Ordinanza 45/1997

(1) The share capital of the Commercial Company "Romanian national air transport company TAROM" - S.A. is held by: - the Romanian state, represented by the Ministry of Transport, by taking over the share capital quota administered by the State Ownership Fund; - the Muntenia Financial Investment Company; - other individual shareholders. (2) The share capital quotas held by each of the aforementioned shareholders are those resulting from the application of the provisions of Law no. 58/1991 on the privatization of commercial companies, of Law no. 55/1995 for accelerating the privatization process, with subsequent amendments, as well as of Government Decision no. 12/1997.

The Commercial Company "Romanian national air transport company TAROM" - S.A. has as its object of activity the execution of domestic and international air transport, of passengers, luggage, goods and mail, through regular and charter flights, as well as services related to air transport, respectively duty-free marketing, handling, catering, ground transport following air transport and other activities established by the company's articles of association.

The Commercial Company "Romanian national air transport company TAROM" - S.A. is coordinated by the Ministry of Transport, as a public authority in the field of transport.

(1) The general meeting of shareholders elects the board of directors of the Commercial Company "Romanian national air transport company TAROM" - S.A. Until the finalization of the privatization process of the Commercial Company "Romanian national air transport company TAROM" - S.A., in accordance with the provisions of art. 3 of this ordinance, the state representatives in the board of directors, as well as the president of the board of directors, are appointed by order of the minister of transport. (2) The board of directors of the Commercial Company "Romanian national air transport company TAROM" - S.A. will initially include a representative of the Ministry of Finance, of the Council for Reform and of the Muntenia Financial Investment Company.

(1) The members of the board of directors of the Commercial Company "Romanian national air transport company TAROM" - S.A. are appointed for a period of 4 years. (2) The mandate of the members of the board of directors terminates by right if they lose the capacity they had upon appointment or when they become incompatible as administrators. (3) In the cases provided for in paragraph 2, the replacements of the respective members of the board of directors shall perform the corresponding attributions until the expiration of the mandate granted to the replaced members.

(1) The position of president of the board of directors of the Commercial Company "Romanian national air transport company TAROM" - S.A. is incompatible with the exercise of any position for which salary rights or indemnities are granted or not, in another commercial company, except for commercial companies in which the Commercial Company "Romanian national air transport company TAROM" - S.A. holds a controlling or majority position. (2) Holding such a position can only be done with the approval of the general meeting of shareholders of the Commercial Company "Romanian national air transport company TAROM" - S.A.

Until the finalization of the privatization process of the Commercial Company "Romanian national air transport company TAROM" - S.A., its board of directors will present for endorsement to the Ministry of Transport and the Ministry of Finance the general programs of payment commitments staged over several years, the annual revenue and expenditure budget, as well as supplementary projects during the year, which will be submitted for the Government's approval.

In order to ensure the state's needs in situations involving national defense and security, as well as public order, within 30 days from the entry into force of this ordinance, the Commercial Company "Romanian national air transport company TAROM" - S.A. will conclude protocols with the interested ministries.

(1) For the financial consolidation of the Commercial Company "Romanian national air transport company TAROM" - S.A., on the date of entry into force of this ordinance, the payment obligations representing royalty tax and interest tax, outstanding on July 31, 1997, provided in the annex, are scheduled for payment over a period of 3 years in equal annual installments, until August 15 of each year, and the late payment penalties calculated for failure to pay them on time until the date of entry into force of this ordinance are exempted from payment. During the payment scheduling period, penalties established according to the law are not owed. (2) Failure to comply with the debtor's obligations, provided in the previous paragraph, leads to the loss of validity of the payment facilities granted, to the calculation of late payment penalties for the entire period and to forced execution for the unpaid amount. (3) The payment obligations outstanding at the date of entry into force of this ordinance to the autonomous authorities Romanian Civil Aeronautical Authority and Romanian Air Traffic Services Administration will be converted into shares to be quoted on the banking market.

(1) The Romanian state, through the annual state budget approved for the Ministry of Transport, takes over for the Commercial Company "Romanian national air transport company TAROM" - S.A. its payment obligations, not due 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 loan amount, together with the related interests and commissions contracted from banks or other credit institutions. (2) The equivalent value of the payments made in accordance with the provisions of paragraph 1, as well as those that will continue to be paid by the state for the purchase of new aircraft, is converted into capital and increases the share capital of the Commercial Company "Romanian national air transport company TAROM" - S.A. (3) The amounts paid by the state for the realization of the investment, technological upgrading and aeronautical material acquisition programs of the Commercial Company "Romanian national air transport company TAROM" - S.A., ensured from the state budget through the budget of the Ministry of Transport, in accordance with the provisions of art. 15 of this ordinance, are converted at the end of each year into capital and increase the share capital of the Commercial Company "Romanian national air transport company TAROM" - S.A. (4) The Commercial Company "Romanian national air transport company TAROM" - S.A. will issue nominal shares in favor of the Romanian state, up to the amount representing the payments made by the state. Concurrently, the private share capital will be increased through the sale of shares. (5) The sale of nominal shares will be done according to the law, their equivalent value becoming income to the state budget, through the Ministry of Finance.

(1) Within 30 days from the entry into force of this ordinance, the Ministry of Transport, the Council for Reform and the Ministry of Finance will submit for approval to the Government the Articles of Association of the Commercial Company "Romanian national air transport company TAROM" - S.A. (2) The Ministry of Finance will introduce the influences resulting from the application of this ordinance in the annual state budget through the budget of the Ministry of Transport.

On the date of entry into force of this ordinance, Government Decision no. 1,321/1990 regarding the establishment of the Joint Stock Commercial Company "Romanian air transport company - TAROM" - S.A., published in the Official Gazette of Romania, Part I, no. 2 of January 9, 1991, is repealed.