Convocation AGOA 31 may 2022

NOTICE TO ATTEND

The Board of Directors of RULMENTI S.A., with headquarters in Bârlad, 320 Republicii Street, Vaslui County, Tax Identification Code RO 2808089, Registration no. at Trade Register J37/8/1991  (hereinafter called „the Company”), according to the Decision no. 206/19.04.2021,  under the Law no. 31/1990 regarding the companies, republished, with the subsequent amendments and additions (“Law no. 31/1990″), and the Articles of Incorporation of the Company,

CONVENES:

The General Meeting of the Shareholders on 31st May 2022 at 11.00, at the headquarters of Rulmenți SA, from the town Bârlad, 320 Republicii Street, 1st floor, boardroom, for all shareholders registered in the Register of Shareholders of the Company, held by Depozitarul Central S.A. Bucharest, at the end of the day of 20th May 2022, considered Reference Date for this meeting.

In case the above-mentioned dates do not meet the conditions of validity/ quorum of presence, the second General Meeting of the Shareholders is settled, according to art. 118 of the Law no. 31/1990, on 01st June 2022, at 11.00  with the same agenda and the same Reference date.

AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS

Is the following:

1.It is brought to discussion and approval the Report of the Board of Directors for the fiscal year 01.01.2021-31.12.2021;
2.It is brought to discussion and approval the Report of the Financial Audit for the fiscal year 01.01.2021-31.12.2021;
3.There are brought to discussion and approval the annual financial situations of RULMENTI S.A. BARLAD, for the fiscal year 01.01.2021-31.12.2021 made up of:

    Balance sheet (code 10);
    Profit and loss account (code 20);
    Situation of the change in equity;
    Situation of cash flows;
    Explanatory notes to the annual financial situations;

4.It is brought to discussion and approval the discharge of the administrators of the Company for the activity deployed during the financial year for the fiscal year 2021, based on the presented reports;
5.It is brought to discussion and approval the revenue and expenditure budget for the year 2022;
6.It is brought to discussion and approval the investments program for the year 2022;
7.It is brought to discussion and approval the appointment of the financial auditor, establishing the term of office and his remuneration (it is advanced 1 year from the date of appointment). To this purpose, it is proposed the extension of the term of office with the audit company S.C. AUDIT Expertcont S.R.L. Bârlad from the expiration date (29th.06.2022) under the same contractual conditions as those of the contract in force.
8.It is subject to discussion and approval the position (for or against) Rulmenti SA regarding the proposal to dissolve and liquidate the company URB INDIA BEARING FACTORY AND TRADE PRIVATE LIMITED from India, with registration number 218287, CIN U29253DL2011FTC218287.
9.It is subject to discussion and approval the allocation of the land with cadastral number 788 and land book number 71509, with an area of 110747.19 sqm for the development of the Rulmenti SA project for the construction of a photovoltaic park, approved by the EGMS Decisions of December 28, 2021. It is also subject to discussion and approval the express power of attorney of the General Executive Director of Rulmenti SA in order to carry out this decision, to take steps to obtain the building permit, as well as any other permits, approvals, necessary agreements, personally or by proxies, as the case may be, and to carry out the operations of attachment or detachment of the lands on which the photovoltaic park will be built or of the lands that will serve the building affected to the photovoltaic park destination and to fulfill, conclude or request any other acts the goal.
10.It is subject to discussion and approval the mandating of Mr. Nelu Vasilica Maftei with the possibility of substitution to make all legal formalities for the registration and publication of the adopted Decision, and for the taking of the application for mentions from the Trade Register Office.
At the General Meeting are entitled to participate and they can exercise their right to vote, only the shareholders registered in the Company’s Register of Shareholders on the Reference Date, according to the legal provisions of the Articles of Incorporation in person (or by its legal representatives) or by agent, based on Special Power of Attorney.
The access of the shareholders entitled to attend the General Meeting is allowed by the simple evidence of their identity, made, in case of natural persons, by identity document (identity card for the Romanian citizens or, passport/ residence card for the foreign citizens) or, in case of legal entities and of the shareholders represented natural persons, with the Special Power of Attorney given to the natural person who represents them.
The representatives of the shareholders legal entities will prove their capacity as follows:

