AGM Information • Apr 26, 2021
AGM Information
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No.322/23.04.2021
Name of the issuing company: COMPA S.A. Sibiu Social headquarters: Sibiu, No.8, Henri Coandă Street, Postal Code 550234 Phone/fax number: +40269 237 878; + 40269 237 770 VAT no: RO 788767 Order Number in the Trade Register: J32 / 129 / 1991 Share capital: RON 21.882.103,8 Regulated market on which the issued securities are traded: Bucharest Stock Exchange – Standard Category (symbol CMP) LEI Code 315700EXV87GJDVUUA14
Below is presented the listing of important events that have occurred in connection with the company and may currently have, or will have a significant impact on the price of securities and the securities holders. Such important events, without limitation, are:
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To
Ordinary General Meeting of Shareholders resolutions as of April 22 th 2021 Extraordinary General Meeting of Shareholders resolutions as of April 22 th 2021
Board of Directors, through Chairman & CEO, Administrator &CFO, Ioan DEAC Ioan MICLEA
No. 41/22.04.2021
The Ordinary General Meeting of Shareholders (O.G.M.S.), convened by the Board of Directors of COMPA S.A. based in Sibiu str. Henri Coandă no. 8, Sibiu County, C.U.I RO788767, J 32/129/1991, met at the headquarters of the company from Sibiu, str. Henri Coandă no. 8, Jud. Sibiu, on 22.04.2021, starting with 1500 p.m. in compliance with the legal provisions.
The works took place at the first convocation, at the company's headquarters, the conditions of publicity and quorum being met.
The Ordinary General Meeting of Shareholders was convened according to the legal provisions. The convening notice was published in the Bursa newspaper from 12.03.2021, the Tribuna newspaper from 12.03.2021, in the Romanian Official Gazette part IV of Nr. 1054 / 15.03.2021, on the website of the company www.compa.ro on 15.03.2021, at the Bucharest Stock Exchange on the website www.bvb.ro on 08.03.2021 and at the Financial Supervisory Authority on the website www.asfromania.ro on 09.03.2021.
Out of a total number of 7253 shareholders at the reference date, at the meeting participated personally/ by correspondence a number of 20 shareholders holding a number of 118,705,236 representing 54,2476% of the share capital and 55,8841% of the total number of shares with voting rights in the share capital of COMPA SA (218,821,038 shares in the share capital of which 212,413,341 voting right shares on the reference date 12.04.2021; 6,407,697 shares are non-voting shares, being shares redeemed within the redemption program carried out by the company)
Beeing met the quorum provided for in Chapter VIII, paragraph (2) of the Articles of Association of the company and art. 112 para. 1 of Law 31/1990, namely, "the presence of shareholders holding at least a quarter of the total number of voting rights", the meeting is legally constituted, the presentation, debate and voting of the items provided in the agenda of the meeting.
After debates concerning all points set out in the agenda, the following resolutions were adopted:
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the election from among the present shareholders of Mrs. Baiaşu Voichiţa Maria as secretary of the meeting.
Art. 2.1. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the individual financial statements for 2020, elaborated in accordance with the International Standards for Financial Reporting and based on the Annual Report for the year 2020 of the Board of Directors accompanied by the report of the AUDITCONT SRL the Financial Auditor.
The individual financial situation as at 31.12.2020 is characterized by the following indicators:
Art. 2.2. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the consolidated financial statements for 2020, elaborated in accordance with the International Standards for Financial Reporting and based on the Annual Report for the year 2020 of the Board of Directors accompanied by the report of the AUDITCONT SRL the Financial Auditor.
The consolidated financial situation as at 31.12.2020 is characterized by the following indicators:
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 118.705.236 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the O.G.M.S., by open vote, approves the distribution of the net profit for the financial year 2020, in amount of 13.919.766,43 lei as follows:
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 118.705.236 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the O.G.M.S., by open vote, approves the date of June 9th .2021 as the date of payment for the payment of dividends. The payment of dividends will be made in RON. The method of payment of dividends will be notified to the shareholders before the date of starting the payment. Dividend expenses are borne by shareholders.
With 34.680.077 valid votes cast, related to a number of 34.680.077 shares, representing 15,8486 % of the share capital and 16,3266 % of total shares with voting rights in the share capital, of which 31.768.003 votes cast "for", (91,6030% from the votes cast), without votes cast "against" and of which 2.912.074 abstentions (8,3969 % from the votes cast), the O.G.M.S., by open vote, approves the discharge of administrators from their duties for year 2020.
