ANNUAL REPORT

under N.C.T.S. Regulation no. 5/2018 for the financial year 2022

Date of the report: 28.04.2023

Denomination IAR S.A.

Registered Office: No. 34, Herman OBERTH Street, Ghimbav city, Brasov county

Telephone/ fax number: 0268-475107; 0268-476981

Sole Registration Code with the Trade Registry: 1132930

Serial number in the Trade Registry: J08/IV/21.01.1991.

Regulated market where the issued securities are traded: The Bucharest Stock Exchange, the Equities Sector - Standard Class actions

Subscribed and paid capital: 47,197,132. 50 RON

The main characteristics of the securities issued by the company: 18,878,853 nominal shares, dematerialized, having a nominal value of 2.50 lei each.

1. ANALYSIS OF IAR S.A.'S ACTIVITY

1.1.a. The core activity of the company

The main activity carried out by the company is the one set out in Class 3030 - "Manufacturing of aircraft and spaceships”, which belongs to Group 303 - "Manufacturing of aircraft and spaceships”, division 30 – “Manufacturing of other means of transport”

The object of activity (both the primary and the secondary), stipulated in the Constitutive Act of IAR S.A., consists of activities defined and codified in accordance with the Classification of Activities of the National Economy - NACE, as updated by Order No. 337 /20.04.2007, issued by the President of the National Institute of Statistics.

1.1.b. IAR S.A. was founded on 28.01.1991 by the reorganization of the Aeronautics Manufacturing Enterprise Ghimbav, the legal basis for constitution being the G.D. 1200/1990.

1.1.c. Mergers or significant reorganization during the financial year 2022 - not applicable.

1.1.d. Purchases or disposals of assets

In 2022, IAR S.A.did not alienate share capital.

During the year under review, the company made a series of upgradings of its production facilities, purchases of machine-tools, production accessories, small equipment and IT products, amounting 13.529.000 lei. This value contains payments made for the upgrade works of the procution facilities, purchase of machine-tools and equipment.

Such acquisitions are set out in section 2.1.

1.1.e. The economic and financial results registered by the company at the end of 2022 show that IAR S.A. registered profit incurred both by its operational activity (labour) and by its overall activity, the company continuing to be a profitable company.

1.1.1. Items of general evaluation

At the end of 2022, the major financial indicators registered by IAR S.A. are as follows:

About the quality management system (QMS) implemented in IAR S.A., we state the following:

- the quality management system implemented at IAR S.A., is certified by AEROQ Bucharest both in accordance with SR EN 9001 (certificate no. 007 originally issued in 1997 and renewed every 3 years with yearly surveillance audits, the latest re-certification given on 14.05.2021 expiring on the 13.05.2024) and according to SR EN 9100 (certificate no. 004A- originally issued in 2008 and renewed every three years with annual surveillance, the last recertification on 14.05.2021, expiring on 13.05.2024).

- IAR S.A. is authorized by the Romanian Civil Aeronautical Authority, both as an organization of production under EASA PART 21G (Certificate RO.21G.0006, originally issued in 2009, with unlimited validity and annual surveillance, current issue 30.08, 2021) and as a maintenance organization under the EASA PART 145 (Certificate RO.145.009 / 2009 originally issued in 2009, with unlimited validity and annual surveillance, current issue 21.10.2020)

- The company is certified by Airbus Helicopters Romania SA as a supplier for the military products namely for maintenance works on the airframes of Puma and Alouette III helicopters, PUMA helicopter equipment maintenance, manufacturing of spare parts for Puma and Alouette III helicopters, laboratory testing, metrology, and for manufacturing of spare parts and subassemblies for Airbus Helicopters, former Eurocopter SAS (initially Certified in 2010 and renewed annually).

- IAR SA is certified by the military body within the Ministry of National Defense of Romania-OMCAS in accordance with the requirements of NATO-AQAP2110 for the design of aircraft, systems and equipment for aviation, upgrade of aeronautical products, aircraft production, spare parts for aircraft, checks, testing, maintenance and repair of aeronautical products (Certificate no. 11 originally issued in 2012, renewed on 19.08.2022, valid until 18.08.2024).

1.1.2. Technical level assessment of IAR S.A.

1.1.2.1. The main products manufactured and services provided

The products and services offer of the company may be structured as it follows:

- IAR 330L Puma helicopters (SNIAS AEROSPACE license, currently Airbus Helicopter): pre-owned and related services (manufacturing of spare parts, maintenance, repairs, upgrades, training pilots and technicians, technical assistance);

- IAR 330L Puma SOCAT, SOCAT NATO and NAVAL- Search and Rescue helicopters: 330 L Puma helicopter upgrade with an advanced system of avionics and weaponry SOCAT, SOCAT NATO and NAVAL Search and Rescue;

- 330 PUMA SM helicopters: upgrade of the 330 Puma helicopter with Makila 1A1 engines, 4-axis autopilot, new avionics integrated system, monitoring system of the operating parameters of the engine, etc.

- IAR 316 B Alouette III helicopters (SNIAS AEROSPACE license, currently Airbus Helicopters): second hand and related services (manufacturing of spare parts, maintenance, repairs, overhauls, upgrades, training pilots and technicians, technical assistance, etc)

The dynamics of the products' offer is a consequence of the following actions:

- progress in recent years, of the following upgrade programs:

- IAR 330L Puma helicopter upgrade with SOCAT, NATO and NAVAL systems;

- SA/IAR 330 Puma helicopter upgrade to the SA 330 SM version;

- IAR 330 L Puma Search&Rescue version upgrade.

1.1.2.2. Sales Markets

a. Current markets

The national market (Romania)

The main local customers of the company's products are:

• The Components of the National System of Defence, Public Order and National Security: the Ministry of National Defense, the Romanian Intelligence Service, the Ministry of Interior

• Airbus Helicopter Romania S.A. (former Eurocopter Romania S.A.)

For the above-mentioned, IAR S.A. runs maintenance, repair and overhaul services for 316B Alouette III and IAR IAR 330 Puma helicopter fleets held by local beneficiaries, as well as upgrade services, according to requirements of their beneficiaries.

IAR SA cooperates with the joint venture company Airbus Helicopters Romania S.A.(former Eurocopter Romania S.A.), by providing maintenance and repair services for helicopter parts, as well as providing spare parts for the SA 316B Alouette III and SA 330 Puma helicopters for own use.

For the Components of the National System of Defense, Public Order and National Security, framework agreements and contracts for the provision of services, signed in previous years, were developed and finalized in 2022, contracts which had as their object:

• the supply of major aggregates, equipment and spare parts in order to ensure logistical support during the life cycle of the military helicopters type IAR 330 Puma and for the military training and school helicopters type IAR316B Alouette;

• provides repair and maintenance services for IAR330 Puma and IAR316B Alouette equipment and helicopters, as well as technical assistance works at the headquarters of the beneficiary military units.

In 2022, framework agreements and contracts were negotiated and signed, for the following years, with the following objects:

• repair services of medium and high complexity to some equipment/units/mechanical assemblies/components specific to the IAR-330 Puma L/M/S and IAR-316 B Alouette helicopters, medium complexity repairs performed under the technical assistance regime at the beneficiaries' headquarters;

• supply of spare parts, tools, devices, verifiers and ground machines as well as equipment necessary to ensure integrated logistical support during the life cycle of the IAR-330 Puma L/M/S and IAR-316 B Alouette helicopters.

International market

The main external customers / markets for the company's products are:

- Lebanese Air Force - LEBANON

- Pakistani Army/ Aviation (by AEROTEH SA) - PAKISTAN

- AIRBUS HELICOPTERS FRANCE/GERMANY (by AIRBUS HELICOPTER ROMANIA S.A.)

For the above-mentioned, IAR S.A. runs maintenance, repairs and overhauls, spare parts supply and services for 316B Alouette III and IAR IAR 330 Puma helicopter fleets held by external beneficiaries.