  • Legal representative – based on an official document proving this capacity (eg.: articles of incorporation, extract/ confirmation of company details issued by the Trade Register of another proof issued by a competent authority), if this does not result from the Shareholder Register held by the Central Depository (for example there were changes which could not be brought to the knowledge of the Central Depository, thus, not being operated in the Shareholder Register, too);
  • The person to whom the competence of representation was appointed – apart from the above-mentioned document (which proves the capacity of legal representative of the person signing the power of attorney), will also show the Special Power of Attorney signed by the legal representative of that legal entity.

The representatives of the natural persons, and the representatives of the legal entities will be identified based on the identity document (identity card for the Romanian citizens or, if applicable, passport/ residence card for the foreign citizens).

Starting with 01st May 2022, at 16.00 p.m., there can be downloaded from the Company’s website www.urbgroup.com, or can be studies or obtained, on request, every working day, between 13.00 p.m.-14.00 p.m., from the headquarters of the Company, by fax or mail, the following documents:

  • Notice to attend the General Meeting
  • Special Power of Attorney Forms for the representation of the shareholders in the General Meeting of Shareholders
  • Documents and information materials referring to the issues/ aspects included in the agenda and the vote procedure
  • Draft Decisions for the General Meeting.

After the completion and the signing, in three copies, of the Special Power of Attorney for the representation of shareholders in the General Meeting and/ or, the forms which are to be made available by the Company according to the above-mentioned, an original of the Special Power of Attorney, if applicable, will be submitted/ sent, in order to be registered at the headquarters of the Company at least 48 hours before the General Meeting of Shareholders.

The Special Power of Attorney can be assigned also by e-mail with extended electronic signature incorporated, according to the Law no. 455/2001 regarding electronic signature, so as to be registered at the Company at least 48 hours before the General Meeting of Shareholders, to the address [email protected], mentioning at subject FOR THE ORDINARY GENERAL MEETING ON 31st May/ 01st June 2022.

The shareholders, representing individually or together, at least 5% of the corporate funds of the Company, have the right, under the law, to introduce new points on the agenda, on condition that each point to be accompanied by an explanation or a draft decision proposed for adoption by the general meeting and also to make proposals of decisions for the points introduced or proposed to be included in the agenda.  

 The shareholders who want to make proposals for the vacant positions from the Board of Directors, if appropriate, the auditors will make a request where will be included information regarding the name, the place of residence and the professional qualification of the people proposed for those positions.

The requests/ proposals can be sent by registered letter with acknowledgement of receipt/ courier service, in envelope, so that to be registered at the headquarters of the office within 15 days from the publication of the notice to attend, mentioning on the envelope FOR THE ORDINARY GENERAL MEETING ON 31st May/ 01st June 2022.

The revised agenda will be published, if appropriate, according to the legal provisions on  173th May 2022.

Any interested shareholder has the right to address the Board of Directors questions referring to the points on the agenda, under the law, the answers will be responsible on the Company’s website www.urbgroup.com or within the General Meeting of Shareholders. For a good organization of GMS and to answer the shareholders, the questions could be addressed at least 2 days before the date of the meeting.

On the date of the notice to attend, corporate funds of the Company is of  110.312.642 RON lei and it is made up of 40.113.688 registered, dematerialized shares, with a nominal value of 2,75 lei, each share giving right to vote in the General Meeting of Shareholders.

Additional information can be obtained from the Legal Department between 13.00 p.m.-14.00 p.m., on the telephone 0235411120 extension 106, and from the website of the Company www.urbgroup.com.

 

 

    CHAIRMAN OF THE BOARD OF DIRECTORS,

           MR. EROL KAYA

>Download AGA documents and materials<

>Download answers to the questions<