Pursuant to art. 126 of Law 31/1990 it is not express the vote of the shareholders present at the meeting, holding 84,025,159 shares corresponding to a number of 84,025,159 votes.
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", (97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the Revenues and Expenses Budget for 2021 and the investment plan for 2021.
The O.G.M.S., by secret ballot, approves the election and appointment of the new Board of Directors of Compa S.A. consisting of 5 (five) members, for a term of 4 years, starting with 26.04.2021 as follows:
7.1. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", (97,5468 % from the votes cast), without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by secret vote, approves the election and appointment of Mr. Deac Ioan, domiciled in Sibiu, in the position of administrator for a term of 4 years, starting with 26.04.2021.
7.2. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", (97,5468 % from the votes cast), without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by secret vote, approves the election and appointment of Mr. Miclea Ioan, domiciled in Sibiu, in the position of administrator for a term of 4 years, starting with 26.04.2021.
7.3. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 111.593.991 votes cast "for", (94,0093 % from the votes cast), without votes cast "against" and of which 7.111.245 abstentions (5,9907 % from the votes cast), the O.G.M.S., by secret vote, approves the election and appointment of Mr. Balteş Nicolae, domiciled in Sibiu, in the position of administrator for a term of 4 years, starting with 26.04.2021.
7.4. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 112.626.491 votes cast "for", (94,8791 % from the votes cast), without votes cast "against" and of which 6.078.745 abstentions (5,1209 % from the votes cast), the O.G.M.S., by secret vote, approves the election and appointment of Mr. Maxim Mircea Florin, domiciled in Sibiu, in the position of administrator for a term of 4 years, starting with 26.04.2021.
7.5. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 5.212.066 votes cast "for", (4,3908 % from the votes cast), of which 17.236.705 votes cast "against" (14,5206% from the votes cast) and of which 96.256.465 abstentions (81,0886 % from the votes cast), the O.G.M.S., by secret vote, does not approves the election and appointment of Mr. Velţan Ilie-Marius in the position of administrator for a term of 4 years, starting with 26.04.2021.
7.6. With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 114.473.267 votes cast "for", (96,4349 % from the votes cast), of which 232.458 votes cast "against" (0,1958 % from the votes cast) and of which 3.999.511 abstentions (3,3693 % from the votes cast), the O.G.M.S., by secret vote, approves the election and appointment of Mr. Neacşu Vlad-Nicolae, domiciled in Afumaţi, Com Afumaţi, in the position of administrator for a term of 4 years, starting with 26.04.2021.
With 34.680.077 valid votes cast, related to a number of 34.680.077 shares, representing 15,8486 % of the share capital and 16,3266 % of total shares with voting rights in the share capital, of which 31.768.003 votes cast "for", (91,6030% from the votes cast), without votes cast "against" and of which 2.912.074 abstentions (8,3969 % from the votes cast), the O.G.M.S., by open vote, approves the remuneration of the administrators for the current year, starting from 01.05.2021, as follows: 15,000 lei gross/ month, for the chairman of the Board of Directors and 8,000 lei gross / month for the executive and non-executive directors, members of the Board of Directors.
Pursuant to art. 126 of Law 31/1990 it is not express the vote of the shareholders present at the meeting, holding 84,025,159 shares corresponding to a number of 84,025,159 votes.
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 98.073.646 votes cast "for", ( 82,6195 % from the votes cast) , of which 17.236.705 votes cast "against" (14,5206 % from the votes cast) and of which 3.394.885 abstentions (2,8599% from the votes cast), the O.G.M.S., by secret vote, approves the appointment of the external financial auditor Auditcont S.R.L. having its headquarter in Sibiu, str. Lector no. 6A, having a unique registration code 15123389, registered at the Trade Register under no. J32 / 25/2003, company authorized by the Romanian Chamber of Financial Auditors based on authorization no. 321 / 30.01.2003, in order to carry out the Statutory Audit for the year 2021.