In 2021, IAR SA concluded an important collaboration agreement with DGP Pakistan Army Aviaton for the capital repair of 330 PUMA SM helicopters at IAR SA and the respective support through spare parts, equipment repairs, services of 330 PUMA helicopters operated by the Pakistani partner.

IAR SA provides maintenance and repair of helicopters components services, spare parts for the SA 316B Alouette III and SA 330 Puma helicopters for AIRBUS HELICOPTERS.

The pro-rata of each product/service of all sales in the historical period:

b. Potential markets

Potential local market

IAR SA aims to ensure service maintenance, repair and overhaul services for 316B Alouette III and IAR 330 Puma helicopter fleets held by local beneficiaries, as well as upgrade services, according to requirements of these beneficiaries.

IAR SA aims to continue in the future its cooperation with the joint venture company Airbus Helicopters Romania S.A.(former Eurocopter Romania S.A.), by providing maintenance and repair services for helicopter parts, as well as providing spare parts for the SA 316B Alouette III and SA 330 Puma helicopters.

IAR SA is also concerned with the involvement in meeting the currently existing off-set obligations and that will result.

following the initiation of strategic programs to equip the public institutions in Romania in the following directions:

a) manufacturing of aircraft structures activities

b) manufacturing activities for aircraft electrical wiring and electric panels for aircraft

c) other aviation-profiled activities.

Potential external market

IAR SA aims to increase the volume of orders and services to support 330PUMA helicopter fleets held by various external beneficiaries.

1.1.2.3. New products in question, which will need a substantial amount of assets affected to in the financial year 2023:- not applicable

1.1.3. Evaluation of technical and material supply activity

Given that the manufacturing/repair of aircraft fully complies with both requirements on materials and on equipment used, and with the requirements under which suppliers must have specific authorization, technical and material supply was made mainly from import, from certified suppliers.

IAR S.A. chose established, world-renowned companies as external suppliers, such as Airbus Helicopters, Elbit Systems, Rokwell Collins, Safran, Thales, Northrop Grumann, etc. . The products purchased from them give the guarantee of quality, reliability and safety in operation.

The main local suppliers are, on the one hand, those working in the field of aeronautics (Turbomecanica SA, Aeroteh SA and Aerofina SA in Bucharest, Aerostar SA Bacau, Airbus Helicopter Romania SA) and, on the other hand, suppliers of raw materials which meet the quality standards required by manufacturing licenses used by IAR S.A..

Long-lasting cooperation with local providers confer the security of contractual relationships concluded by IAR S.A. with them.

Prices are established through direct negotiations with the suppliers.

The company ensures its utilities, under contract, from Electrica S.A. Brasov Branch - electricity, Distrigaz S.A. Brasov Branch - methane gas, R.A. Olt Water Directorate Rm Valcea, S.G.A. Brasov - water.

1.1.4. Evaluation of the sales activity

1.1.4.1. The evolution of sales on the local and external markets. Perspectives

Capitalization of the company's products in 2022 was achieved both on the local market (81.10% of total sales), as well as on the external market (18.90% of total sales).

a. Export activity

Export sales actions were conducted on the following distinct relationships: Pakistani MoD, Lebanon MOD.

The value of exports under the orders and contracts of 2022 amounted to 62,528.85 thousand lei.

Comparing the period 2019-2022, in terms of types of product recovery, shows that no changes occurred in the exports' structure:

b. Sales on the local market

Locally there were developed and implemented in 2022 orders and contracts amounting to 268,312.139 thousand lei (VAT excluded). This value represents helicopters upgrade, product, repairs / overhauls of helicopters, spare parts, services, technical assistance and materials as follows:

1. the National Security System components: 245,490.348 thousand lei (VAT excluded),

2. various local customers: 22,821.79 thousand lei (VAT excluded).

c. Opportunities. The prospect of sales on medium and long term

- the local market

1. IAR SA interest in providing maintenance, repairs and overhauls for the helicopter fleets of IAR 316 Alouette III and IAR 330 L PUMA owned by internal beneficiaries, as well as works of upgrade, according to the requirements of the beneficiaries.

2. Continuing the collaboration with Airbus Helicopters Romania SA, by providing maintenance and repair of helicopter components, as well as the works on the spare parts manufactured by IAR SA for the helicopters SA316 B Alouette III and SA330 Puma.

3. Involvement of IAR SA in covering the existing offset obligations and those that will arise as a result of the initiation of the strategic programs for the endowment of public institutions in Romania, as follows:

a. manufacturing activities of aircraft frames

b. Activities of manufacturing electrical wiring and panels for aircraft

c. other aviation-oriented activities

4. Involvement of IAR SA in the future helicopter acquisition programs of the institutions within the National Defense System:

The involvement of IAR SA in the multi-role helicopter program will be made in accordance with the provisions of the Definitive Cooperation Agreement signed between Airbus Helicopters and IAR SA and having as object the industrial and commercial cooperation regarding the execution of IAR-H215M Helicopter Customization Works, and turning it into IAR-H215M, Subassembly Manufacturing and Maintenance works (MRO) throughout the lifecycle of this helicopter, as well as the manufacturing of other components for the Airbus Helicopters manufactiring and distribution chain.

IAR SA will be the first contractor in relationship with the Romanian MOD to purchase this type of helicopter, and will be authorized by Airbus Helicopters as the IAR-H215M Helicopter Customization Center.

On the same model, a cooperation agreement is signed for the customization of the H145M multi-role helicopter for the Ministry of Defense.

5. IAR SA is interested in entering a partnerships for the industrialization of any helicopter models needed by the National Defense System Forces, as well as for ensuring the maintenance, repair and overhaul of these types of helicopters, throughout their life cycle.

- the external market

1. IAR SA involvement in overhaul and upgrade works for 330 PUMA SM helicopter fleets operated by external beneficiaries, including ongoing support with spare parts, services and equipment repairs.

2. IAR S.A. plans to take over the off-set obligations relating to public procurement contracts concluded by the Romanian government bodies with foreign companies.

1.1.4.2. The competitive situation in the business environement of the IAR S.A.Company

The main competitors of the IAR S.A.Company's products are the following:

1.1.4.3 The dependence of the company on a single customer or on a group of customers

The local beneficiaries of IAR S.A.'s products and services are components of the National Defence System, Public Order and National Security (M.O.D., M.O.I. and R.I.S.).

In order to observe the conditions for maintaining the airworthiness of the helicopter fleets owned by these local customers, it is necessary to periodically perform maintenance/repair/overhaul works and services, so that the budget allocations for these institutions have a strong impact on IAR S.A..

1.1.5. Evaluation of the company's employees/ personnel aspects

1.1.5.a The number and level of training of the company's employees. The unionisation degree

In the organization structure of IAR S.A. the following can be identified:

a) the departments directly subordinated to the General Manager of IAR S.A., including the Quality Department;

b) the Development-Production Division, which includes the design, software / calculation / certification departments and training departments/production follow-up, engineering, production facilities;

c) the Economic and Commercial Division, which includes the economic and commercial departments.

On the 31st of December 2022, the company had the following personnel structure which does not differ substantially from the years 2020 and 2021:

The average age of the personnel employed in IAR S.A. at the end of 2022 was 49 years at company level, considering that the average age with men was of 49.5 and with women of 48.5. On the 31st of December 2022, men represented 75.07% of the total personnel, the difference being represented by women.

Of the total employees of the company, 62.88% are members of the Free Independent Union "ICA”.

1.1.5.b Relationship between the manager and employees. Conflicting elements.

The foundation of labor relations within IAR S.A is the Collective Labor Agreement applicable at company level. Both the Management and the Executive Boards of IAR S.A. consistently showed an attitude of cooperation and understanding towards the employees of the company and, therefore, the representatives of F.I.U. "ICA". During 2022, in IAR S.A., no labor disputes or conflicting elements were recorded.

