Law No. 136 of 29 June 1998 on approval of the Government Ordinance. 45/1997 on the establishment of the Company "National Company Romanian air transport-TAROM"-S.A.
Published in PARLIAMENT ISSUING the OFFICIAL GAZETTE nr. 241 of 2 July 1998, the Romanian Parliament adopts this law.
The sole article approving Ordinance No. 45 of 28 august 1997 concerning the establishment of the Company "National Company Romanian air transport-TAROM" S.A.-issued pursuant to art. and (b). h) of law No. 134/97 for empowering the Government to issue decrees and published in the Official Gazette of Romania, part I, no. 223 of 29 august 1997, with the following amendments and supplements: 1. Article 2 shall read as follows: Art. 2. — (1) the share capital of Company >-is worth 62,819,825,000 lei, divided into 2,512,793 registered shares at par value of 25,000 lei, and is constituted through the acquisition of Company Capital Corporation based > balance sheet drawn up on 30 September 1997.
(2) the initial share capital is owned by the Romanian State:-, represented by the Ministry of transportation, through the acquisition of a 70% share owned by the State property Fund, in the amount of 43,973,878,000 lei, representing 1,758,955 registered shares at par value of 25,000 lei;
Financial-investment company, for 30% share in the amount of 18,845,947,000 lei, representing 753,838 registered shares worth 25,000 lei.
(3) the share capital is subscribed and paid up initially in the quotas referred to in paragraph 1. (2) by the Romanian State and Financial investment company.
(4) registered capital Company's original >-S.A. is increased, on the basis of the provisions of art. 19 of this Ordinance, the amount of 682,880,675,000 lei, transformed in subscribed capital and paid-up entirely by the Romanian State, divided into 27,315,227 registered shares at par value of 25,000 lei.
(5) the share capital increased under paragraph 1. (4) consists of:-422,060,808,000 lei, representing the equivalent of $ 102,388,373 pay up to S.U.A., on September 27, 1997 by the Ministry of finance for rates, interest and commissions relating to loans contracted by the company to purchase > Corporation aircraft;
-260,819,867,000 lei, representing increases due to the Ministry of finance no later than September 27, 1997 by the Company Corporation for > delay repayments, interest and related charges, credits for purchase of aircraft.
Increase the registered capital is subscribed exclusively by the Romanian State, represented by the Ministry of transport, which is paid up in full.
(6) after the increase, the share capital of the Company Jsc is > 745,700,500,000-lions, divided into 29,828,020 shares at par value of 25,000 lei, being held as follows:-726,854,553,000 lei by the Romanian State, represented by the Ministry of transport, divided into 29,074,182 shares at par value of 25,000 lei;
-18,845,947,000 lei by the society of financial investment, divided into 753,838 shares at par value of 25,000 lei. "
2. Article 3 shall read as follows: Art. 3.-share capital quota corresponding to state-owned trading company-JSC > could be privatised, according to the laws in force, up to the limit of ownership control position. "
3. Article 4 shall read as follows: Art. 4.-the company Corporation > has as its main activity the execution of domestic and international air transport, passengers, baggage, cargo and mail, through regular and charter flights, as well as benefits relating to air transport, i.e. selling tax-free regime, ground handling, catering, land transport in air transport and other activities laid down in the statutes of the society. "
4. Article 5 (2) shall read as follows: "(2) the company may not > Corporation to participate in undertakings having as main activity the production of aeronautical material."
5. In article 8 (1) shall read as follows: Art. 8. — (1) the general meeting of shareholders shall elect the Board of Directors of the Company during the period > Corporation in which the State holds controlling position, its representatives on the Board of Directors, and Chairman of the Board of Directors shall be appointed by order of the Minister of transport. "
6. In article 9 (2) shall read as follows: "(2) the Administrative Council, its powers and the President shall establish the statutes of the society."
7. Article 10 shall read as follows: Art. 10. — (1) the Board of Directors of the Company is called > Corporation for a period of 4 years.
(2) the term of Office of Board members shall cease, in law, in case they lose the quality that took her to the appointment or when they become incompatible as Admins, by resignation or death.