With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves May 18th, 2021 as the Registration Date for the shareholders identification falling under the consequences of the General Ordinary Meeting of Shareholders, due to the provisions in Art.86(1), Law 24/2017 on issuers of financial instruments and market operations and approval of May 17th, 2021 as ex-date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
Art.11.1 With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the mandate of Mister Ioan Deac Chairman of the Board / CEO and Mister Ioan Miclea Member in the Board of Director/ CFO to: conclude and / or sign, on behalf of the company and / or shareholders the company General Assembly decisions, and any documents, forms and requests adopted / drawn up for the purpose or for the execution of decisions, in relation to any natural or legal person, private or public, to perform all legal formalities for registration, publicity, enforceability, execution and publication of adopted decisions.
Art.11.2 With 118.705.236 valid votes cast, related to a number of 118.705.236 shares, representing 54,2476 % of the share capital and 55,8841% of total shares with voting rights in the share capital, of which 115.793.162 votes cast "for", ( 97,5468 % from the votes cast) , without votes cast "against" and of which 2.912.074 abstentions (2,4532% from the votes cast), the O.G.M.S., by open vote, approves the empowerment of Miss Pîrvu Oana Sabina, legal adviser, to perform all legal formalities for registration, publicity and publication of adopted decisions.
No canceled votes were recorded.
Sibiu, April 22nd, 2021
Board of Directors, through Chairman & CEO, Administrator &CFO, Ioan DEAC Ioan MICLEA
No.42/22.04.2021
The Extraordinary General Meeting of Shareholders (E.G.M.S.), convened by the Board of Directors of COMPA S.A. based in Sibiu str. Henri Coandă no. 8, Sibiu County, C.U.I RO788767, J 32/129/1991, met at the headquarters of the company from Sibiu, str. Henri Coandă no. 8, Jud. Sibiu, on 22.04.2021, starting with 16 00 p.m. in compliance with the legal provisions.
The works took place at the first convocation, at the company's headquarters, the conditions of publicity and quorum being met.
The Extraordinary General Meeting of Shareholders was convened according to the legal provisions. The convening notice was published in the Bursa newspaper from 12.03.2021, the Tribuna newspaper from 12.03.2021, in the Romanian Official Gazette part IV of Nr. 1054 / 15.03.2021, on the website of the company www.compa.ro on 15.03.2021, at the Bucharest Stock Exchange on the website www.bvb.ro on 08.03.2021 and at the Financial Supervisory Authority on the website www.asfromania.ro on 09.03.2021.
Out of a total number of 7253 shareholders at the reference date, at the meeting participated personally/ by correspondence a number of 20 shareholders holding a number of 118,705,236 representing 54,2476% of the share capital and 55,8841% of the total number of shares with voting rights in the share capital of COMPA SA (218,821,038 shares in the share capital of which 212,413,341 voting right shares on the reference date 12.04.2021; 6,407,697 shares are non-voting shares, being shares redeemed within the redemption program carried out by the company)
Beeing met the quorum provided for in Chapter VIII, paragraph (2) of the Articles of Association of the company and art. 115 para. 1 of Law 31/1990, namely, "the presence of shareholders holding at least a quarter of the total number of voting rights", the meeting is legally constituted, the presentation, debate and voting of the items provided in the agenda of the meeting.
After debates concerning all points set out in the agenda, the following resolutions were adopted:
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves the election from among the present shareholders of Mrs. Baiaşu Voichiţa Maria as secretary of the meeting.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 98.540.457 votes cast "for", (85,1122 % from the votes cast) , of 17.236.705 votes cast "against" (14,8878% from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the contracting investment loans, credit lines, leasing assignment, letters of guarantee or other financial banking products, to a maximum cumulative total of 40 million euro for the year 2021 and establishing security interests related to movable and immovable property owned by the Company.