1.1.6. Evaluation of the impact of IAR S.A.'s core business on the environment in 2022

IAR SA's activity is regulated in terms of environmental protection by means of the Integrated Environmental Authorization no. BV1 of 18/07/2014 issued by the Environmental Protection Agency Brasov, revised on 24.05.2019, valid until 18.07.2024, which also includes the Water Management Authorization no. 66 of 09.06.2021 issued by the Water Management System Brasov, valid until 09.06.2026.

In these regulatory acts are set the conditions and operating parameters for existing activities, ensuring that the unit complies with the provisions concerning integrated pollution prevention and control.

Environmental protection activities during 2022 were conducted in accordance with the specific requirements of environmental legislation and requirements of three environmental permits held by IAR SA.

It should be noted that IAR S.A. has taken all necessary steps to obtain the environmental permits required by the town planning certificates related to the retrofit / upgrade / relocation works performed on the fixed assets Final Painting Workshop, Firefighting Space and Garage.

In 2022, the company monitored the quality of the environment: water, air, soil, in collaboration with companies and accredited laboratories: ECOSIMPLEX NOVA Bucharest for air emissions, ECOBREF Brasov for speciality audits and documentation in the field of environment, SGA Brașov for the analysis of discharded waste water, REMAT Braşov, COMPREST and SC ECO ELA IMPORT EXPORT SRL for removal and disposal of hazardous waste resulting from the activity of the company. In 2022 the minimum 2 mg/l for ammoniacal nitrogen, respectively 2.75 mg/l ammonium in the wastewater has been exceeded. As a result of this fact, the company's management decided that together with the construction of the International Airport, located in the vicinity of our company, to take the necessary steps to connect to the sewerage network of the Apa Brașov Autonomous Authority.

All required reports were made by both the authorization and other reports and statements required by the Brasov Environmental Protection Agency, the National Agency for Environmental Protection, the Ministry of Environment, the Ministry of Water and Forests, the Water Management System Brasov.

During checks on the line of environmental protection and environmental law compliance made by the Environment Guard - Brasov County Commission, the Romanian Waters National Administration -Division Olt Basin and the Water Management System Brasov, it has been found that IAR SA meet their environmental obligations.

1.1.7. Evaluation of the research and development activities – the company does not carry out research and development activities, thus having no necessity in applying specific policies in this field.

In IAR S.A. there is a design department undergoing certification as per RMAR 21J. The design workshops ensure the support for the production and maintenance activities and achieve the projects regarding the helicopter upgrades, according to contractual requirements.

During 2022, the design organization of IAR SA completed the design activities of new systems for the expansion of operational capabilities for the IAR 330 L Puma NAVAL helicopters. The systems have gone through the procedures of internal approval, certification with the National Military Aeronautical Authority and qualification with the customer.

The IAR design organization has started activities to define new product variants to meet the requirements of the Air Force and the Navy. These were embodied in the technical specifications of some products that were contracted. Design work for these products was started at the end of 2022 and will continue throughout 2023 and 2024 with execution project reporting and certification/qualification activities.

Independently of the activities carried out by the design organization, following the steps taken by Societatea IAR SA in 2021-2022, the "IAR TECHNOLOGY AND SCIENTIFIC PARK" project was crystallized, intended to provide innovation services, support for technological transfer and the testing of innovative technologies in the field of aviation, developed both by IAR SA, as well as by universities and innovative companies from the Regional Development Agency, Central Region and at national level. The park will provide support for the transfer of developed technologies to companies or consortia of companies that will put into production or implement the innovations and technologies on a large scale.

The project obtained with European funding has an initial eligible budget of 29,254,149.02 RON, respectively 6,000,727.99 EURO, of which 24,583,318.50 RON, respectively 5,042,628.56 EURO without VAT.

In this context, on 13.05.2022, the Financial Support Grant Agreement no. 17473 of 13.05.2022 related to the Project Sheet: "IAR TECHNOLOGY AND SCIENTIFIC PARK", which has as its object - the granting of financial support, in the form of de minimis aid, to IAR SA whose request for support was approved under the Support project at the level of the Center Region for the preparation of projects financed from the programming period 2021-2027 in the field of intelligent specialization Smis Code: 2014+: 141193 / Project Code 1.1.140, for a maximum budget of 736,049.4 RON.

The project was assigned to an executor, according to the specific procedures, and is ongoing, with the deadline for the completion of contract 17473/13.05.2022, dated 30.05.2023.

1.1.8. Evaluation of the company's activity on risk management

By nature of the activities carried out, the company is exposed to various risks, which include: currency risk, interest rate risk, liquidity risk, credit risk.

The currency risk: The Company is exposed to fluctuations in the exchange rate for the cash, receivables and liabilities entered in other currencies, mainly USD and Euro.

The company, depending on its possibilities, at a certain time, using different currencies, buys the respective currencies that it needs to complete the necessary import payments from different suppliers. The risk of exchange rate changes did not have a significant impact in 2022, despite a sharp deterioration of the exchange rates RON / euro and RON / USD, thanks to an active management and monitoring of the situation.

The Company did not use derivative financial instruments for protection against currency fluctuations.

The interest rate risk: The operating cash flows of the company are not affected by movements of the interest rate on the banking market, since currently the company uses a credit line that provides the issuance of bank guarantee letters necessary for commercial contracts and financing of production, where appropriate.

The liquidity risk (cash-flow): The companys management has applied and applies a prudent liquidity risk management, pursuing continuously the maintainance of sufficient cash in order to be able to meet all due payments.

The finance facility provided by the company's credit line reduces the liquidity risk.

The credit risk: The company carries out commercial relations only with certified third parties, which justifies the financing on credit. The company's policy is that all customers wishing to conduct business relationships under credit conditions should be subject to verification procedures. Moreover, debt balances are permanently monitored, resulting in a negligible exposure of the company to the risk of non-receivable debts.

The management of the company, depending on the current situation on the market, made arrangements for continuation of work in terms of profitability. It has been pursuing and is further pursuing the minimization of the potential negative effects associated with the risk factors presented on the financial performance of the company.

The Company conducts business relationships only with recognised third parties.

As shown in the Internal Regulation of the Board of Directors of IAR SA, the company has established an effective framework for risk identifying, monitoring and management.

A risk management system, which is described in chapter 3 - The corporate governance statement is implemented in the company.

The Company is not subject to any patrimonial legal claims.

1.1.9. Elements of perspective on the company's activity

1.1.9.a Presentation and analysis of trends, items, events or uncertainty factors that affect or could affect the company's liquidity compared to the same period last year

IAR S.A. intends to provide maintenance, repairs and overhauls for the helicopter fleets IAR 316B Alouette III and IAR 330 PUMA owned by internal beneficiaries, as well as upgrade works according to the requirements of the beneficiaries, having concluded a series of framework agreements with the components of the national defense, public order and national security system for the period 2023-2026.

Running these agreements, in the following years the company IAR is able to load their production capacities and those of its authorized subcontractors: Turbomecanica SA Bucharest, Aerostar SA Bacau, Aerotech SA Bucharest and Aerofina SA Bucharest.

As arises from the action program which puts into practice the development strategy of the national security industry in the aeronautic field:

- IAR S.A. will be involved in the national program for the purchase of helicopters by the institutions of the National Defence System /other budgetary institutions - a program for the next 10-20 years,

- IAR S.A.will take the necessary measures to become a national center for helicopters maintenance as per the Law 232 / 2016.

All measures contained in this program will influence positively, significantly, the dynamics of IAR S.A.on medium and long term.

In parallel, IAR S.A. is looking for orders from other aviation companies, including participation in covering their offset obligations.

