AGM Information • Mar 11, 2022
AGM Information
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Report date: March 10th, 2022 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
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:
According to the Regulation 5/2018 on issuers and operation with securities and to the Law 24/2017 on issuers of financial instruments and market operations, shareholders and investors are informed about decision no. 35 art. 1, 2 and 3 of 10.03.2022 of the Board of Directors of COMPA S.A. by which it was unanimously decided to convene the Ordinary General Meeting and the Extraordinary General Meeting of Shareholders for the date of 28 / 29.04.2022, having the reference date of 12.04.2022.
In the link below, as well as on the website www.compa.ro, the convening notice for OGMS and EGMS is available.
Chairman Board of Directors and CEO, Ioan DEAC
Vice presiden UBoard of Directors. Toan MICLE
Registered at the Trade Register Office under NOo J32/129/1991 Fiscal code (VAT): RO 788767 Cod SICOMEX: 100555; Cod SIRUES: 0778437
Bank accounts ING BANK Sibiu: RO60INGB0015000041108911 / RON RO09INGB0015000041100711 / EUR
Bank accounts BRD suc. Sibiu: RO24 BRDE 330 SV 021 97 82 3300 / RON RO69 BRDE 330 SV 016 67 30 3300 / EUR RO18 BRDE 330 SV 017 96 70 3300 / USD
The Board of Directors of COMPA S.A., headquartered in Sibiu, No.8, Henri Coandă Street, registered at the Trade Register Office under no. J32/129/1990, sole registration code RO 788767, gathered in the meeting from March 10th 2022, according to the provisions of art. 117 of Law 31/1990 on companies, art. 92 of Law 24/2017 on issuers of financial instruments and market operations, art. 186 and 187 of FSA Regulation no. 5/2018, on issuers and operations with securities and pursuant to the Articles of association of COMPA SA, as well as the other applicable legal provisions,
for 28.04.2021, starting at 15:00 (Romanian local time) the Ordinary General Meeting of Sharehoders and for 28.04.2021, starting at 16:00 (Romanian local time) the Extraordinary General Meeting of Sharehoders, at the company's headquarters in Sibiu, 8, Henri Coanda str., Sibiu county, for all shareholders registered in the Company's Shareholders' Register kept by Central Depository S.A. at the end of the day of April 12th 2022, set as reference date for holding both OGMS and EGMS.
In case that on the aforementioned date the quorum requirements stipulated in the Law no. 31/1990 and the Company's Articles of Association are not met, it is convened and fixed according to art. 118 of the Law no.31/1990 the second Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders for April 29th 2022, at the same address, at the same hours, with the same agenda and reference date.
The election of the secretary of the meeting of the Ordinary General Meeting of Shareholders from among the present shareholders.
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.
Ratification of the decision of the Board of Directors no. 115 / 12.11.2021 art. 11 approving the $\mathbf{R}$ . 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.
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One or more shareholders representing, individually or together, at least 5% of the share capital has/have the right:
a) to introduce items on the agenda of the general meeting, provided that each item is accompanied by a justification, or a draft decision proposed for approval in the general meeting;
b) to present draft decisions for the items included or proposed to be included on the agenda of the general meeting.
The shareholders' proposals will be formulated in writing and will be sent together with the documents certifying the fulfillment of the conditions for exercising these rights:
either in the form of a handwritten signed document, in original, sent by any form of courier or deposited, at the company's headquarters located in Sibiu, Str. Henri Coandă, no. 8, Sibiu County, in a sealed envelope, with the reference written in clear script: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022"
or in the form of an electronically signed document with an extended electronic signature, according to Law no. 455/2001 on electronic signature - by e-mail - to the address $\arctan\left(\frac{\partial \text{compa}}{\partial x}\right)$ mentioning in the subject line: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022",
so as to reach the company until 01.04.2022 at 14:00 (Romanian local time), under the sanction of losing the exercise of these rights, according to the legal provisions.
If necessary, the revised agenda will be published no later than 08.04.2021, according to the legal provisions in force.
Each shareholder has the right to ask written questions on the items on the OGMS/EGMS agenda, so that they are registered with the company by 01.04.2022 at 14.00 (Romanian local time). under the sanction of losing the exercise of these rights, according to the legal provisions.
The shareholders' questions will be formulated in writing and will be sent together with the documents attesting the fulfillment of the conditions for exercising these rights:
either in the form of a handwritten signed document, in original, sent by any form of courier or deposited at the company's headquarters located in Sibiu, Str. Henri Coandă, no. 8, Sibiu county, in a sealed envelope, with the reference written in clear script: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022",
or in the form of an electronically signed document with an extended electronic signature. according to Law no. 455/2001 on the electronic signature - by e-mail - to the address [email protected] mentioning in the subject line: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022",
The company will answer the questions asked by the shareholders, having the possibility to formulate a general answer for the questions with the same content. The answers will be available, starting with 07.04.2021 at 16:00 (Romanian local time), on the company's website www.compa.ro, in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS/EGMS -2022 - Questions and Answers, in Question-Answer format.
