Convocation AGOA 30 or 31 august 2021
NOTICE OF MEETING
The Board of Administration of “RULMENTI” S.A., with headquar-ters in Barlad, 320 Republicii Street, county of Vaslui, tax identification num-ber RO 2808089, registered in the Commerce Register under no. J37/8/1991 (hereinafter referred to as “the Company”), in accordance with the Decision no. 214/09.07.2021 and
based on the Law no. 31/1990 on commercial companies, as republished with the subsequent amendments and supplements (“Law no. 31/1990″) and the Articles of Incorporation of the company,
The Ordinary 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 August 30, 2021 at 15.30, for all shareholders registered with the Company’s Shareholders’ Registry held by Depozitarul Central S.A. Bucharest,
at the end of August 19, 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 Ordinary General Meeting of the Shareholders on August 31, 2021 at
15.30, in the same place and with the same agenda and the same Reference Date.
THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
is as follows:
1. There are submitted for being discussed and approved the consolidated financial statements of RULMENTI S.A. for 2020, consisting of the Consolidated Balance Sheet, Consolidated Profit and Loss Account, Explanatory Notes related to the Consolidated Annual Financial Statements, Consolidated Administrators’ Report and Consolidated Audit Report.
2. It is submitted for being discussed and approved the financial report of RULMENTI S.A. on 30.06.2021.
3. 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 by a representative, based on a Special Power of Attorney.
The access of the shareholders entitled to participate in the General Meeting of Shareholders and/or the vote by correspondence is allowed by the simple proof of their identity, made in the case of natural persons shareholders with an identity document (identity card for Romanian citizens or, as the case may be, passport/residence card for foreign citizens) or, in the case of legal persons and the shareholders represented by natural persons, with the Special Power of Attorney given to the natural person who represents them.
The representatives of the legal persons shareholders will prove their quality as follows:
• the legal representative – on the basis of an official document attesting such quality (e.g. the Articles of Incorporation, an extract/certificate issued by the Commerce Register Office or other proof issued by a competent authority), if it does not result from the Shareholders’ Registry held by Depozitarul Central S.A. (for example, there were changes that were not communicated to Depozitarul Central and, therefore, are not operated in the Shareholders’ Registry);
• the person to whom the representation authority has been delegated – besides the above-mentioned document (which certifies the quality of legal representative of the person signing the delegation) will also show a Special Power of Attorney signed by the legal representative of the respective legal person.
The representatives of natural persons, as well as the representatives of legal persons, will be identified on the basis of their identity card (identity card for Romanian citizens or, as the case may be, passport/residence card for foreign citizens).
Starting with July 30, 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;
Instructions regarding the voting procedure;
Drafts of Decisions of the Ordinary General Meeting of Shareholders.
After filling in and signing, in three copies, the Special Power of Attorney for the representation of the shareholders in the General Meetings of Shareholders and/or, as the case may be, the Correspondence vote bulletin, forms which will be made available by the company as mentioned above, an original copy of the Special Power of Attorney/Vote bulletin, as the case may be, will be submitted/sent to the company’s premises, so as to be registered at the headquarters of the company at least 48 hours before the date and time established for the General Meeting of Shareholders.
The Special Power of Attorney/ Correspondence vote bulletin may also be sent by e-mail with extended electronic signature included, according to the Law no. 455/2001 regarding the electronic signature, so as to be registered at the headquarters of the company at least 48 hours before the date and time established for the General Meeting of Shareholders, to the e-mail address [email protected], mentioning as subject: FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON AUGUST 30/31, 2021.
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 by registered mail with acknowledgment of receipt or by courier, in an envelope, so as they may be registered at the company’s headquarters within 15 days after the publication of the notice of meeting, mentioning on the envelope FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON AUGUST 30/31, 2021.
The revised agenda will be published, if applicable, in accordance with the legal provisions, at least 10 days before the date of the Ordinary 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 or during the General Meeting of the Shareholders. 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 110,312,642.00 lei and consists of 40,113,688 dematerialized nominative shares, with a nominal value of 2.75 lei, 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,
Mr. EROL KAYA