, as applicable;
2. the general proxy is signed by the shareholder.

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Before their first use, the general proxy will be filed/ sent in copy, certified for conformity with the original by the signature of the representative, in such a way as to be registered as received at the Company's registry desk until the date of April 18th, 2023, 13.00 hrs. (01:00 PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

VI. Special Proxy and Voting Bulletins by correspondence

The shareholders can attend and vote in the Ordinary General Meeting of the Shareholders represented by other persons, based on special proxy, which will comprise specific voting instructions from the shareholder, with clear specification of the voting option for each item on the agenda, and will be given for representation in a single general meeting. A shareholder can appoint by proxy one or several alternate representatives to provide the representation in the Ordinary General Meeting of the Shareholders. In case several alternate representatives are appointed by proxy, such proxy will also specify the sequence in which such alternate representatives exercise their mandate.

The forms for Special Proxy and for the Voting Bulletin by correspondence, made available to the shareholders as provided in paragraph I, will be filled in, signed and filed/ sent, in original, in such a way as to be registered at Company's registry desk until the date of April 18th, 2023, 13.00 hrs. (01:00

PM).

Copies of the documents specified in paragraph I will be attached to prove the shareholder status.

***

Other information related to the Ordinary General Meeting of the Shareholders can also be obtained by phone at numbers: 0234575070, ext. 1627, or 0234.572.006 or by email at the address of the GMS Permanent Secretary: razvan.bejenaru@aerostar.ro.

President of the Board of Directors- General Director

Grigore FILIP

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