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IAR SA Brasov - IARV

OGSM resolutions 30.01.2018

Release Date: 1/30/2018 2:33:23 PM

IRIS Code: 084CC

 

CURRENT REPORT

as per the CNVM Regulation No.  1/2006 regarding the issuers and securities operations, art. 113 A, paragraph c

Date of the report: 30.01.2018

Name of the issuing entity: IAR S.A. Company

Social headquarters: 34, Hermann OBERTH Street, Ghimbav, county of Brasov

Telephone / Fax number: 0268475108/0268476981

Sole Registration Code with the Trade Registry Office: 1132930

Order Number with the Trade Registry: J08/IV/1991

Social capital registered and deposited: 47.197.132,50 lei

The regulated market onto which transactions of issued securities are traded: The Stock Exchange Bucharest, Capital titles sector – Shares Standard Category

I. Important events to be reported: OGMS 30-31.01.2018

The Ordinary General Meeting of the Shareholders took place on 30.01.2018, the date of the first call. The meeting was attended by shareholders/representatives of the shareholders holding 12.250.726 shares of the Company IAR SA, representing 64,8913 % of the total number of company shares.
The meeting agenda was:

1.      To establish the generals limits of the fixed remuneration and those of the variable remuneration of the IAR SA General Director

2.      To establish the monthly fixed indemnity of the Board of Directors members, recalculated according to the provisions of GEO 90/2017

3.      To establish the Incomes and Expenditures Budget for 2018

4.      Approval of the date of 23.02.2018 as registration date, i.e. identification of the shareholders to be affected by the efects of the ordinary general shareholders’ meeting held on the 30/31.01.2018 and of the date of 22.02.2018 as an ex-date, in conformity with the provisions of Law No. 24/2017 regarding the capital market.

 

The decisions taken by vote after analyzing the presented documents are the following:

1. It is approved that, starting with the date of 01.01.2018, the maximum monthly gross indemnity due to the General Director of IAR SA to represent 6 times the average for the last 12 months prior to his appointment of the averages gross monthly salaries for the activity carried out according to CAEN code 3030 - "Manufacture of aircraft and spacecraft" (main object of activity of the company), and recalculated by indexing with 20%, according to the provisions of art. 18 of OUG 90/2017.

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

 2. It is not approved that the maximum limit of the variable gross indemnity due to the General Director of IAR SA to represent 12 times the amount of his fixed monthly gross remuneration, depending on the degree of fulfillment of the objectives and the performance criteria to be established by the Board of Directors.

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

238

12.250.488

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

238

12.250.488

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

0,0013

64,89

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

0,0013

64,89

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

0,0019

99,9981

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

0,0019

99,9981

0

 

                               

 3. The Board of Directors will establish the effective value of the monthly gross indemnity due to the General Director of IAR SA, according to his attributions, duties and responsibilities stipulated in the Contract of Mandate.  

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

4. It is approved that starting with the date of 01.01.2018 the gross monthly indemnities of the non-executive members of the board of the company to be recalculated by indexing with 20% in conformity with the provisions of art. 18 of the OUG 90/2017, in order to comply with the new mandatory social contributions due according to Law no. 227/2015, as subsequently amended and supplemented, as amended by the OUG no. 79/2017.

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

 5. To establish the Income and Expenditures Budget in 2018 proposed by the IAR SA Company's Board of Directors, as presented during the Ordinary General Meeting of the Shareholders dated 30.01.2018

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

 6. The approval of date 23.02.2018 as the registration and identification date of the shareholders who are affected by the resolutions of the Ordinary General Meeting of the Shareholders dated 30.01.2018, and of the date 22.02.2018 as ex-date, in accordance with the provisions of Law No. 24/2017.

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

 7. The Board of Directors and the general director of the Company IAR SA are mandated to carry out the provisions of the resolutions no 01/2018, 02/2018 and 03/2018, as well as the formalities regarding the publicity required by the law, the Constitutive Act and the CNVM Regulations.

The vote was expressed as follows:

the total number of the expressed votes:

12.250.726

 

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

12.250.726

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

12.250.726

0

0

 

 

 

 

 

 

representing the following percentages of the total number of shares of the company

 

TOTAL:

64,8913

%

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

64,8913

0

0

 

Shareholders who sent their vote by correspondence/registered post

 0

0

0

 

SUBTOTAL

64,8913

0

0

 

representing the following percentages of the total number of shares represented-OGMS 30.01.2018

 

TOTAL:

100

%

 

 

out of which:

FOR

AGAINST

ABSTENTION

 

Shareholders present and/or represented

100

0

0

 

Shareholders who sent their vote by correspondence/registered post

0

0

0

 

SUBTOTAL

100

0

0

 

                               

 Based on the votes expressed, there were adopted the OGMS resolutions no. 01, 02 and 03 dated 30.01.2018.

This current report is available and can be accessed at the address www.iar.ro/investors/Reports according to the Capital Market Requirements/5.Current Reports regarding the privileged information under the LAW 24/2017.

 

Ioan TOMA - for CHAIRMAN OF THE BOARD
 

Neculai BANEA - GENERAL DIRECTOR

 



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