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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.

Original Language Title:  LEGE nr. 136 din 29 iunie 1998 pentru aprobarea Ordonanţei Guvernului nr. 45/1997 privind înfiinţarea Societăţii Comerciale "Compania naţionala de transporturi aeriene române - TAROM" - S.A.

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LEGE no. 136 136 of 29 June 1998 for approval Government Ordinance no. 45/1997 on the establishment of the Commercial Company "Romanian National Air Transport Company-TAROM"-S.A.
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 241 241 of 2 July 1998



The Romanian Parliament adopts this law + Article UNIC Approval Government Ordinance no. 45 45 of 28 August 1997 on the establishment of the Commercial Company "Romanian National Air Transport Company-TAROM"-S.A., issued pursuant to art. 1 lit. h) of Law no. 134/1997 for the empowerment of the Government to issue ordinances and published in the Official Gazette of Romania, Part I, no. 223 of 29 August 1997, with the following amendments and additions: 1. Article 2 shall read as follows: "" Art. 2. -(1) The original social capital of the Commercial Society < >-S.A. is worth 62,819,825,000 lei, divided into 2,512,793 nominative shares in nominal value of 25,000 lei, and is constituted by taking over the capital of the Commercial Company < >-S.A. on the basis of the balance sheet drawn up on 30 September 1997. (2) The original social capital is held by: -the Romanian state, represented by the Ministry of Transport, by taking over the 70% share held by the State Property Fund, in the amount of 43,973,878,000 lei, representing 1,758,955 nominative shares in nominal value of 25,000 lei; -The Financial Investment Company Muntenia, for the 30% share in the amount of 18,845,947,000 lei, representing 753,838 nominative shares worth 25,000 lei. (3) The initial social capital is subscribed and fully paid into the quotas provided in par. (2) by the Romanian state and by the Financial Investment Company Muntenia. (4) The initial social capital of the Commercial Society < >-S.A. shall be increased, based on the provisions of art. 19 of this ordinance, with the amount of 682,880,675.000 lei, transformed into subscribed capital and paid entirely by the Romanian state, divided into 27,315,227 nominative shares in nominal value of 25,000 lei. (5) The social capital increased according to par. ((4) shall be composed of: -422.060.808,000 lei, representing the equivalent of 102,388,373 U.S. dollars, paid until September 27, 1997 by the Ministry of Finance for installments, interest and commissions, related to loans contracted by the Commercial Company < >-S.A. for the purchase of aircraft; -260.819.867,000 lei, representing increases due to the Ministry of Finance until September 27, 1997 by the Commercial Company < >-S.A. for delays in the payment of rates, interest and commissions, related to loans for the purchase of aircraft. The increase of the share capital is subscribed exclusively by the Romanian state, represented by the Ministry of Transport, which is fully paid up. (6) After the increase, the share capital of the Commercial Company < >-S.A. is 745,700,500,000 lei, divided into 29,828,020 shares in nominal 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 in nominal value of 25,000 lei; -18,845,947,000 lei by the Financial Investment Company Muntenia, divided into 753,838 shares in nominal value of 25,000 lei. " 2. Article 3 shall read as follows: "" Art. 3. -The share capital of the State-owned share of the Commercial Company < >-S.A. can be privatized, according to the laws in force, up to the limit of holding the control position. " 3. Article 4 shall read as follows: "" Art. 4. -Commercial Company < >-S.A. has as main activity the execution of domestic and international air transport, travel, luggage, cargo and mail, through regular and charter flights, as well as air transport benefits, respectively. the marketing of duty-free, handling, catering, land transport in continuation of air transport and other activities established by the charter of a company. ' 4. Article 5 (2) shall read as follows: " (2) Commercial Company < >-S.A. may not participate in companies that have as their object the production of aeronautical material. " 5. Article 8 (1) shall read as follows: "" Art. 8. -(1) The General Meeting of Shareholders shall elect the Board of Directors of the Commercial Company < >-S.A. During the period when the state holds the control position, its representatives on the board of directors, as well as the chairman of the board of directors shall be appointed by order of the Minister of Transport 6. Article 9 (2) shall read as follows: " (2) The composition of the board of directors, his or her duties shall be determined by the statute of the company. 7. Article 10 shall read as follows: "" Art. 10. -(1) The Board of Directors of the Commercial Society < >-S.A. is appointed for a period of 4 years. (2) The mandate of the members of the board of directors shall cease, rightfully, if they lose the quality they have had at the appointment or when they become incompatible as administrators, by resignation or by death. (3) In the cases provided in par. ((2), the mandate of the replacements of the respective members of the board of directors shall not exceed the duration remaining until the expiry of the mandate granted to the members 8. Article 11 shall read as follows: "" Art. 11. -Members of the Board of Directors of the Commercial Society < >-S.A., as well as its chairman must meet, cumulatively, the following conditions: a) have Romanian citizenship and domicile in Romania; b) have full exercise capacity. " 9. Article 12 (2) shall be repealed. 