Convocation AGOA 30 or 31 August

NOTICE TO ATTEND

The Board of Directors of “RULMENTI” S.A., with headquarters in Barlad, 320 Republicii Street, Vaslui County, Tax Identification Code RO 2808089, Registration no. at Trade Register J37/8/1991 (hereinafter referred to as “the Company”), according to Decision No.  237/28^th.07.2022, under Law no. 31/1990 regarding the companies, republished, with subsequent amendments and completions (“Law no.  31/1990″)  and the Articles of Incorporation of the Company,

                                                     CONVENES:

The Ordinary General Meeting of Shareholders, at the company’s headquarters in Barlad municipality, 320 Republicii Street, in the meeting room of the administrative building, on 30^th August 2022 at 11.00, for all shareholders registered in the Company’s Register of Shareholders, kept by the Central Depository S.A. Bucharest, at the end of 19^th August, 2022, considered the Reference Date  for this meeting.

If the above-mentioned dates do not meet the conditions of validity / attendance quorums, it is fixed according to the art. 118 of Law no. 31/1990 the second Ordinary General Meeting of Shareholders, for 31^st August 2022, at  11.00,  in the same place and with the same agenda and the same Reference Date.

AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

is the following:

1. 1.     Are submitted for discussion and approval the consolidated financial statements of Rulmenti SA for 2021, consisting of the Consolidated Balance Sheet, consolidated profit and loss account, explanatory notes to the consolidated financial statements, the Consolidated Management Report and the Consolidated Audit Report.

1. 2.     Is submitted for discussion and approval the election of the members of the board of directors of Rulmenti SA, for the 5 positions of administrator, vacant starting with 28^th and 31^st August 2022 and 18^th September 2022. The Board of Directors proposes for the mandate of administrator for the vacant positions the current members of the Board of Directors, respectively Mr. Erol Kaya, Mr. Hasim Sahin, Mr. Mustafa Ulvi Bezirci, Mr. Osman Elvan, the company CASA S.A. (designated person – Daniel Constantin Apostica) as well as Mr. Ciubotaru Simion for a mandate of up to 4 years, with the duration starting with the date of approval of this decision, respectively of the vacancy of the position (if the vacancy is subsequent to the decision) and until 30^th August 2026. The complete list containing information on the name, place of residence and professional qualification of the persons proposed for the position of administrator is available to the shareholders both on the company’s   website and at its headquarters and can be consulted and completed under the conditions of the law.  It is proposed to maintain the current amount of remuneration of administrators, i.e. 1500 euros per month.
2. 3.     Is submitted for discussion and approval the mandate of Mr. Nelu Vasilica Maftei with the possibility of substitution in order to carry out all the legal formalities for the registration and publication of the adopted Decision, as well as for obtaining the request for mentions from the Trade Register Office.

At the General Meeting are entitled to participate and can exercise their right to vote only the shareholders registered in the Register of Shareholders of the Company on the Reference Date, according to the legal provisions and the Articles of Incorporation, personally (or through the legal representatives) or through the representative, based on the Special Power of Attorney.

The access of the shareholders entitled to participate in the General Meeting and/or the vote by correspondence is allowed by simply proving their identity, made, in the case of shareholders who are natural persons, with the identity card (identity card / identity card for Romanian citizens or, as the case may be, passport / residence card for foreign citizens) or, in the case of legal entities and shareholders represented individuals,  with the special power of attorney given to the individual who represents them.

The representatives of the shareholders who are legal persons will prove their quality as follows:

• legal representative – based on an official document certifying this quality (e.g.: articles of incorporation, extract / confirmation of company’s details issued by the Trade Register or other proof issued by a competent authority), if it does not result from the Register of Shareholders kept by the Central Depository (e.g. there were changes that were not brought to the attention of the Central Depository, thus not being operated in the Shareholders’ Register);
• the person to whom the competence of representation was delegated – in addition to the aforementioned document (which attests the quality of legal representative of the person signing the delegation), shall also present the Special Power of Attorney signed by the legal representative of the respective legal entity.

The representatives of individuals, as well as the representatives of legal entities will be identified based on the identity document (identity card / identity card for Romanian citizens or, as the case may be, passport / residence card for foreign citizens).

Starting with 30^th July 2022,  the following documents can be downloaded from the company’s website www.urbgroup.com, or can be studied or obtained, upon request, every working day, between 13.00-14.00, from the Company’s headquarters, by fax or mail:

• Notice to Attend the General Meeting of Shareholders.
• Special Power of Attorney Forms for the representation of the shareholders in the General Meeting of Shareholders.
• Vote-by-mail ballot forms.
• Documents and informative materials related to the issues/issues included on the agenda.
• List of information on the name, place of residence and professional qualification of the persons proposed for the position of administrator.
• Instructions for exercising the right to vote.
• Draft OGMS decisions.

After completing and signing, in three copies, the Special Power of Attorney for the representation of shareholders in the General Meetings and/or, as the case may be, of the Vote-by-mail ballot forms, that will be made available by the Company according to the above-mentioned, an original copy of the  Special Power of Attorney/Vote-by-mail ballot forms, as the case may be, it will be submitted / sent, so that it is registered at the Company’s headquarters at least 48 hours before the General Meeting of Shareholders is held.

The special power of attorney/ Vote-by-mail ballot forms may also be sent by e-mail with the extended electronic signature incorporated, according to law no. 455/2001 on electronic signature, so as to be registered with the Company at least 48 hours before holding the General Meeting of Shareholders, at the address [email protected], mentioning the refference FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 30^th/31^st August 2022.

The shareholders representing, individually or together, at least 5% of the company’s share capital, have the right, under the law, to introduce new items on the agenda, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general meeting, as well as to make proposals for decisions for the items included or proposed to be included on the agenda.  Shareholders wishing to make proposals for applications for administrators and auditors will submit a request that will include information on the name, place of residence and professional qualification of the persons proposed for the respective positions.

The requests/proposals will be sent by registered letter with acknowledgment of receipt/ courier, in an envelope, so that they are registered at the Company’s headquarters within 15 days from the publication of the convocation, mentioning on the envelope FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 30^th /31^st  August 2022.

The revised agenda will be published, if necessary, according to the legal provisions, at least 10 days before the meeting of the  ordinary general meeting.

Any interested shareholder has the right to address to the Board of Directors questions regarding the items on the agenda, under the law, the answers will be available on the website of the company www.urbgroup.com or during the General Meeting of Shareholders. For the good organization of the General Meeting of Shareholders and in order to be able to answer the shareholders, the questions should be addressed at least 2 days before the date of holding the meeting.

On the date of the notice to attend, the share capital of the Company is 110,312,642.00 lei and consists of 40,113,688 nominative, dematerialized shares, with a nominal value of 2.75 lei, each share giving the right to a vote in the General Meeting of Shareholders.

Additional information can be obtained at the Legal Department between 13.00-14.00, by phone 0235411120 int.  106, as well as from the website of the Company, www.urbgroup.com

     CHAIRMAN OF THE BOARD OF DIRECTORS,

           DL. EROL KAYA