AGM Information • Apr 29, 2022
AGM Information
Open in ViewerOpens in native device viewer
To
__________________________________________________________________________________________
Report data: April 28th 2022 Name of the issuing entity: COMPA S.A. Social headquarters: Sibiu, No.8, Henri Coandă Street, Postal code 550234, Sibiu County Phone/fax number: +40269 237 878/ +40269 212 204 VAT code: RO788767 Registration number in the Trade Registry: J32 / 129 / 1991 Subscribed and paid share capital: 21.882.103,8 RON Regulated Market on which the issued securities are traded: Bucharest Stock Exchange, Standard Category, symbol CMP Cod LEI 315700EXV87GJDVUUA14
Listing of important events that have occurred in connection with the company and may have, currently have or will have a significant impact on the price of securities or on securities holders.
__________________________________________________________________________________________
Such important events, without limitation, are:
...
e) OTHER EVENTS
Resolution of the Ordinary General Meeting of Shareholders from 28.04.2022 Resolution of the Extraordinary General Meeting of Shareholders from 28.04.2022
Ioan DEAC Ioan MICLEA
Chairman & CEO, Member of the Board
The Ordinary General Meeting of Shareholders (OGMS) convened by the Board of Directors of COMPA S.A. Sibiu, assembled on April 28 2022 at 15.00 (Romanian Local Time) in accordance with the law in force.
The work took place during the first convocation at the company's headquarters, fulfilling all publicity and quorum conditions of. Thus, at the meeting participated in person / through a representative / by correspondence a number of 12 shareholders, having a number of 112.033.916 shares from the share capital, representing 51,1989 % form total number of shares and 52,7673 % from the total number of shares with voting rights of the share capital of COMPA S.A. (218,821,038 shares in the share capital of which 212.316.885 voting shares; 6.504.135 Shares are shares without voting rights, being shares repurchased by COMPA SA according to the Buy back program).
Having met the quorum provided for in Chapter VIII, paragraph (2) of the Articles of Association of the company, namely, "the presence of shareholders holding at least a quarter of the total number of voting rights", the meeting is legally constituted and it goes on with the presentation, debate and voting of the items provided in the completed agenda of the meeting, as announced in the call published in the Bursa newspaper from 16.03.2022 and 22.03.2022, in the Tribuna newspaper from 16.03.2022 and 24.03.2022, in the Official Gazette part IV of Nr. 1071/14.03.2022 and nr. 1164/21.03.2022, on the company's website www.compa.ro on 18.03.3022 and 23.03.2022, on www.bvb.ro site on 11.03.2022 and 16.03.2022 and on www.asfromania.ro on 11.03.2022 and 16.03.2022.
After debates concerning all points set out in the agenda, the following resolutions were adopted:
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 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 election from among the present shareholders of Mrs. Baiasu Voichita Maria as secretary of the meeting.
Art. 2.1. With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 111.795.096 votes cast "for", (99,7868 % from the votes cast), and 238.820 votes cast "against" (0,2132% from the votes cast) and without abstentions, the O.G.M.S., by open vote, approves the individual financial statements for 2021, elaborated in accordance with the International Standards for Financial Reporting and based on the Annual Report for the year 2021 of the Board of Directors accompanied by the report of the AUDITCONT SRL the Financial Auditor.
Art. 2.2. With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 111.795.096 votes cast "for", (99,7868 % from the votes cast), and 238.820 votes cast "against" (0,2132% from the votes cast) and without abstentions, the O.G.M.S., by open vote, approves the consolidated financial statements for 2021, elaborated in accordance with the International Standards for Financial Reporting and based on the Annual Report for the year 2021 of the Board of Directors accompanied by the report of the AUDITCONT SRL the Financial Auditor.
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 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 2021, in amount of 15.058.967,18 lei as follows:
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 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 14th, 2022, 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 28.008.757 valid votes cast, related to a number of 28.008.757 shares, representing 12,7998 % of the share capital and 13,1920 % of total shares with voting rights in the share capital, of which 28.008.757 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 discharge of administrators from their duties for year 2021.
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 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 111.795.096 votes cast "for", (99,7868 % from the votes cast), and 238.820 votes cast "against" (0,2132% from the votes cast) and without abstentions, the O.G.M.S., by open vote, approves the Revenues and Expenses Budget for 2022 and the investment plan for 2022.
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 94.558.391 votes cast "for", (84,4016 % from the votes cast), and 17.475.525 votes cast "against" (15,5984% from the votes cast) and without abstentions, the O.G.M.S., by open vote, approves the remuneration of the administrators for the current year, starting from 01.05.2022, 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.
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 93.037.319 votes cast "for", (84,1869 % from the votes cast), and 17.475.525 votes cast "against" (15,8131% from the votes cast) and without abstentions, the O.G.M.S., by open 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 2022.
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 94.558.391 votes cast "for", (84,4016 % from the votes cast), and 17.475.525 votes cast "against" (15,5984% from the votes cast) and without abstentions, the O.G.M.S., by open vote, approves the remuneration report of the company's management prepared for the financial year 2021.
With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 votes cast "for", (100 % from the votes cast), without votes cast "against" and without abstentions, the O.G.M.S., by open vote, approves May 20th, 2022 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 19th, 2022 as ex-date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
Conturi bancare ING BANK suc. Sibiu: RO60INGB0015000041108911 / RON RO09INGB0015000041100711 / EUR
Art.11.1 With 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 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 mandate Mister Ioan Deac Chairman of the Board / CEO and Mister Ioan Miclea Member Vicepresident in the Board of Director 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 112.033.916 valid votes cast, related to a number of 112.033.916 shares, representing 51,1988 % of the share capital and 52,7673 % of total shares with voting rights in the share capital, of which 112.033.916 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 empowerment of Miss Pîrvu Sabina Oana– legal councilor of the company to perform all legal formalities for registration, publicity and publication of adopted decisions.