10. Article 13 shall read as follows: "" Art. 13. -Board of Directors of the Commercial Society < >-S.A. submits to the approval of the Ministry of Transport, as state representative, the company's development strategy in the short, medium and long term, considering the restructuring plan and its retrofitting, during the period which the state holds the company's control position. " 11. Article 14 shall read as follows: "" Art. 14. -The Ministry of Transport, with the opinion of the Ministry of Finance, submits to the Government's approval the general programs of the multi-year payment commitments, the annual revenue and expenditure budget, the complementary projects during the as well as its status or any subsequent amendment thereto, on the proposal of the board of directors, with the agreement of the general meeting of the shareholders of > >-S.A. ' 12. Article 15, paragraphs 1 and 3 shall read as follows: "" Art. 15. -(1) During the period when the state holds the control position, the Ministry of Transport submits to the Government's approval, with the opinion of the Ministry of Finance, the investment program, the refurbishment, the purchase of aeronautical material, the airlines to be exploited, with the revenue and expenditure budget of the company, at the proposal of the board of directors, with the agreement of the general meeting of the shareholders of the company. " "(3) For the purchase of new aircraft, of types other than those provided, the opinion of the Ministry of National Defence will be requested." 13. Article 16 shall read as follows: "" Art. 16. -In order to ensure the needs of the state in situations involving national defense and security, as well as public order, within 30 days of the entry into force of this ordinance, the Commercial Company < >-S.A. will conclude protocols with ministries and/or interested institutions. " 14. Article 18 (3) shall read as follows: " (3) Payment obligations outstanding as of the date of entry into force of this ordinance to the autonomous regions < > > and < >-ROMATSA, as well as the late increases related to them will turn into shares, to be quoted on the capital market. With the value of the issued shares shall be increased the social value of the Commercial Company < > >-S.A. ' 15. Article 19 shall read as follows: "" Art. 19. -The amounts paid until the entry into force of this ordinance by the Ministry of Finance, representing the rates, interest and commissions, related to external loans contracted by the Commercial Company < >-S.A. for the purchase of aircraft, as well as the late increases related to them, turn into capital and will increase the share capital held by the Romanian state to the Commercial Company < > >-S.A. ' 16. Article 20 shall read as follows: "" Art. 20. -(1) The Romanian state, through the annual state budget approved for the Ministry of Transport, takes over for the Commercial Society < >-S.A. its payment obligations, not present until the date of this ordinance, according to the conditions and periods provided in the ongoing contracts for the purchase of aircraft, for the entire amount of the loan, together with interest and related fees, contracted from banks or other credit institutions. (2) Application of para. (1) will be made in addition to the own sources of the Commercial Society < > >-S.A. (3) The consideration of payments made according to the provisions of par. (1), as well as those that will continue to be paid by the state for the purchase of new aircraft, turn into capital and will increase the share capital held by the Romanian state to the Commercial Company < > >-S.A. ((4) The amounts paid by the State for the realization of investment programs, retrofitting and acquisition of aeronautical material of the Commercial Company < >-S.A., insured from the state budget through the budget of the Ministry of Transport, in accordance with the provisions of art 15, turns at the end of each year in capital and will increase the share capital held by the Romanian state at the Commercial Company < > >-S.A. (5) Commercial Society < >-S.A. will issue nominative shares in favour of the Romanian state, up to the amount of the amounts representing the payments made by the Romanian state, and will proceed to increase the private share capital, by selling shares. (6) The sale of the nominative shares will be made according to the law, in compliance with 3, their value being made to the state budget, through the Ministry of Finance. (7) Payment obligations of the Commercial Company < >-S.A., due until the date of entry into force of this ordinance, paid directly by the Commercial Company < >-S.A. according to the conditions and periods provided for in the ongoing contracts for the purchase of aircraft, together with the related interest and commissions, contracted from banks or other credit institutions, upon entering Commercial Society property < >-S.A. of the respective aircraft, will turn into capital and will increase the share capital of the company. The respective capital increase will be the contribution of shareholders, in the quotas provided in art. 2 2 para. ((2) of this Ordinance. " 17. Article 21 shall be repealed. 18. Article 22 shall become Article 21 and paragraph 1 shall read as follows: "" Art. 21. -(1) The provisions of this ordinance shall apply during the period in which the State holds the position of control in the Commercial Company < > >-S.A. ' 19. Article 23 shall become Article 22. 20. Article 24 shall become Article 23. This law was adopted by the Senate at the meeting of June 15, 1998, in compliance with the provisions of art 74 74 para. (2) of the Romanian Constitution. p. SENATE PRESIDENT CRISTIAN SORIN DUMITRESCU This law was adopted by the Chamber of Deputies at the meeting of June 15, 1998, in compliance with the provisions of 74 74 para. (2) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT PAULA MARIA IVANESCU ----------