Convocation AGEA 28 december 2021
The Board of Administration of "RULMENTI" S.A., with the headquarters in Barlad, 320 Republicii Street, county of Vaslui, tax identification number RO 2808089, registered in the Commerce Register under no. J37/8/1991 (hereinafter referred to as "the Company"),
in accordance with the Decision no. 222/19.11.2021 and based on the Law no. 31/1990 on commercial companies, as republished with the subsequent amendments and supplements (“Law no. 31/1990"), the Government Emergency Ordinance no. 62/2020 and the Articles of
Incorporation of the company,
The Extraordinary General Meeting of the Shareholders at the headquarters of the company located in Barlad, 320 Republicii Street, in the meeting room of the administrative building, on December 28, 2021 at 11.00, for all shareholders registered with the Company’s Shareholders’ Registry held by Depozitarul Central S.A. Bucharest, at the end of December 17, 2021, considered as the Reference Date for this meeting.
If on the above mentioned date the conditions of validity/quorums of presence are not met, it shall be established in accordance with art. 118 of the Law no. 31/1990 the second Extraordinary General Meeting of the Shareholders on December 29, 2021 at 11.00, in the same place and with the same agenda and the same Reference Date.
THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
is as follows:
1. It is submitted for being discussed and approved, in view of developing the company, the construction of a photovoltaic energy park, mainly to cover its own electricity consumption. The estimated value (+/- 10%) of this investment is of USD 2,719,040 (without VAT).
The in-vestment will be located on the real estate with cadastral number 791 and Land Book number 71519, the real estate with cadastral number 793 and Land Book number 71450 and the real estate with cadastral number 792/1 and Land Book number 71520, having a total surface of 12.275 hectares.
The legal representatives of the company will carry out the project, meaning that they will make the necessary acquisitions, will conclude the necessary enterprise contracts, will take steps to obtain the building permit, as well as any other required permits, approvals or agreements, personally or through agents, as the case may be, will perform the operations
of joining or detaching the lands on which the photovoltaic park will be built or the lands that will serve the building selected for the photovoltaic park and will fulfill, conclude or request any other acts for the achievement of the objective.
2. It is submitted for being discussed and approved the conclusion of a loan contract between Rulmenti SA and the Romanian Fund for Energy Efficiency (FREE) for a maximum amount of USD 2,000,000, for a period of 5 years + a grace period of 1 year, for financing the project, in accordance with the legal provisions and the statutory provisions of Rulmenti SA.
3. It is submitted for being discussed and approved to guarantee the loan mentioned at point 2 above with the following guarantees:
- real estate mortgage of rank 1 on the following real estates owned by the company: the real estate with cadastral number 791 and Land Book number 71519, the real estate with cadastral number 793 and Land book number 71450 and the real estate with cadastral number 792/1 and Land Book number 71520, having a total surface of 12.275 ha and being located in Barlad, 320 Republicii Street,
county of Vaslui; these lands can be dismantled, attached or subjected to any operation necessary for the development of this project, including easement rights;
- movable mortgage of rank 1 on the equipment financed from the loan and the mortgaging in favor of the Romanian Fund for Energy Efficiency of the receivables from the insurance contract having as object this equipment;
- movable mortgage of rank 1 on the receivables from the supply contracts concluded by the company having as object the energy generated by the cogeneration plant it owns and the management of the amounts collected through an escrow account;
- promissory notes.
4. It is submitted for being discussed and approved the designation of the persons empowered to sign on behalf of the company all the loan applications and any other necessary documents related to the loan mentioned at point 2 above, the guarantee contracts mentioned at point 3 above and, possibly, any additional documents, as well as to fulfill all the other formalities
including dismemberments, attachments or any other such necessary operations for the lands that will be mortgaged.
The following persons are proposed to be empowered to sign, both together and separately:
1) the General Executive Director
2) the Factory and Product Operations Director.
In case the nominees are not present, the signatures will be given by the persons designated to replace them according to the existing replacement matrix or other documents.
5. It is submitted for being discussed and approved the empowerment of Mr. Nelu Vasilica Maftei, with the possibility of substitution, in order to perform all the legal formalities for the registration and publication of the adopted decision, as well as for receiving the certificate of recorded amendments from the Commerce Register Office.
Only the shareholders registered in the Register of Shareholders of the company at the Reference Date are entitled to participate in the General Meeting of Shareholders and to exercise their right to vote, according to the legal provisions and the Articles of Incorporation of the company, personally (or by legal representatives) or through a representative, based on a Special Power of Attorney.
In case the shareholders attend the General Meeting of Shareholders through a representative, the original powers of attorney will be sent or deposited at the company’s headquarters by registered letter or postal or courier services, respectively by e-mail in the case of powers of attorney signed with an extended electronic signature, so as to be received by the company until the date of the meeting.
The shareholders communicate the vote by mail in the manner indicated in the notice of meeting, namely by registered letter, postal or courier services or by letter sent electronically, having incorporated, attached or logically associated the extended electronic signature, so that the vote is received by the company until the date of the meeting.
The addresses to which the special power of attorney and/or vote by mail must be sent are as follows:
- for letter sent by mail or courier or deposited personally:
Rulmenţi S.A. City of Barlad, 320 Republicii Street, county of Vaslui
- Email (letter with incorporated, attached or logically associated extended electronic signature):
On the envelope or in the title of the email message it will be mentioned: FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON DECEMBER 28/29, 2021.
Starting with November 28, 2021, the following documents may be downloaded from the company’s website www.urbgroup.com or may be studied or obtained, on request, every working day, between 13.00-14.00, from the company’s headquarters, by fax or mail:
- Notice of the General Meeting of Shareholders;
- Forms of Special Power of Attorney for the representation of the shareholders at the General Meeting of Shareholders;
- Forms of Correspondence vote bulletins;
- Documents and informative materials related to the aspects/issues included on the agenda and the voting procedure;
- Drafts of Decisions of the General Meeting of Shareholders.
The shareholders representing, individually or together, at least 5% of the share capital of the company are entitled, according to the law, to introduce new issues on the agenda, provided that each issue is accompanied by a justification or a draft decision proposed to be adopted by the general meeting of shareholders, as well as to make proposals for decisions on the issues included or proposed to be included on the agenda.
The applications/proposals will be sent so as to be registered at the company’s headquarters within 15 days after the publication of the notice of meeting, mentioning FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON DECEMBER 28/29, 2021.
The revised agenda will be published, if applicable, in accordance with the legal provisions, at least 10 days before the date of the General Meeting of Shareholders.
Any interested shareholder has the right to address to the Board of Administration questions on the items on the agenda, in accordance with the law, the answers will be made available on the company’s website www.urbgroup.com. For a good organisation of the General Meeting of the Shareholders and to be able to answer to the shareholders’ questions, these questions must be put 2 days at least before the date of the meeting.
At the date of the convocation, the share capital of the company is of RON 110,312,642 and consists of 40,113,688 dematerialized nominative shares, with a nominal value of RON 2.75, each share giving the right to one vote in the General Meeting of Shareholders.
Additional information may be obtained from the Legal Office, between 13:00 and 14:00, by phone 0235411120 extension 106, as well as from the company’s website www.urbgroup.com.
CHAIRMAN OF THE BOARD OF ADMINISTRATION,