AGM Information • Mar 10, 2025
AGM Information
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The Board of Directors of COMPA S.A., headquartered in Sibiu, No.8, Henri Coandă Street, registered at the Trade Register Office under no. J1991000129321, sole registration code RO 788767, gathered in the meeting from March 7 th 2025, according to the provisions of art. 117 of Law 31/1990 on companies, 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 24.04.2025, starting at 15:00 (Romanian local time) the Ordinary General Meeting of Sharehoders and for 24.04.2025, 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 9 th 2025, 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 25 th 2025, at the same address, at the same hours, with the same agenda and reference date.

The individual annual financial statements and consolidated financial statements prepared in accordance with International Financial Reporting Standards, for the fiscal year 2024, accompanied by the Financial Auditor's Report.
The individual and consolidated sustainability report prepared in accordance with the European Sustainability Reporting Standards for the financial year 2024, accompanied by the Financial Auditor's Assurance.
3. Approval of the proposal of the Board of Directors for the distribution of the net profit for the financial year 2024, in the amount of 3.324.462 lei as follows:
7.a. Renewal of the mandate as member of the Board of Mr. Deac Ioan, domiciled in Sibiu, for a period of 4 years, starting April 28, 2025.
7.b. Renewal of the as member of the Board of Mrs. Dumitrescu Mihaela, domiciled in Sibiu, for a period of 4 years, starting April 28, 2025.
7.c. Renewal of the mandate as member of the Board of Mr. Balteș Nicolae, residing in Sibiu, for a period of 4 years, starting April 28, 2025.

7.d. Renewal of the mandate as member of the Board of Mr. Neacșu Vlad - Nicolae, residing in Afumați village, Afumați Commune, for a period of 4 years, starting April 28, 2025.
7.e. Election and appointment of Mr. Băiașu Dan - Nicolae, domiciled in Sibiu, as member of the Board for a term of 4 years, starting April 28, 2025.
The list containing information regarding the name, place of residence and professional qualification of the persons proposed for the position of administrator will be available to the shareholders, as the applications are submitted, at the company's headquarters and on its website www.compa.ro , which may be consulted and completed by them.

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.

liquidation of this company, the division of assets, the appointment of liquidator, as well as other documents necessary for the dissolution/liquidation.
10. Approval of the amendment of the articles of Incorporation of Compa S.A. by adding to pct. IX subitem 16 of the possibility according to which the Chairman of the Board of Directors of the Company may also be appointed as General Director, so that the amended text will read as follows:
(16) The Board of Directors shall delegate the management of the Company to one or more Directors, appointing one of them as General Director. The Chairman of the Board of Directors may also be appointed as General Director.
11. Restriction, unification and amendment of the object of activity of the Company, in order to align it with the CAEN codes revised edition 3, established by the Order of the National Institute of Statistics no. 377/2024 on the update of the classification of activities in the national economy, corresponding to the economic activities carried out by the Company, and amendment of the object of activity so that the updated object of activity will be as follows, and Chapter VI. Object of Activity of the Articles of Incorporation will read as follows:
293 Manufacture of parts and accessories for motor vehicles and motor vehicle engines
2932 - Manufacture of other parts and accessories for motor vehicles and engines.
Our main activity is:
293 - Manufacture of parts and accessories for motor vehicles
The main activity is:
2932 - Manufacture of other parts and accessories for motor vehicles
Secondary activities according to CAEN:


2897 - Manufacture of machinery for additive manufacturing
2899 - Manufacture of other specific machinery n.e.c.
2920 - Manufacture of bodies (coach bodies) for motor vehicles; manufacture of trailers and semitrailers



Import and export of goods and services specified in the object of activity.
(1) The Company has the right to carry out, in accordance with the applicable law, all types of commercial, financial, movable and immovable property that are considered necessary or useful for the development, development and expansion of its object of activity.
(2) The Company has the right to participate, following the decision of the General Meeting of Shareholders, in other companies having the same object of activity or having a different object of activity.
(3) Based on the decision of the General Meeting of Shareholders, the scope of activity may be extended or restricted.