However, should IAR SA become involved in the series manufacturing program of some subassemblies and electrical wiring for medium and heavy helicopters that are to be manufactured this company with established partners, the policies, strategies, activities and operations of the company will be significantly influenced.

In the future, IAR S.A. will continue to provide facilities and services for all economic agents within the Aeronautical Technology Park Brasov.

Also, IAR S.A. may initiate/participate in other programs within the Aeronautic Technology Park, in connection with starting the construction project of the International Airport Ghimbav - Brasov, such as the development of airport facilities, providing heliport services, involvement in programs for maintenance/upgrading of airplanes, assets rental.

The evolution of the current liquidity and immediate liquidity indicators over the last 4 years is as follows:

1.1.9.b The presentation and analysis of the effects of capital expenditures, current or anticipated, on the financial statements of IAR SA compared to the same period last year – not applicable

1.1.9.c The presentation and analysis of the events, transactions, economic changes that significantly affect revenues from the core activity

Products and services that the company capitalizes both locally and for export are meant mainly for budgetary users who, basically, are part of the national systems of safety and security forces.

For this reason, the number of agreements depends heavily on the beneficiaries’ needs, especially on the budgetary allocations related thereto.

Increasing the budget allocations for the Ministry of Defence at 2,5% of GDP could have positive effects on IAR SA, by increasing its activity and hence the company's annual business/net income.

In addition, implementing the development strategy of the security industry will significantly affect revenues from the core activity of the company.

The conclusion of PUMA SM maintenance contracts will lead to a significant increase in export volume in the coming years.

If IAR SA becomes involved in the series manufacturing program of the helicopters that are to be purchased by Romania, the policies, strategies, activities and operations of the company will be significantly influenced.

2. TANGIBLE ASSETS OF THE COMPANY IAR S.A.

2.1 The location and characteristics of the main production capacities owned by IAR S.A.

Currently, IAR S.A.'s assets are initially placed into 8 buildings, distinctively highlighted in the patrimonial registers of the company.

The stated objectives of the company regarding its products and services offered to its main customers (see the presentation at Chapter 1.1.2) lead to the achievment of extensive works of modernization of the production facilities and of their machinery / machine-tools/ equipment / test benches / verification devices, etc.

To this it is added that much of the equipment and installations currently owned by the company have an advanced degree of physical and moral wear, requiring them to be replaced with new, cutting-edge ones.

In order to accomplish these actions, the management of the company identified an investment requirement for 2023 worth 20 million lei, amount that will be affected by the value, unknown at this moment, of the investments that should be made in order to ensure the minimum conditions imposed by any future helicopter programs in which the company could be involved.

For the year 2022, the management of the company has identified a need for investments worth 20,000 million lei, financed from its own sources, embodied in:

1) rehabilitation/modernization works carried out on existing tangible assets:

- connecting domestic and technological water pumping station to the Brașov Water Company,

- modernizing the heat treatment of steels

- restoration of fencing (fence, lighting, surveillance)

- asphalting of the IAR premises and parking lot

- objective rehabilitation 103, 103a

- industrial floor rehabilitation General Assembly Hall

2) purchases of equipment, production accessories, small equipment, AMCs, the most important of which are: thread rolling machine, cadmium bath, paint mixer, spectrometer, workbenches, AMCs, carts and organizers, Watkin type contour milling machine, pickling trays, etc.

3) IT product purchases made/started/continued from 2021:

- implementation and development of an ERP enterprise resource planning system,

- action to modernize hard and soft components: multifunctional, servers, firewall, "IP telephony" solution.

The production capacities of IAR SA will undergo upgrades over the next few years through the investments to be made by ensuring the technical and technological conditions necessary both for the good development of productive activities and for the development of productive activities.

The unused assets after the reorganization of activities that occurred over time, which are not relevant to the current and medium term development of the company, are in conservation, and they will be valorised by rental or sale, as per the approvals given by competent management bodies.

2.2 The degree of wear of IAR S.A.'s properties is as follows:

• the buildings and objectives in which the company currently operates have a wear rate between 10% and 35% depending on the year of their putting into service and on the upgrade works they underwent.

• fixed assets, inventory items and technological equipment used have a wear rate of between 25% and 50%, reaching in certain cases a higher level as well;

• the wear rate is between 30% and 60% on the production buildings and other objectives in the construction category (buildings, roads and platforms) currently in conservation;

• external networks of heating, water/sewage, have a wear rate between 0% (the water and gas network) and 25% (the others).

2.3 Issues of ownership of tangible assets owned by IAR S.A. - not applicable

3 The corporate governance statement

3.1. The statement of compliance with the Corporate Governance Code of BSE

The Statement of compliance of IAR SA in 2022 to the provisions of the Code of Corporate Governance of BSE is presented below:

3.2. Information on the membership, responsibilities and activities of the Board and of the committees

3.2.1. The Board of Directors of IAR S.A. consists of 5 members.

a. Membership, qualifications and experience

None of the above nominees: has any agreement, understanding or connection with others, under which he/she has been appointed as manager of IAR S.A.; he/she did not enter into any transaction with IAR S.A.; he/she did not participate in the share capital of IAR S.A..

b. The professional experience of IAR S.A. Board members

1. Since 2013 Ms. Claudia BENCHESCU, interim non-executive administrator of IAR SA since 24.10.2021, has held the following management / leadership positions:

Ms. Claudia BENCHESCU has the following professional experience:

- Long-term studies:

○ Academy of Economic Studies-Bucharest, Faculty of General Economics - 2005-2008 (license)

○ Academy of Economic Studies-Bucharest, Faculty of Marketing - 2008-2010 (Master’s program Marketing and Management)

○ Master’s program “Government and Society”

- Various short-term studies / trainings / certifications

2. Starting with 2011, Ms. Ruxandra-Rodica ANGHEl, temporary non-executive member of the Board of Directors of IAR SA starting with 25.02.2022, held the following management positions:

Ms. Ruxandra-Rodica Anghel has the following training and professional experience:

- long-term studies: graduate of the Polytechnics Institute Bucharest / Faculty of Metalurgy – licence 1988

- short-term studies:

○ post-graduate course in public institutions management, Academy of Economy Studies, Bucharest 2007 – 2008

○ post-graduate course in sustainable professional training and development in the field of critical infrastructure protection management, Academy of Land Forces – Nicolae Bălcescu – Sibiu, 2007

○ numerous short-term studies in the field of management and communication

- experience: as of 1998 Ms. Rodica Ruxandra Anghel has held various top-management positions.

3. Since 2006 Ms. Iulia Gabriela TĂNASE, interim non-executive and independent administrator of IAR SA since 24.10.2021, has held the following management / leadership positions:

Ms. Iulia Gabriela TĂNASE has the following training and professional experience:

- Long-term studies:

○ Polytechnic University of Bucharest, Faculty of Mechanical Engineering - 1997-2003 - degree in Mechatronics

○ Polytechnic University of Bucharest, Faculty of Mechanical Engineering - 2020-present - master in Management Communication

- Various short-term studies / trainings / certifications

4. Since 2006 Mr. Horațiu Cătălin BARBU, interim non-executive and independent administrator of IAR SA since 24.10.2021, has held the following management / leadership positions:

Mr. Horațiu Cătălin BARBU has the following training and professional experience:

- Long-term studies:

○ Polytechnic University of Bucharest, Faculty of Electrical Engineering - 1996-1998 (license)

○ "Leontin Sălăjan" Brasov - military school for active artillery and anti-aircraft missile officers 1984-1987

- Various short-term studies / trainings / certifications

5. Since 2010 Mr. Mihai Aurel DONTU, interim non-executive and independent administrator of IAR SA since 24.10.2021, has held the following management / leadership positions:

Mr. Mihai Aurel DONTU has the following training and professional experience:

- Long-term studies: The Academy of Economic Studies, Accounting Management Faculty –1992-1996

- Short-term studies:

