CURRENT REPORT
as per the ASF Regulation No. 5/2018
Date of the report: 11.12.2018
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 11-12.12.2018
The Ordinary General Meeting of the Shareholders took place on 11.12.2018, 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. The election of the temporary administrators of the company starting with 13.12.2018 and the determination of the term of their mandate and retribution
2. Election of the Chairman of the Board of Directors of the Company
3. Approval of the date of 04.01.2019 as registration date, i.e. - identifying the shareholders that are impacted by the decisions of the Ordinary General Meeting of Shareholders held on the 11 / 12.12.2018 and of the date of 03.01.2019 as the ex-date, in accordance with the provisions of Law No. 24/2017.
The decisions taken by vote after analyzing the presented documents are the following:
1. The election of the temporary administrators of the company starting with 13.12.2018 and the determination of the term of their mandate and retribution
As the result of the secret vote, the following temporary administrators of IAR SA Company are elected:
1. Magdalena NICULESCU
2. Ilie Calin BODEA
3. Ruxandra Rodica ANGHEL
4. Ioan TOMA
5. Alexandru BUSCU
The result of the secret vote expressed by the shareholders / representatives of the shareholders is the same for each of the 5 temporary administrators, 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 11.12.2018
|
|
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
|
As the result of the vote, it is approved that the term of the mandates of the elected interim administrators to be until 13.04.2019, but no later than the date of election of the administrators according to the provisions of OUG no. 109/2011 on Corporate Governance of Public Enterprises, approved with amendments and completions by Law no. 111/2016
It is approved that mandates of the interim administrators begin at 13.12.2018.
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 11.12.2018
|
|
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
|
As the result of the vote, it is approved that the fixed monthly gross indemnity due to the non-executive interim members of the board shall be that established by GMS Decision no. 02 / 30.01.2018.
|
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 11.12.2018
|
|
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. Election of the Chairman of the Board of Directors of the Company
As the result of the vote, Ms Magdalena NICULESCU is appointed as Chairman of the Board of Directors.
The result of the vote expressed by the shareholders / representatives of the shareholders is the following:
|
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 11.12.2018
|
|
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
|
3 As the result of the vote, it is approved that the date of 04.01.2019 shall be the registration date, i.e. identification of the shareholders to be affected by the efects of the ordinary general shareholders meeting held on the 11.12.2018 and the date of 03.01.2019 shall be the ex-date, in conformity with the provisions of Law No. 24/2017 regarding the capital market.
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 11.12.2018
|
|
|
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, it was adopted the OGMS resolution no. 11/11.12.2018.
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.
Neculai BANEA - GENERAL DIRECTOR