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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 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:
so as to reach the company until 28.03.2025 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 02.04.2025, 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 28.03.2025 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:

in a sealed envelope, with the reference written in clear script: "FOR COMPA SA OGMS/EGMS OF 24/25.04.2025",
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 04.04.2025 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 - 2025 - 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.
Each shareholder can make proposals for the candidacy for the position of member of the Board of Directors which will contain information on the name, place of residence and professional qualification of the proposed people.
Shareholders' proposals will be formulated in writing and will be submitted 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 THE COMPA SA OGMS/EGMS OF 24/25.04.2025",
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 THE COMPA SA OGMS/EGMS OF 24/25.04.2025".
The deadline for receipt of proposals for candidates for membership of the Board of Directors is 20.03.2025 at 14:00 (Romanian local time).

The following documents will be submitted in original by the candidates proposed for the position of administrator so as to be registered at the Company's headquarters no later than 24.03.2025 at 14:00 (Romanian local time):
The forms regarding the solemn declarations will be available on the company's website www.compa.ro, in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS - 2025 – Candidates Forms for member of the Board of Directors function starting with the date of publication of the convening notice. Documents and forms submitted in other foreign language than English will be accompanied by a certified translation thereof.
The list containing information on the name, place of residence and professional qualification of the persons proposed for the position of administrators is available to shareholders, on the company's website www.compa.ro, in the section Investor Relations - General Meeting of Shareholders - Meetings - OGMS - 2025 – List Board of Directors candidates , starting with the date of publication of the convening notice, and will be updated with the proposals received until the deadline, as soon as possible.
In the situation where a significant shareholder requests, under the conditions of art. 85 of Law no. 24/2017, the introduction of an item on the agenda of a general meeting of shareholders regarding the election of the members of the board of directors by applying the method of cumulative voting, the board of directors is obliged to introduce the respective item on the agenda. The election of the members of the board of directors based on this method is mandatory, as a result of the respective request of the significant shareholder.

Significant shareholders' proposals will be formulated in writing and will be submitted 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 THE COMPA SA OGMS/EGMS OF 24/25.04.2025",
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 THE COMPA SA OGMS/EGMS OF 24/25.04.2025"
so as to reach the company until 28.03.2025 at 14:00 (Romanian local time), under the sanction of losing the exercise of these rights, according to the legal provisions.
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 9 th, 2025. 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 people, 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.

General rules on special and general power of attorney
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.
7. The shareholder will send the power of attorney, accompanied by the documents proving the identity, respectively:
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.
8. The copy of the power of attorney, completed and signed by the shareholder and accompanied by the related documents, must be sent:
so that they are registered with the company by 22.04.2025, 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.
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:
- 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, 8, Str. Henri

Coandă, Sibiu County, in a sealed envelope, with the reference written in clear script: "FOR COMPA SA OGMS/EGMS OF 24/25.04.2025",
so that they are registered with the company by 22.04.2025, 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 - 2025, available starting with 24.03.2025. In the event that the OGMS / EGMS agenda is revised, the company will make available the updated mail voting form, starting with 4.04.2025.
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 22.04.2025, at 15.00 (Romanian local time), as follows:
The correspondence voting form and the power of attorney regarding the item 7 and 9 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 22.04.2025, at 15.00 (Romanian local time), as follows:

general/special power of attorney/solemn statement (if applicable) for the other items on the OGMS/EGMS agenda and related documents, mentioning in the subject line: "FOR COMPA SA OGMS/EGMS OF 24/25.04.2025"
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 2025, being available in Romanian and English, starting with 24.03.2025.
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
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 24.03.2025.

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 24/25.04.2025 are available on the company's website www.compa.ro 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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