The right to ask questions and the obligation of the company to answer will be conditioned by the assurance measures to ensure the identification of shareholders, the proper conduct and preparation of the general meeting, as well as the protection of confidentiality and commercial interests of the company.
In order to identify and prove the quality of shareholder, the persons who submit proposals or who ask questions will attach to the request the following documents issued by the Central Depository or, as the case may be, by the participants defined in art. 3 par. 1 point 43 of Law no. 126/2018, which provides custody services:
An account statement from the shareholders' register, which shows the quality of shareholder and the number of shares they own
Documents certifying the registration of the information regarding the legal representative at the Central Depository/participants defined by art. 3 par. 1 point 43 of Law no. 126/2018.
Detailed information on the exercise of shareholders' rights is available on the company's website www.compa.ro. in the section Investor Relations - General Meeting of Shareholders - General Meetings of Shareholders Meeting Organising.
The reference date is April 12th, 2022. Only persons who are currently shareholders mentioned in the register of shareholders of the company, kept by Central Depository S.A., have the right to participate and vote in the OGMS/EGMS.
Shareholders may attend general meetings in person (through legal representatives) or may be represented by other persons, according to law, or may vote by correspondence.
The access and/or voting by correspondence of the shareholders entitled to participate in the general meetings of the shareholders is allowed by the simple proof of their identity, made, in the case of individual shareholders, with the identity document (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens) and, in the case of legal entities, with the identity card of the legal representative (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens).
If the legal representative is not mentioned in the list of shareholders of the company on the reference date received from Central Depository SA, then this quality is established on the basis of a certificate issued by the trade register/any other document issued by a competent authority in the
state in which the shareholder is legally registered, which certifies their quality of representative, not older than 30 days, presented in original or certified copy.
The representatives of the individual shareholders will be identified with their identity document (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens). accompanied by the special or general power of attorney signed by the individual shareholder, if applicable.
The conventional representatives of the legal person shareholders will prove their quality with their identity document (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens), accompanied by a special or general power of attorney signed by the legal representative of the legal entity. Information on general or special powers of attorney and voting by correspondence is given below.
Documents submitted in a foreign language other than English (except for identity documents valid in Romania) will be accompanied by a translation made by a certified translator, in Romanian or in English.
Shareholders registered on the reference date in the register of shareholders of the company kept by Central Depository S.A. may attend the meetings in person or by representation, each shareholder having the right to designate any other individual or legal person as a representative to participate and vote on their behalf in meetings, in compliance with the relevant provisions.
In the case of participation by representation, the shareholder will appoint a representative by a special power of attorney drawn up according to the special power of attorney form made available to shareholders by the company, in both Romanian and English, or by a general power of attorney granted in the conditions set out below.
alternate representatives are appointed by proxy, the order in which they will exercise their mandate will also be established.
a) general powers of attorney - before the first use, in a certified copy, bearing the shareholder's signature.
b) special powers of attorney - at each OGMS, in a certified copy, bearing the signature of the shareholder.
a) copy of a valid identity card of the shareholder (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens)/copy of a valid identity card of the legal representative of the shareholder, in case of legal entity shareholders (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens);
If the legal representative is not mentioned in the list of shareholders of the company on the reference date, a certificate issued by the trade register/any other document issued by a competent authority of the state where the shareholder is legally registered, attesting their quality, will be attached, not older than 30 days, in original or certified copy.
b) copy of the valid identity document of the representative and, as the case may be, of the alternate individual person representative (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens).
In the case of the representative/alternate representative legal person, the following documents will also be sent:
a) the registration certificate for the representative/alternate representative, a certificate issued by the trade register/any other document issued by a competent authority of the State in which the representative is legally registered, attesting to their capacity as representative, not older than 30 days, in original or certified copy.
b) a copy of the identity document of the legal representative (BI/CI for Romanian citizens or, as the case may be, passport or residence card for foreign citizens) of the representative/alternate representative.
The copy of the power of attorney, completed and signed by the shareholder and accompanied by the related documents, must be sent:
either in the form of a handwritten signed document, in original, sent by any form of $\sim$ courier or deposited at the company's headquarters located in Sibiu, 8, Henri Coandă, str., Sibiu county, in a sealed envelope, with the reference written in clear script: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022",
so that they are registered with the company by 26.04.2022, at 15.00 (Romanian local time), under the sanction of losing the exercise of these rights within the OGMS/EGMS, according to the legal provisions.
Special provisions on special power of attorney
The special power of attorney is valid only for the OGMS / EGMS for which it was requested.