Bank accounts ING BANK Sibiu : RO60INGB0015000041108911 / RON RO09INGB0015000041100711 / EUR
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 98.540.457 votes cast "for", (85,1122 % from the votes cast) , of 17.236.705 votes cast "against" (14,8878 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the delegation of the Board of Directors by the Extraordinary General Meeting of Shareholders from de date of this decision until the next Extraordinary General Meeting in April 2022 to commit investment loans, credit lines, leasing assignments, letters of guarantee and other financial banking products, within the maximum cumulative total of 40 million euro for the year 2021 approved at point 2, as well as to constitute movable and immovable guarantees related to assets of the company's patrimony.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 98.540.457 votes cast "for", ( 85,1122 % from the votes cast) , of 17.236.705 votes cast "against" ( 14,8878 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the empowerment of the CEO and CFO of the Company when negotiating and signing of credit contracts, guarantee contracts and any other documents needed in order to comply with the decisions stipulated in paragraphs 2 and 3.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves the delegation of the Board of Directors by the General Extraordinary Meeting of Shareholders to appoint the company's legal representative of Compa S.A. in relation to the Management Authority/funding authorities and to empower the person / persons designated to sign in the name and on behalf the Company, the financing contracts for projects to be carried out starting in 2021 and onwards until the next E.G.M.S from April 2022.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves the empowerment of the Chairman of the Board of Directors of the Company to sign, in the name and on behalf of the Company, the management contracts to be concluded by the Company with the members of the Board elected in accordance with point 7 of the OGMS agenda for carrying out their activity as members of the Board of Directors, and the Vicepresident of the Board of Directors to sign the administration contract that will be concluded in the name and on behalf of the Company with the Chairman of the Board of Directors
Bank accounts ING BANK Sibiu : RO60INGB0015000041108911 / RON RO09INGB0015000041100711 / EUR
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves concluding the contract with the financial auditor appointed according to the OGMS decision no. 9/2021 for a period of one year starting from the date of this decision and mandating the General Manager and the Economic Director to sign in the name and on behalf of the Company, the contract with the financial auditor, appointed according to the decision no. 9 of the OGMS dated 22 / 23.04.2021.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 98.540.457 votes cast "for", ( 85,1122 % from the votes cast) , of 17.236.705 votes cast "against" ( 14,8878 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the amendment of the articles of association of Compa S.A. by eliminating from point VIII the General Meeting of Shareholders the attributions of the Ordinary General Meeting provided at point 1 letter. g, h, i, j, thus the amended text of point 1 of the Ordinary General Meeting will have the following content:
The Ordinary general meeting meets at least once a year, within 5 months at the end of the financial year.
The rest of the provisions from point VIII of the Articles of the Company remain unchanged.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 98.540.457 votes cast "for", ( 85,1122 % from the votes cast) , of 17.236.705 votes cast "against" ( 14,8878 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the empowerement of the Chairman of the Board of Directors to sign in the name and on behalf of the Company the additional act and the updated of the articles of association of the Company.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 97.523.957 votes cast "for", (84,2342 % from the votes cast) , of which 17.236.705 votes cast "against" ( 14,8878 % from the
votes cast) and 1.016.500 abstentions (0,8780 % from the votes cast), the E.G.M.S., by open vote, approves the establishment of a secondary office - working point at the address from Sibiu, Bd. Victoriei no. 42-44, Jud. Sbiu. for the affiliated company ARINI HOSPITALITY S.R.L., company having its registered office in Sibiu, str. Henri Coanda no. 8, Jud. Sibiu, registered at the Registry Office attached to the Sibiu Tribunal under no. J 32/77/ 19.01.2021, having a unique registration code no. 43581594. The legal representative of Arini Hospitality S.R.L. will complete the necessary formalities.
With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves May 18th, 2021 as the Registration Date for the shareholders identification falling under the consequences of the General Ordinary Meeting of Shareholders, due to the provisions in Art.86(1), Law 24/2017 on issuers of financial instruments and market operations and approval of May 17th, 2021 as ex-date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
Art. 12.1. With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves to mandate Mister Ioan Deac Chairman of the Board / CEO and Mister Ioan Miclea Member in the Board of Director/ CFO to: conclude and / or sign, on behalf of the company and / or shareholders the company General Assembly decisions, and any documents, forms and requests adopted / drawn up for the purpose or for the execution of decisions, in relation to any natural or legal person, private or public, to perform all legal formalities for registration, publicity, enforceability, execution and publication of adopted decisions.
Art. 12.2. With 115.777.162 valid votes cast, related to a number of 115.777.162 shares, representing 52,9095 % of the share capital and 54,5056 % of total shares with voting rights in the share capital, of which 115.777.162 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the E.G.M.S., by open vote, approves the empowerment of Pîrvu Oana Sabina, legal adviser, to perform all legal formalities for registration, publicity and publication of adopted decisions. No canceled votes were recorded.
Sibiu, April 22nd, 2021
Board of Directors, through Chairman & CEO, Administrator &CFO, Ioan DEAC Ioan MICLEA
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