○ In-depth studies: Local Public Administration in the European Integration Process, Lucian Blaga University in Sibiu - 2006-2007

- Various short-term studies / trainings / certifications

6. Since 2017 Mr. Liviu COCOȘ, interim non-executive and independent administrator of IAR SA since 24.10.2021, has held the following management / leadership positions:

Mr. Liviu COCOȘ has the following training and professional experience:

- Long-term studies:

○ Bioterra University of Bucharest, Faculty of Agrotourism Engineering and Management - 1993-1998

○ Bioterra University of Bucharest - 2005-2007 Master of Management and Legislation

- Various short-term studies / trainings / certifications

7. Since 2014 Mr. Tiberiu ȚICLEA, interim non-executive and independent administrator of IAR SA since 25.02.2022, has held the following management / leadership positions:

Mr. Tiberiu ȚICLEA has the following professional training:

- Long-term studies:

○ University of Bucharest – Faculty of Law - 2005-2009

○ Paris University | Panthéon-Sorbonne-Bachelor’s degree in Law in the French educational system – 2007-2008

○ Paris University | Panthéon-Sorbonne - Maîtrise française en droit, Diploma in France equivalent to Bachelor’s degree in Law in Romania – 2008-2009

○ Paris University | Panthéon-Sorbonne - Professional Master in Law (Valedictorian – 2009-2010

○ Paris University | Panthéon-Sorbonne - Doctoral Student in Law (suspended for professional reasons)

8. Since 2009 Mr. Răzvan Popa, independent and non-executive member of the Board of IAR SA, since 25.02.2022, has the following professional experience:

Mr. Razvan Popa graduated from the Journalism Faculty at the University Lucian Blaga Sibiu.

9. Since 2017 Mr. Cristian MĂRIȘTEANU, interim non-executive administrator of IAR SA since 28.12.2022, has held the following management / leadership positions:

Mr. Cristian MĂRIȘTEANU has the following professional training:

- Long-term studies:

○ Christian University Dimitrie Cantemir Bucharest – Faculty of Political Sciences - 1998-2002

○ Spiru Haret Bucharest, Finance-Banks Faculty – 2009-2012

○ Spiru Haret Bucharest, Finance-Banks Faculty – master 2013-2015

○ Bucharest University – Post university studies – 2002-2003

10. Mr. Haralambie VOICILAȘ, independent and non-executive member of the Board of IAR SA, since 28.12.2022, has the following professional experience:

Mr. Haralambie VOICILAȘ graduated the Law Faculty Bucharest and post-university studies at the same faculty.

3.2.2. The activity of the Board of Directors and advisory committees within the Board

The activity carried out in 2022 by both the Board of Directors of IAR SA and by its advisory committees, is summarized in the following table:

The administrators of IAR SA were present at all the meetings of the council, which took place either with physical participation or in the form of a teleconference, in accordance with the provisions of the Constitutive Act.

The secretary of the Board of Directors of the Company is Ms. Aurelia SUMEDREA. She is also the secretary of the two advisory committees within the Board.

In 2022, the Board of Directors approached in its meetings various topics of interest to the company, such as:

• approval of the yearly investment plan for 2022 – May 2022;

• endorsement of the IEB 2022 – January 2022;

• the summarizing information on the work carried out by the company between the Board meetings - on the date of each meeting;

• the analysis and approval of financial statements: during May and November for quarterly statements, in August for the half-yearly statements and in March for the annual statements for the previous financial year;

• the development of the periodic (quarterly/half-yearly/annual) reports - together with the approval of financial statements for the respective periods;

• approval of the extension of the mandate contract between the company and its general manager - in January, March July and September 2022;

• the approval of the 2022-2023 Collective Labor Contract – in June 2022;

• the analysis of the general manager fulfillment of criteria and performance targets approved for 2021 – May 2022, – after the approval of the 2021 financial statements;

• the approval of the key performance indicators related to the current financial year - in March 2022, after the approval of the IEB 2022;

• approval of the participation of employees in the profit registered at the end of 2021 - in July 2022;

• any other analisys in the limits of the Board of Directors’ prerogatives - in the moment of occurrence of such situations;

• the convening of the GSM for issues falling within its competence.

As provided in the Internal Regulations of the Board of Directors of IAR SA, under the leadership of its Chairman and in accordance with the best practices, the Board is considering conducting an annual self-evaluation of its performance, its committees and its cooperation with the managers, making, based on the evaluation results, the action plan necessary for the improvement of the board performances.

According to the principles taken into account:

- the Board's assessment took into account the balance between skills, experience, independence and knowledge of the Board, its diversity, the way the Board works as a whole and other factors relevant to its effectiveness;

- the evaluation of the board performances was realized making individual and group interviews;

- the assessment process was focused primarily on the achievement of three objectives:

a) the assessment of the way in which the Board and its committees have operated during 2021;

b) the preparation and discussion of important issues in the Company's activity;

c) the presence of the management in the Board meetings and relevant advisory committees and their constructive involvement in discussions and decision-making.

The purpose of Board evaluation for 2021 was to show whether each member continues to contribute effectively and to demonstrate commitment to the role assumed (including allocation of time for Board meetings and committees, as well as any other duties).

Through the activity that took place during 2022, the Audit Committee has sought to assist the Board in carrying out its duties mainly related to financial reporting, internal control and risk management.

The activities of this committee during 2022 focused on:

• the monitoring of the external auditor's independence, objectivity and effectiveness of the audit process;

• the monitoring and reviewing of the appropriateness and effectiveness of the internal audit function and internal financial controls in context of the entire risk management system of the Company;

• the monitoring of transactions between related parties (noting the absence of such transactions);

• the identification of persons affiliated with IAR SA (noting that there are no other individuals affiliated to IAR);

• the analysis of reports prepared by the internal auditor and the commission responsible for risk management at company level;

• the monitoring of the integrity of financial statements of the Company;

• the development of policies for detecting and preventing fraud and bribery;

By the activity that took place during 2022, the Nomination and the Remuneration Committees provided assistance to the Board of Directors in the following matter:

• the analysis of the way in which, in 2021, the criteria and performance targets have been met in relation to the mandate contract concluded with the General Director of the Company

• the establishment, for the current year, of the key performance indicators

• extension of the mandate contract of the general director of the company.

It should be stated that the members of the Nomination and Remuneration Committee did not carry out any activities regarding the remuneration of the administrators and the general director, in the context in which the IAR SA Company, having majority state capital, was subject to the legal regulations in the field applicable to the company with full capital of state.

The principles on remuneration of the Board and of the General Manager of IAR SA, which were established by applying the provisions of GO no. 26/2013 and GEO 109/2011, subject to the GSM resolution no. 05/29.04.2021.

Complying to the principles on remuneration of the Board of Directors and of the General Manager of IAR SA, in 2022:

• the non-executive members of the Board of Directors of IAR SA were granted a monthly gross indemnity established in accordance with the OGSM Resolution no. 02 / 30.01.2018, by indexing by 20% ​​of the value of the allowance approved by GMS Resolution no. 11 / 28.11.2017, according to the provisions of art. 18 of GEO 90/2017, in order to comply with the new mandatory social contributions due under Law no. 227/2015, as subsequently amended and supplemented, as amended by Government Emergency Ordinance no. 79/2017.

• the members of the Advisory Committees within the Board shall not be remunerated in addition to their work in the respective committees

• the upper limit of the fixed remuneration due to the General Director of IAR SA established by the OGSM Resolution no 01/30.01.2018 is the value corresponding to 6 times the average gross monthly salaries for the last 12 months prior to his appointment, communicated by the National Institute of Statistics for the Machine Construction Industry – Aircraft and Spaceships Manufacturing (corresponding to the main activity object of IAR SA)

• the upper limit of the annual gross variable remuneration component that may be granted to the General Manager of IAR SA, established by the OGSM Resolution no. 06 / 27.04.2018, is of 65,000 euro, the actual value of the annual variable component being determined by the degree of accomplishment of the key performance indicators set out annually, calculated after approval of the annual financial statements

• special pension rights and/or benefits are not provided.

