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Convocation AGA 27 may or 25 june 2021
HOME > Convocation AGA 27 may or 25 june 2021

Convocation AGA 27 may or 25 june 2021

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 27th May 2021 at 02.00 p.m., 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 17th May 2021, 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 25th June 2021, at 02.00 p.m.  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 01.01.2020-31.12.2020;

2. It is brought to discussion and approval the Report of the Financial Audit for the fiscal year 01.01.2020-31.12.2020;

3. There are brought to discussion and approval the annual financial situations of RULMENTI S.A. BARLAD, for the fiscal year 01.01.2020-31.12.2020 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 2020, based on the presented reports;

5. It is brought to discussion and approval the revenue and expenditure budget for the year 2021;

6. It is brought to discussion and approval the investments program for the year 2021;

 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 date of this decision, under the same contractual conditions as those of the contract in force.

 8. It is brought to discussion and approval the election of the board members for the vacant administrator positions or which will become vacant starting with 31st of May 2021. The Board of Directors advances for the administration position for the vacant positions, the current members of the Board of Directors, namely Mr. Ali Riza Alaboyun and Mr. Osman Elvan for a new mandate of 4 years, starting with the date of approval of the decision, or, if applicable, 31st of May 2021. It is proposed to maintain the current amount of the director’s remuneration, namely 1500 Euros per month.

9. It is brought 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 26th April 2021, at 04.00 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 01.00 p.m.-02.00 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 27th May/ 25th June 2021.

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 27th May/ 25th June 2021.

The revised agenda will be published, if appropriate, according to the legal provisions on  13th May 2021.

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 01.00 p.m.-02.00 p.m., on the telephone 0235411120 extension 106, and from the website of the Company www.urbgroup.com.

 

Addendum to the CONVOCATION to

Sharedolers’ Ordinary General Meeting of

The Company RULMENTI S.A. on May 27  / June 25, 2021

 The Board of Directors of the Company RULMENTI S.A, with offices in the town Barlad, 320 Republicii Street, Vaslui County, VAT registration code RO 2808089, registered by the Commerce Registry at no.J37/8/1991, following the requests registered with no.1041 and  1058 on 05.05.2021 of the shareholders Evergent Investments  SA (ex- SIF Moldova) and Bera Holding AS, according to the legal provisions of art.117 index 1 of Law no.31/1990 republished, with subsequent amendments, in relation to the object of part 8 of the Convocation, hereby completes the Agenda of the Convocation for the Ordinary General Meeting of Shareholders on May 27 / June 25, 2021, 14.00 hours, published in the Official Journal of Romania, Part IV, no.1689 /23.04.2021, in the local newspaper (according to art.117 comma 3 of Law no.31/1990), „Vremea Noua”, no.634 (6234 ) /26.04.2021, in the newspaper „Bursa” no. 81 /  26.04.2021, as follows:

  10. It is submitted for discussion and election for the position of member of the Board of Directors of Rulmenti SA, for the vacant positions, at the proposal of the shareholder Evergent Investments SA:

•     the company CASA S.A, represented by Mr Daniel Constantin Apostica   

  11.  It is submitted for discussion and approval, at the proposal of the shareholder Bera Holding AS that the Sharedolers’ Ordinary General Meeting should determine the duration of the mandate granted to the people elected as a member of the Board of Directors of Rulmenti SA from the following alternatives:

•        4 years after election date, or

•        from election date to August 31, 2022.

 

Therefore, the revised Agenda of the Ordinary General Meeting of Shareholders on May 27 / June 25, 2021,  will be the following:

 

 1.  It is submitted for discussion and approval the Report of the Administration Council for the financial year 01.01.2020-31.12.2020;

 2.  It is submitted for discussion and approval the Report of the financial auditor  for the financial year 01.01.2020-31.12.2020;

 3. It is submitted for discussion and approval the annual financial statements of the company RULMENTI S.A. BARLAD for the financial year 01.01.2020-31.12.2020 consisting in:

  • Balance sheet (code 10);
  • Profit and loss account (code 20);
  • Changes in equity;
  • Cash flow;
  • Explanatory Notes to the annual financial statements;

4. It is submitted for discussion and approval the discharge of the Directors of the Company for the activity carried out for the financial year for the fiscal year 2020, based on the presented reports;

5. It is submitted for discussion and approval the budget for revenues and expenses for the year 2021;

6. It is submitted for discussion and approval the investment programme for the year 2021;

7. It is submitted for discussion and approval the appointment of the financial auditor, the establishment of the term of office and his/ her remuneration (it is proposed 1 year from the date of appointment). In this regard, it is proposed to extend the mandate of the contract with the audit company Audit Expertcont S.R.L. Bârlad from the date of this decision, under the same contractual conditions as those of the contract in force.

8.  It is submitted for discussion and approval the election of the members of the Board of Directors for Director positions that are vacant now or that will be declared vacant  starting with May 31, 2021. The Board of Directors proposes for the mandate of Director for the vacant positions the current members of the Board of Directors, respectively

 Mr Ali Riza Alaboyun and Mr Osman Elvan for a new mandate of 4 years, staring with the decision approval date, or, as the case may be, on May 31, 2021. It is proposed to maintain the current amount of the Directors’ wages, namely 1,500 euros per month.

 9. It 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 the picking up of the request for mentions from the Trade Register Office.

10. It is submitted for discussion and election for the position of member of the board of directors of Rulmenti SA, for the vacant positions, at the proposal of the shareholder Evergent Investments SA:

•      the company CASA S.A, represented by Mr Daniel Constantin Apostica   

11.  It is submitted for discussion and approval, at the proposal of the shareholder Bera Holding AS that the Sharedolers’ Ordinary General Meeting should determine the duration of the mandate granted to the people elected as a member of the Board of Directors of Rulmenti SA from the following alternatives:

•      4 years after election date, or

•      from election date to August 31, 2022.

 

 

    CHAIRMAN OF THE BOARD OF DIRECTORS,

           MR. ALI RIZA ALABOYUN

 

>Download AGA documents and materials<

Note:

The ballots and proxies for the OGMS May 27 / June 25, 2021 were updated according to the completion of the call at the request of the shareholders.
Please note that, in order to maintain the secrecy of the vote, the agenda was divided between 2 ballot papers / proxies. Please complete and submit both.
If you choose to send electronically signed ballots / proxies by email, as an additional precaution, please notify us by phone at: 0747292733.