If they opt for the use of the special power of attorney, the shareholder must:
The general power of attorney is valid only if:
Shareholders may not be represented in the OGMS/EGMS on the basis of a general power of attorney by a person who is in a conflict of interest which may arise in particular in one of the following cases:
The general power of attorney will be valid, without other additional documents regarding the respective shareholder, if it is signed by the respective shareholder and is accompanied by a solemn declaration, in original, signed and, if necessary, sealed, given by the legal representative of the intermediary or the lawyer who has received the proxy by general power of attorney, showing that: i) the power of attorney is granted by the respective shareholder, as a client, to the intermediary or, as the case may be, to the lawyer; and
ii) the general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, if applicable.
The general power of attorney ceases under the provisions of art. 202 par. (2) of the FSA Regulation no. 5/2018.
If a shareholder is represented by a credit institution providing custody services, they will be able to vote in the OGMS/EGMS on the basis of voting instructions received by electronic means of communication, at the address indicated in the convening notice, without the shareholder having to draw up a special or general power of attorney. The custodian votes in the OGMS/EGMS exclusively according to and within the limits of the instructions received from their clients who are shareholders at the reference date.
The credit institution may participate and vote in the OGMS/EGMS provided that they submit a solemn statement, signed by the legal representative, stating:
a) the name of the shareholder in whose name the credit institution participates and votes in the OGMS/EGMS, in clear script.
b) the credit institution provides custody services for the respective shareholder.
The declaration must be submitted to the company, in original, signed and, as the case may be, sealed, 48 hours before the OGMS/EGMS, without fulfilling other formalities related to its form, as follows:
so that they are registered with the company by 26.04.2022, at 15.00 (Romanian local time), under the sanction of losing the exercise of these rights within the OGMS/EGMS, according to the legal provisions.
In this case, the company will not request other documents related to the identification of the shareholder.
The Company's shareholders registered on the reference date in the shareholders' register, kept by Central Depository SA, have the opportunity to vote by correspondence using the voting form by correspondence vote made available to shareholders by the Company, both in Romanian and in English on the company's website www.compa.ro, in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS/EGMS - 2022, available starting with 28.03.2022. In the event that the OGMS / EGMS agenda is revised, the company will make available the updated mail voting form, starting with 11.04.2022.
Correspondence voting may be cast by a representative only if:
a) they have received from the represented shareholder a special/general power of attorney to be submitted to the company at least 48 hours before the start of the OGMS/EGMS meeting in the first convening; or
b) the representative is a credit institution that provides custody services, under the provisions of art. 92 par. (11) of Law 24/2017.
In case the shareholder who has expressed their vote by correspondence participates in person/through a representative at the OGMS/EGMS, only the vote expressed personally/through a representative will be considered.
If the person representing the shareholder by personal participation in the OGMS/EGMS is other than the one who expressed the vote by correspondence, then for the validity of their vote they must present to the meeting secretary a written revocation of the correspondence vote form signed by the shareholder or the representative who expressed the vote by correspondence. This is not necessary if the shareholder or their legal representative is present at the OGMS/EGMS.
The correspondence voting form completed and signed by the shareholder and accompanied by the related documents, will be sent to the company until 26.04.2022, at 15.00 (Romanian local time), as follows:
[email protected], mentioning in the subject line: "FOR COMPA SA OGMS/EGMS OF 28/29.04.2022".
The correspondence voting form and the power of attorney regarding the item 8 on the OGMS agenda, completed by the shareholders with the voting options, signed by them, will be sent, so that they reaches the company until 26.04.2022, at 15.00 (Romanian local time), as follows:
The draft decisions, the documents to be presented to the general meeting, the comments of the company's competent bodies on the agenda items, can be consulted at the company's headquarters, every working day, between 8.00 and 16.00 and on the company's website www.compa.ro in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS/EGMS 2022, being available in Romanian and English, starting with 28.03.2022.
Draft decisions proposed by shareholders will be added to the company's website as soon as possible after their receipt by the company.
The following documents and information will be published and can be obtained from the company's website www.compa.ro, in Romanian and English, in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS / EGMS 2022, starting with 28.03.2022:
If the proposals for the agenda come from the entitled shareholders, the draft decisions or comments provided by the respective shareholders will be published, as soon as possible, after their receipt by the company;
The documents mentioned above will be available and can be obtained also at the company's headquarters located in Sibiu, str. Henri Coandă, no. 8, Sibiu, starting with 28.03.2022.
If the special power of attorney forms and correspondence voting forms cannot be published on the company's website, for technical reasons, the company will indicate on its website www.compa.ro, the manner in which they can be obtained on paper, and will send the forms free of charge, by postal service, to each of the shareholders who submit a request to this effect.
Detailed information on the exercise of shareholders' rights, as well as on the organization and proceedings of the OGMS/EGMS of 28/29.04.2022 are available on the company's website $\frac{www.compa.co}{mpa.co}$ in the section Investor Relations - General Meeting of Shareholders – General Meeting of Shareholders Organization.
Additional information can be obtained, on working days, between 8:00 and 16:00, at the company's headquarters, or at telephone no. 0269 237 878.
Chairman and CEO, Ioan DEAC
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