The principles of the remuneration policy is posted on the website of the company.

3.3. Information on risk management and internal control

IAR SA has implemented an effective framework for risk identifying, monitoring and management.

The risk management activity, which includes all processes concerning identifying, evaluating and assessing risks, establishing responsibilities, taking measures to mitigate or to anticipate them, periodic reviewing and monitoring of progress, is regulated procedurally in the Company in order to provide a method by which IAR's risk management becomes operational, so it can be streamlined and strengthened.

During the year 2022, by implementing the risk management system, the executive management of the company:

• identified key risks, by assessing and monitoring these risks in terms of potential impact and the probability of their materialization;

• monitored the activity of the commission responsible for risk management at company level;

• determined key risk indicators for monitoring the performance of the company in relation to the types of risks (eg., operational risk, human resources risk, legal risk, etc.);

• informed the Board of Directors, through the Auditors’ Committee on the status of significant risks, including on the risk on the company's shares, in order to manage such risks.

The risk management system implemented in the IAR SA is complemented by an internal control system which during 2022:

• assured both exercising the internal control (excluding internal audit), as defined under the profile legislation in force and performed the detailed administrative control in all departments and divisions of the company

• foresaw an appropriate level of policies, procedures and processes to limit risks and the achievement of the company's envisaged objectives for the analyzed year,

• intended to provide reasonable assurance regarding the achievement of the objectives which fall into the following categories: effectiveness and efficiency of operations; the accuracy of financial reporting; compliance with the applicable laws and regulations.

The internal audit function, legally regulated, provided in 2022, sought:

• to provide, in a reasonably way, some objective and independent assurances to both administrative and executive management, according to which the company's organization, policies and procedures are working effectively and according to expectations

• to provide ensurances regarding the effective implementation at the company level of the framework of risk management and of internal control system,

• to independently make decisions on matters of audit,

• to conduct, independently, activities from an operational perspective compared to other departments within the company and to the executive management of the Company,

• to develop risk plans, by consulting with:

• the commission responsible for risk management,

• the audit committee of the Board of Directors.

• to elaborate the justifying documents that are supported by the conclusions drawn by it while performing its activity.

3.4. Information regarding the shareholders

The share capital of IAR S.A. is 47,197,132.5 lei, representing a total of 18,878,853 nominal shares, with a nominal value of 2.5 lei each. Each share gives right to one vote in the general meeting of shareholders.

The record of IAR SA 's shareholders is held, under a service agreement by the Depozitarul Central SA. Company.

In IAR SA a department dedicated to handling all issues related to ownership of the company is organized and operates on: the evolution of the shareholder structure, rights arising from the IAR SA's shares, organizing of the general assemblies of shareholders, the dividend distribution, the relationship with the ASF, the BVB and the Depozitarul Central, any matters of corporate governance, as they are governed by the applicable law on capital market issuers whose securities are traded in the Bucharest Stock Exchange.

On the webpage of the company, www.iar.ro, are posted all the information that might be of interest to shareholders and to potential investors.

The information on the shareholder activity may also be obtained from any of the persons below, who work in this department, daily from 07:30 to 15:30:

1. eng. Aurelia SUMEDREA - tel +40-268-475269, extension 1018

2. ec. Camelia CEAPRAZARU – tel +40-268-475269, extension 1026

3.4.1. Markets on which the shares issued by IAR S.A.are traded

The shares issued by IAR S.A. were traded on the Bucharest Stock Exchange, the Equity Sector - Standard Category shares- symbol IARV.

As can be seen from the public information posted on the website of the Bucharest Stock Exchange on 02.02.2023, in the last year 460,409 shares issued by IAR SA were traded, the unit price oscillating in both directions:

Performance:

Analyzing the above chart one can see how the share price has been significantly influenced by informing just in time of the shareholders and investors regarding any significant event which concerns the company.

3.4.2. The amount of dividends paid by the IAR S.A. Company in the past three years

For 2019, based on the provisions of the specific laws in force, the Board of Directors and the executive management of IAR S.A. propose the allocation of the amount of 18,278,853 lei in dividends, representing a gross dividend per share is 1 leu. At the same time through GMS Resolution no 04/29.04.2020, the general meeting of shareholders approved the prescription of unpaid dividends for the financial year 2015 (older than 3 years). Dividends were paid via S.C. Depozitarul Central SA, shareholders registered in the shareholders' register on 26.06.2020.

For the year 2020, the amount established to be distributed as dividends to the shareholders of IAR S.A. was RON 7,725,000, resulting in a gross dividend value per share of RON 0.4226195 lei/share. At the same time through GMS Resolution no. 03/28.04.2021, the general meeting of shareholders approved the prescription of unpaid dividends for the 2016 financial year (older than 3 years). Dividends were paid via S.C. Depozitarul Central SA, shareholders registered in the shareholders' register on 25.06.2021.

For the year 2021, the amount established to be distributed as dividends to the shareholders of IAR S.A. was RON 5,483,656, resulting in a gross dividend value per share of RON 0.30 lei/share. At the same time through GMS Resolution no. 04/28.04.2022, the general meeting of shareholders approved the prescription of unpaid dividends for the 2017 financial year (older than 3 years). Dividends were paid via S.C. Depozitarul Central SA, shareholders registered in the shareholders' register on 28.06.2022.

For the year 2022, starting from the specific legal provisions in force, the Board of Directors and the executive management of IAR S.A. propose the distribution of the amount of 5.319.146 lei lei in the form of dividends, resulting in a gross dividend per share of 0,291 lei.

The dividend payment date will be 06.07.2023, which will be paid via Depozitarul Central SA to the shareholders registered in the register of shareholders on 15.06.2023, identification date of shareholders who will be impacted by the GMS resolution approving the financial statements. Expenses incurred by the distribution of dividends shall be borne by the shareholders.

Under the conditions in which:

• For objective reasons, (related either to not cashing-in by some shareholders of the dividends owned by them, or the very low total value of dividends due to some of the shareholders) some of the total amount of dividends to be distributed could not be paid,

• IAR S.A. fulfilled a legal obligation to disclose information relating to the distribution of dividends fixed by the general meeting of shareholders with the approval of the distribution of the annual profit made by the company and by publishing it in the press and on its website, in press releases issued on this subject and by transmitting these releases to the Financial Supervisory Authority and the BSE,

The Board of Directors and the executive management of IAR S.A. propose that the general meeting of shareholders to approve:

• prescribing unpaid dividends for the fiscal year 2018, which meets the condition for achieving the deadline of 3 years from the date of chargeability of distributed dividends stipulated by art. 2517 of the Civil Code

• the proposal for their registration under "other income" - account 758 under the law provisions.

The date of prescribing these amounts will be 30.06.2023.

3.4.3. Purchase activities of own shares

In 2022, the company IAR SA has not taken any action in relation to the package of shares acquired following the withdrawal from the company, in 2018, of SIF III Transylvania.

3.4.4. Subsidiaries of IAR S.A. - not applicable.

3.4.5. Issuance of shares or other debt instruments - not applicable

3.5. The operational management of IAR S.A.

In compliance with Law no. 31/1991, republished, as amended and supplemented, the leadership, organization, representation and management of the activity of IAR S.A. were ensured, by Mr. Laurian ANASTASOF - GENERAL MANAGER, representing the company in relation to third parties and was responsible for how the company carried out acts of leadership under the mandate contracts numbers E1695/04.09.2020 (with additional acts), IAR-D10E256/07.03.2022 and D10-E1218/23.09.2022.

Mr. Laurian ANASTASOF does not hold any share of SC IAR SA.