(3) in the cases referred to in paragraph 1. (2) the term of Office of the members of the inlocuitorilor Board of directors cannot overcome the remaining period until the expiration of the mandate of the members replaced. "
8. Article 11 shall read as follows: Art. 11.-the members of the Board of Directors of the Company, as well as > Corporation and its President must meet the following criteria: cumulative, a) have Romanian citizenship and domicile in Romania;
b) to have the ability of exercise. "
9. Article 12 (2) is repealed.
10. Article 13 shall read as follows: Art. 13.-the Board of Directors of the Company be subject to approval by > Corporation Ministry of transportation, as a representative of the State, the company's development strategy in the short term, medium and long term, taking into account the plan for restructuring and retooling of it during the period in which the State holds the position of control of the company. "
11. Article 14 shall read as follows: Art. 14.-the Ministry of transport, Ministry of finance, with the approval of the Government subject to the general programmes of staggered payment commitments over several years, the annual budget of revenues and expenditures, complementary projects during the year, and the status or any subsequent amendments thereof, on a proposal from the Administrative Board, in agreement with the general meeting of shareholders of the Company JSC ">-
12. Article 15 (1) and (3) shall read as follows: Art. 15. (1) during the period in which the State holds controlling position, subject to the approval of the Government's Ministry of transportation, the Ministry of finance, investment, modernisation, acquisition of aeronautical material, overhead to be exploited, with the budget of revenue and expenditure of the company, on a proposal from the Administrative Board, in agreement with the general meeting of shareholders of the company. "" (3) for the purchase of new aircraft, other than those placed in endowment, will be required and the opinion of the Ministry of national defence. "
13. Article 16 shall read as follows: Art. 16.-in order to ensure the needs of the State in situations involving national security, defence and public order, within 30 days after the entry into force of this Ordinance, the company shall conclude > Corporation protocols with the ministries and/or institutions. "
14. Article 18 (3) shall read as follows: "(3) outstanding payment Obligations from the date of entry into force of this Ordinance and the autonomous administrations > >-ROMATSA, and increases delay thereof will be converted into shares to be quoted on the stock market. The value of shares issued shall be increased by the Company capitatul >-JSC "
15. Article 19 shall read as follows: Art. 19.-amounts paid until the entry into force of this Ordinance by the Minister of finance, representing the interest rates and fees, incurred in foreign loans contracted by the company to purchase >-S.A., as well as increases delay their turning into major capital and will share capital owned by the Romanian State at the company JSC ">-
16. Article 20 shall read as follows: Art. 20. — (1) the Romanian State, through annual State budget approved for the Transport Ministry, takes over for Company >-S.A. of its payment obligations, nescadente up to date this Ordinance, subject to the conditions and periods referred to in ongoing contracts for the purchase of aircraft for the entire amount of the loan, together with interest and fees, incurred by the banks or other credit institutions.
(2) the application of paragraph 1. (1) will be made in addition to the Company's own sources >-S.A.
(3) the counterpart of payments according to the provisions of paragraph 1. (1) as well as those that are still State-paid for the purchase of new aircraft is turning into a major capital and will share capital owned by the Romanian State Company >-S.A.
(4) the amounts paid by the State for investment programmes, retooling and acquisition of aeronautical material of the Company, secured > Corporation from the State budget through the budget of the Ministry of transport, in accordance with the provisions of art. 15, at the end of turns each year in capital and social capital will major Romanian State-owned Company from >-S.A.
(5) the company shall issue > S.A.-registered shares in favor of the Romanian State, up to the amount of the amounts representing payments made by the Romanian State, and to this end shall proceed to increase the registered capital through private sale of shares.
(6) the sale of registered shares shall be made in accordance with the law, in compliance with the provisions of art. 3, with their corresponding values come from the State budget through the Ministry of finance.
(7) payment Obligations of the trading company-JSC > due up to the date of entry into force of this Ordinance, paid directly by the company under-> S.A. and the periods referred to in ongoing contracts for the purchase of aircraft, together with any interest and fees, incurred by the banks or other credit institutions, at the entrance to the property Company > aircraft Corporation in question , will be converted into equity and will share capital of major company. Capital increase that will be the contribution of the shareholders in the proportions set out in art. 2 (2). (2) of this Ordinance. "
17. Article 21 shall be repealed.
18. Article 22 becomes article 21, and in paragraph (1) shall read as follows: Art. 21. — (1) the provisions of this Ordinance shall apply during the period in which the State holds controlling position in the company-JSC ">
19. Article 23 shall become article 22.
20. Article 24 becomes article 23.
This law was adopted by the Senate at its meeting on 15 June 1998, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. SENATE PRESIDENT CRISTIAN SORIN DUMITRESCU this law was adopted by the Chamber of deputies at its meeting on 15 June 1998, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. M. CHAMBER of DEPUTIES PRESIDENT PAULA IVANESCU — — — — — — — — —