No canceled votes were recorded.
Sibiu, April 28 th , 2022
Board of Directors, through Ioan DEAC Ioan MICLEA
Chairman & CEO, Vicepresident Board of Directors,
The Extraordinary General Meeting of Shareholders (EGMS) convened by the Board of Directors of COMPA S.A. Sibiu, assembled on April 28 2022 at 16.00 (Romanian Local Time) in accordance with the law in force.
The work took place during the first convocation at the company's headquarters, fulfilling all publicity and quorum conditions of. Thus, at the meeting participated in person / through a representative / by correspondence a number of 10 shareholders, having a number of 110.512.916 shares from the share capital, representing 50,5038 % form total number of shares and 52,0509 % from the total number of shares with voting rights of the share capital of COMPA S.A. (218,821,038 shares in the share capital of which 212.316.885 voting shares; 6.504.135 Shares are shares without voting rights, being shares repurchased by COMPA SA according to the Buy back program).
Having met the quorum provided for in Chapter VIII, paragraph (2) of the Articles of Association of the company, namely, "the presence of shareholders holding at least a quarter of the total number of voting rights", the meeting is legally constituted and it goes on with the presentation, debate and voting of the items provided in the agenda of the meeting, as announced in the call published in the Bursa newspaper from 16.03.2022 and 22.03.2022, in the Tribuna newspaper from 16.03.2022 and 24.03.2022, in the Official Gazette part IV of Nr. 1071/14.03.2022 and nr. 1164/21.03.2022, on the company's website www.compa.ro on 18.03.3022 and 23.03.2022, on www.bvb.ro site on 11.03.2022 and 16.03.2022 and on www.asfromania.ro on 11.03.2022 and 16.03.2022.
After debates concerning all points set out in the agenda, the following resolutions were adopted:
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 110.512.844 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. Băiaşu Voichiţa Maria as secretary of the meeting.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves contracting and / or extension for the year 2022 and the year 2023 until the annual EGMS of investment loans, credit lines, leasing, letters of bank warantee, and other financial banking products, with a total cumulative ceiling of 40 EUR million and establishing security interests related to movable and immovable property owned by the Company.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves 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 2023 to commit and/or extend investment loans, credit lines, leasing assignments, letters of guarantee and other financial banking products, within the maximum cumulative total of 40 million euro approved at Art. 2, as well as to constitute movable and immovable warantees related to assets of the company's patrimony.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % 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 Art. 2 and 3.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves Delegation of the Board of Directors by the General Extraordinary Meeting of Shareholders for appointing 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 2022 and onwards until the next E.G.M.S from April 2023.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves mandating the CEO and the CFO to sign in the name and on behalf of the Company, the contract with the financial auditor, appointed according to the decision no. 8 of OGMS.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the ratification of the decision of the Board of Directors no. 115 / 12.11.2021 art. 10 approving the supplementation of the loan ceiling in the amount of 8,000,000 euros approved according to the EGMS decision no. 7 /12.11.2020 for the development by the affiliated company Arini Hospitality SRL of the Mercure Sibiu Park Arini & Ibis Styles Sibiu Park Arini Hotel Project, with the amount of 1,500,000 euros, of which the amount of 3,800,000 lei will be a short-term loan of revolving type for financing the VAT related to the investment, and the amount of 700,000 euros will supplement the investment credit in the amount of 8,000,000 euros.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the ratification of the decision of the Board of Directors no. 115 / 12.11.2021 art. 11 approving the waranting of the additional loan amounting to 1,500,000 euros to be contracted by Arini Hospitality SRL with movable and immovable property from the patrimony of the affiliated company Arini Hospitality SRL, including the real estate registered in the Sibiu land book no. 131805.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the ratification of the decision of the Board of Directors no. 115 / 12.11.2021 art. 12 approving the waranting by Compa SA, of the additional loan amounting to 1,500,000 euros that will be contracted by Arini Hospitality SRL, either as a warantor or as a co-debtor, in case the financing banks will request this.
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 93.276.211 votes cast "for", (84,4030 % from the votes cast), with 17.236.705 votes cast "against" (15,5970 % from the votes cast) and without abstentions, the E.G.M.S., by open vote, approves the ratification of the decision of the Board of Directors no. 115 / 12.11.2021 art. 13 approving the warantee of the loan that will be contracted by Arini Hospitality SRL for the financing of the state aid, approved according to the EGMS decision no. 80 art. 4 / 09.09.2021, with movable and immovable property from the patrimony of the affiliated company Arini Hospitality SRL, including the real estate registered in the Sibiu land book no. 131805.
Conturi bancare ING BANK suc. Sibiu: RO60INGB0015000041108911 / RON RO09INGB0015000041100711 / EUR
With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 110.512.844 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 20th, 2022 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 19th, 2022 as ex-date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
Art. 12.1. With 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 110.512.844 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 Vicepresident in the Board of Director 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 110.512.916 valid votes cast, related to a number of 110.512.916 shares, representing 50,5038 % of the share capital and 52,0509 % of total shares with voting rights in the share capital, of which 110.512.844 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 Miss Pîrvu Sabina Oana– legal councilor of the company to perform all legal formalities for registration, publicity and publication of adopted decisions.
No canceled votes were recorded.
Sibiu, April 28th , 2022
Board of Directors, through
Chairman & CEO, Vicepresident in the Board of Directors,
Ioan DEAC Ioan MICLEA
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.