During 2022, IAR S.A.'s executive management was provided as follows:

- Commercial and Economic Executive Director: ec. Ion DUMITRESCU

- Development and Production Executive Manager: eng Ioan CHIRITA

The respective executives are employees of the company (based on individual employment contracts signed with the company). None of the above nominees has any agreement, understanding or connection with others, under which they have been appointed to IAR S.A.'s management and was not involved in litigation or administrative procedures in the past 5 years.

The executive directors held the following shares of the share capital of the IAR S.A. Company, as at 31.12.2022:

• Mr. Ion DUMITRESCU: 0.00125537% of the share capital (the share owned by assigning shares under the mass privatization process and as a result of shares acquisition on the capital market)

• Mr Ioan CHIRITA: has no shares within IAR SA.

3.6. Litigation or administrative procedures regarding the activity of the people in the management of IAR S.A. – not applicable

4. FINANCIAL-ACCOUNTING STATEMENTS; FINANCIAL-ACCOUNTING ADMINISTRATION ELEMENTS

4.1. THE FINANCIAL-ACCOUNTING STATEMENT FOR 2022 COMPARED TO THE PREVIOUS 3 YEARS

The current financial and economic situation compared to the past three years is as follows:

a) balance sheet items

lei

The share of fixed assets in the total assets was of 21.67% in 2019, of 24.62% in 2020, of 22.60% in 2021 and of 15.53% in 2022.

b) the profit and loss account

lei

The share of operating costs in the total expenditure: in 2019 it is 99.68 %, in 2020 it is 98.13%, in 2021 it is of 99.25% and in 2022 it is of 98.74%.

The share of operating income in the total income: in 2019 it is of 98.57%, in 2020 it is of 99.72%, in 2021 it is of 98.33% and in 2022 it is 98.32%.

The production of the company is based only on firm contracts and multiannual master agreements with secured end-users. The values of "turnover" and "income from stored production” indicators are given by the delivery schedule and the product transport modality agreed with the beneficiaries.

In 2022, the workload of production capacities has averaged 106%.

c) cash flows - the available funds of the company on 31.12.2022 were 258,293,914 lei.

4.2. ELEMENTS OF FINANCIAL-ACCOUNTING MANAGEMENT

In 2022 the financial and economic activity of the IAR S.A. was coordinated by the Commercial and Economic Executive Manager of the company.

The economic department is operated by specialized personnel with secondary and higher education.

The entire financial-accounting activity took into account the following principles:

• the principle of prudence;

• the principle of consistency;

• the principle of going concern;

• the principle of matching;

• the principle of opening balance;

• the principle of offsetting;

• the principle of substance over form.

The general accounting principles underlying the accounting registration of operations, transactions, assessment of items presented in the annual financial statements and the financial statements are as follows:

The principle of prudence according to which assets and income shall not be overstated and liabilities and expenses understated. In the individual situation of the global result only the profit made on the date of the financial statements may be included.

In the financial statements all debts incurred in the current financial year or in the previous year are highlighted, even if they become obvious only between the date of the balance sheet and the date of their establishment.

In the financial statements all liabilities and potential losses arising in the current financial year or in the previous financial year are highlighted even if they become obvious only between the date of the balance sheet and the date of their establishment.

To this end the possible provisions, and liabilities resulting from a contract are also being considered. They shall stand in the balance sheet or in the explanatory notes by debt type.

All depreciation is taken into account, whether the result of the period is a loss or profit. The registration of adjustments for depreciation or value loss is made at the expense of expense accounts, regardless of their impact on the statement of the global result.

The principle of consistency: The assessment methods and accounting policies are applied consistently from one financial year to another.

The principle of going concern: The Company continues to operate normally, without going into liquidation or significant reduction of activity.

The principle of matching: the income and expenditure relating to the financial year are highlighted, regardless of the income collection date or the expenditure payment date.

The principle of valuation of asset and liability items according to which, components of assets and liabilities must be valued separately.

The principle of no offsetting: The assets and liabilities, income and expenses are not offset unless offsetting is required or permitted by a standard or an interpretation.

The principle of substance over form according to which, the presentation of the amounts in the balance sheet and in the profit and loss account is taken based on the economic substance of the reported transaction or arrangement, and not only their legal form.

The IAR S.A. accounting, as the main instrument of knowledge, management and control of assets, provides chronological and systematic registration, processing and storage of information on the property situation, its outcomes, both for internal use and for the business relations with the customers, banks and tax authorities, etc..

IAR SA relies on double-entry accounting, in compliance with the Norms of the Ministry of Public Finance, compiling monthly reports, and at the end of the semester and at he end of the year presenting a balance sheet.

Accounting records are chronological and systematic, according to the chart of accounts and norms in force, any asset transaction being registered in an accompanying document.

The accounting registration of movable and fixed assets was carried at the acquisition value or production as appropriate.

The fixed assets accounting is made based on categories, on each item and by jobs.

The accounting of material values is made based on types of management, and within these, on the types of materials, tools, devices, checkers, etc.

The types of management are organized both at central and at the manufacturing divisions, by monthly compiling with the trial balance, which is facing the company’s synthetic records.

In addition, the financial-accounting department is organized in order to obtain a process established to achieve high quality financial reporting. The roles and responsibilities are specifically defined and a control process is implemented in order to ensure fairness and accuracy of financial reporting process.

Regarding the unfinished production, this is organized based on production orders, technical plan and household expenses, and within them, on beneficiaries.

The accounting of providers, of customers, of other claims and obligations, is made by categories and, within them, by each natural or legal person.

The accounting income is made based on the kinds of income and expenditure according to their nature.

Monthly, to verify the correct recording in the accounting of property transactions, the synthetic balance checking is prepared, which on its turn is based on analytical balances on the accounts.

The property inventory was conducted in accordance with the legal regulations in force: Law 82/91 republished, OMPF 2861/2009 - on the rules for organizing and conducting the inventory of assets, liabilities and equity and by Decision no. 39 /28.09.2022. The inventory aimed at establishing the actual status of the assets, liabilities and equities of the company and the goods and values owned by any title, belonging to other legal or natural persons, in drawing up the annual financial statements that must provide a true and fair view of the financial position and performance of IAR SA for the financial year 2022.

IAR SA's balance sheet for the period 01.01-31.12.2022 was compiled based on the trial balance accounts that were registered in all economic and financial operations based on legal documents drawn up, on the principles and by the provisions of the Accounting Law no. 82 / 1991 approved the company's accounting policies and in compliance with the company's approved accounting regulations harmonized with the 4th Directive of the European Economic Community, the MFO no. 2844/2016 for approving the Accounting regulations compliant with the International financial reporting standards, applicable to commercial companies whose securities are admitted to trading on a regulated market, as amended and supplemented.

THE DEVELOPMENT OF THE MAIN ECONOMIC AND FINANCIAL INDICATORS IN THE PAST 5 YEARS

The evolution of the components of the total income in the past 5 years is as follows:

%

The main share, respectively 98.32% of total revenues achieved by the company in 2022, is represented by the income from operating activities.

The evolution of the components of total expenditure in the past 5 years is as follows:

%

The main share, respectively 98.74% of total expenditure made by the company in 2022, is the expenditure on operating activities.

THE PATRIMONY OF IAR S.A. IS AS FOLLOWS:

⤾ ASSESTS

The value of non-current assets at 31.12.2022 is of 102,021 thousand Lei and represents the value of the intangible assets, the tangible fixed assets affected by the amortization value, as well as the financial assets.

Other tangible assets titles are maintained in the amount of 5,429 thousand lei on 31.12.2022 and they are:

• shareholder titles in SC Airbus Helicopters Romania SA: 5,390 thousand lei, shareholder titles at SC Aerodrom "Iosif Silimon" SA: 39 thousand lei,

SC Aerodromul "Iosif Silimon" SA did not register any activity as of 2014 and is under liquidation as decided by the shareholders.

