as per the ASF Regulation No. 5/2018 regarding the issuers and securities operations
Date of the report: 16.05.2022
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:
The Board of Directors of IAR S.A., legally established in 16.05.2022, decided to convene the Ordinary General Meeting of Shareholders on the day of 21-22.06.2022, adopting thus Decision No 16CA / 16.05.2022. The Convening of the OGMS 21-22.06.2022 is presented hereafter:
Under the Law no. 31/1990, as amended and supplemented to date, under the Law no. 24/2017, the ASF Regulation no. 5/2018 and the Constitutive Act of the IAR S.A. Company, the chairman of the Board of Directors of the Company convenes the IAR SA Ordinary General Meeting of Shareholders dated 21.06.2022 at 12:00, at the company's headquarters - No. 34, Hermann OBERTH Str., Ghimbav, Brasov, for all shareholders registered in the Shareholders Register by the end of 10.06.2022, with the following agenda:
1. Election / Re-election / Extension of the mandate duration of temporary administrators starting with 26.06.2022, following the expiry of the mandates of the current interim administrators; determining the duration of their mandate and their remuneration
2. Election of the Chairman of the Board of Directors of the company
3. Empowerment of the representative of the Ministry of Economy in O.G.S.M. for signing the mandate contracts / additional acts to the mandate contracts of the interim administrators of the Company
4. Approval of the date of 15.07.2022 as registration date, i.e. - identifying the shareholders that are impacted by the decisions of the Ordinary General Meeting of Shareholders held on the 21‑22.06.2022 and of the date of 14.07.2022 as the ex-date, in accordance with the provisions of Law No. 24/2017.
Completion of the agenda by shareholders and / or their presentation of decisions projects can be made no later than the day of 02.06.2022 – the end of the day, and only under the conditions stipulated by the Law 24/2017 and ASF Regulation 5/2018.
The materials to be examined and decision drafts of shareholders can be found starting on 22.05.2022, by accessing the site www.iar.ro/Investors/General Meetings of Shareholders/OGMS 21-22.06.2022.
The list containing information about the persons proposed by any from the shareholders of the company to be member of the Board of Directors will include proposals submitted by either company shareholders until the day of 02.06.2022.
Shareholders have the right to address questions according to the provisions of the capital market legislation. The answers to the questions raised by the shareholders will be posted on the Company's website in the shortest time but not later than three (3) days of receipt of these questions.
At the meeting may participate and vote only individuals who act as shareholders of the IAR S.A. Company reference on 10.06.2022. Attendance and voting shall be done according to specific legislation in force and the Constitutive Act of IAR SA, through direct representation or under special/general empowerment. Voting by mail is only permitted provided that the provisions of the specific procedure posted on the website of the Company, the www.iar.ro/Investors/General Meetings of Shareholders/Procedure for exercising the vote through correspondence.
If, on the date of the meeting, the state of emergency is established in Romania, the meeting will be held in compliance with the provisions of ASF Regulation no. 5/2020 and those of the “PRESS RELEASE regarding the holding of General Meetings of Shareholders of IAR SA during the state of emergency period in the context of the COVID-19 pandemic”, document posted on the website of IAR SA, in the same section as the procedure mentioned above and sent on 14.04.2020, as current report, to ASF and BVB.
Special powers under which shareholders may be represented in the Ordinary General Meeting of Shareholders convened on 21.06.2022 and mail the voting ballots are available to shareholders both in Romanian and in the English language and can be downloaded from on the Company's website (address mentioned above), with effect from 22.05.2022. Shareholders can complete and submit the voting ballots and special empowerments either in Romanian or in English.
Special empowerments representation necessary to express a vote and mail voting ballots shall be submitted in original at the Company's headquarters not later than the 21.06.2022, 11:00 term which is also valid for submission of the general powers copies at the company, including the word "according to the original".
Any shareholder wishing to appoint a representative by electronic means may send notification of such designation at firstname.lastname@example.org. The notification can only be written in Romanian and/or a foreign language used in international finances.
If the first meeting does not meet the legal conditions of representation, a new Ordinary General Meeting of Shareholders is convened in the same place, on 22.06.2022, 12:00.
In this case, special empowerments representation necessary to express a vote and mail voting ballots shall be submitted in original at the Company's headquarters not later than the 22.06.2022, 11:00 term which is also valid for submission of the general powers copies at the company, including the word "according to the original".
Further information can be obtained on tel. 0268-475108, daily between the hours of 7:15 a.m. - 3:15 p.m.
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 / 16.05.2022 Current report convening OGMS 21-22.06.2022.
Ruxandra-Rodica ANGHEL - CHAIRWOMAN OF THE BOARD OF DIRECTORS