⤾ STOCKS/INVENTORIES

In the stocks category are comprised:

• raw materials directly involved in the manufacturing of products and are found fully or partly in the finite product, either in their original or processed shape;

• consumables (auxiliary materials, fuel, packaging materials, spare parts and other consumables), which participate or support the manufacturing or operating process without usually being found in the finite product;

• inventory objects materials;

• products, namely:

- semi-finite products;

- finite products;

- scrap, recoverable materials and waste;

- merchandise;

- packaging, including reusable packaging, purchased or manufactured, designed for sold products that can be temporarily stored by third parties, having the restitution obligation as stipulated in the agreements;

- production in progress;

- the goods in custody for processing or on consignment with third parties.

Certain stocks that were bought are reflected separately, for which risks and benefits were transferred, and are in the supply process.

The accounting of stocks is held quantitatively and qualitatively by using the perpetual inventory. In these circumstances, in the accounting are registered all incoming and outgoing transactions, which allow the establishment and knowledge, at all times, of the stocks, both in quantity and in value.

The value of the stocks at 31.12.2022 is 256,829 thousand lei, maintained constant compared to the previous year.

The balance of production under construction mainly includes the value of IAR 330 PUMA NATO, NAVAL and SM helicopters to be delivered in 2023.

⤾ RECEIVABLES

On 31.12.2022 the situation of the receivables is as follows:

lei

In the total receivables, the largest share is held by trade receivables in the amount of 35,673 thousand lei, respectively 89.05 %.

Their componence is:

- the amount of 24,771 lei, which represents letters of guarantee for good execution, related to the commercial contracts carried out by IAR SA and guaranteed with cash / collateral deposit

- the amount of 10,902 lei, represents the value to be cashed in as per the commercial contracts.

⤾ PETTY CASH AND BANK ACCOUNTS

The company cash funds at 31.12.2022 amount to 258,293,914 lei, of which:

⤾ PAYABLES

The debts of the company stand out in the accounting based on the third parties accounts. The providers and other payables accounting is kept on categories and on each person or entity.

The company’s debts structure is as follows:

• commercial debts, amounting to 16,772 thousand lei, respectively 4,65 % of the total debts;

commercial debts are current debts, in line with the deadlines stipulated in the commercial contracts.

• "other creditors" in the amount of 4,778 thousand lei, respectively 1.32% of the total debts refers to the debts “other creditors (AJOFM).

Regarding the debt to the County Agency for Territorial Employment and Labor (AJOFM), depending on the residence that the employees made redundant by the company had, which represents the compensation granted to the insurance of unemployment budget, of IAR SA's employees whose individual labor agreements were terminated by collective redundancies, under restructuring programs in 2009-2010, as a result of privatization and reorganization of the units in the defense industry, in compliance with Article 12 of GEO 95/2002, industry which includes also IAR SA ( according to GD 0813/2002).

We must emphasize the fact that under Article 12, ind. 8 of GEO 95/2002 - "the amounts granted from the unemployment insurance fund as compensations will be recoverable from the economic agents in the defense industry, in the limit of 20 % of rental, sales of assets and shares' sales revenues in the share capital of companies."

Regarding the aspects noted above, it is clear that the amounts due as compensation payments have no due date expressly stated, these liabilities becoming due on the date and to the extent that IAR SA achieved revenues from the activities above.

Please note that these amounts do not bear interest, penalties or other system accessories.

• The amount of 4,195 thousand lei, represents dividends due to shareholders unpaid or paid and returned because of the impossibility of payment from their negligence, respectively the change of address or the communication of incomplete addresses.

The company's payables at the end of 2022 are worth 361,038 thousand lei, of which short-term debts worth 356,257 thousand lei are current debts, whose chargeability is consistent with the legal and contractual deadlines stipulated in the Fiscal Code.

We mention that of the total debts to be paid over a period of more than one year, the value of which is 4,780 thousand lei, represents the obligation to the aforementioned AJOFM.

We mention that IAR SA paid on time and in full its obligations to the state budget and the budget of the State Social Insurance, as well as the local ones.

We mention that IAR S.A. doesn’t have outstanding payments on 31.12.2022.

⤾ PROVISIONS

Provisions are intended to cover liabilities whose nature is clearly defined and which, at the balance sheet date, are likely to exist or it is certain that they will exist, but are uncertain in terms of the amount or the date when they will occur.

The accounting of provisions is kept on types, depending on the nature, purpose or object for which they were established.

In 2022 provisions have been established and increased in compliance with Article 26 of Law 227/2015, with Order no. 2844/2016 for approving the Accounting Regulations compliant with the International Financial Reporting Standards applicable to companies whose securities are admitted to trading on a regulated market.

The set-up/increased provisions value in 2022 is of 34,607 thousand lei, presenting them in the following structure:

• provision for employees participation to profit, amounting to 1,500 thousand lei;

• provision for the retirement bonus, amounting to 288 thousand lei

• provision to cover risks, good performance guarantees for the contracts concluded in 2022, amounting to 31,840 thousand lei;

• provision for OFFSET, amounting to 979 thousand lei;

Also, provisions in the amount of 20,613 thousand lei have been canceled or diminished by the resumption on income, as follows:

• provision for performance guarantees granted to local customers, amounting to 17,940 thousand lei;

• provision for employees participation to profit, amounting to 2,268 thousand lei;

• provision for the retirement bonus, amounting to 405 thousand lei;

Thus, the adjustments for provisions represent in 2022 the amount of 13,994 thousand lei.

⤾ SHAREHOLDERS' EQUITIES

The equity on 31.12.2022 is 228,527 thousand lei and shows an increase by 3.98 % compared to 2021.

The evolution of the economic-financial results of the company between 2018-2022 is as follows:

At the end of 2022, the company IAR SA no longer met the legal conditions for establishing the legally deductible reserve from profit, taking into account the provisions of Order no. 2844/2016, of Law 31/1990 and of Law 227/2015 with subsequent amendments and completions.

THE ANALYSIS OF THE MAIN ECONOMIC AND FINANCIAL INDICATORS

A. Current liquidity ratio:

B. Liquidity coverage ratio:

C. Efficiency indicators:

1. The financial rate of return

2. The rate of return on advanced capital

3. The profit rate

4. The rotation speed of debits-customers

5. The rotation speed of fixed assets

6. The rotation speed of total assets

7. The total amount invested in 2022 was 13,824 thousand lei.

The financial-accounting statement complies with the documents attached to this annual report: the financial statements of 31.12.2022 and the financial auditor's report for the financial year 2022.

5. ANNEXES: the list of companies in which IAR S.A. holds shares.

ANNEX TO THE ANNUAL REPORT 2022

List of companies in which IAR S.A. owns participations

1. IAR S.A. holds shares in AIRBUS HELICOPTERS ROMÂNIA S.A. as follows:

The value of the participation is recorded in the accounting files at the nominal value per share of 0.10 lei.

AIRBUS HELICOPTERS ROMÂNIA SA is a closed company, its shares not being traded on the share market.

Its social headquarters is: 40 1 A, Hermann Oberth Street, Ghimbav, county of Braşov 507075, tel. 0268303000.

2. IAR S.A. owns shares in SC AERODROM “IOSIF ŞILIMON” SA as follows:

- participation titles SC Aerodrom “Iosif Şilimon” SA: 39 thousand lei.

SC Aerodromul “Iosif SILIMON“ SA has not had any activity since 2014 and its liquidation is in progress as per the resolution of the shareholders.

FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR CONCLUDED ON 31 DECEMBER 2022

Drawn up in accordance with:

The Order of the Public Finance Ministry no. 2844 /2016 and subsequent additions provided at entry 1.1 of Annex 3 to the MoF Order No. 4268/2022

BALANCE SHEET 2022