Compa : Current Report – Convening notice EGMS January 14, 2020

Nr. 1550 / December 5, 2019

To

FINANCIAL SUPERVISORY AUTHORITY	- Financial Instruments and Investments Sector
BUCHAREST STOCK EXCHANGE	- Regulated market

CURRENT REPORT

According to FSA Regulation no. 5/2018 on issuers and operations with securities

Report date:	December 5, 2019
Name of the issuing company:	COMPA S.A. Sibiu
Social headquarters:	Sibiu, No.8, Henri Coandă Street, Postal Code 550234
Phone/fax number:	[phone]; + 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

IMPORTANT EVENTS TO BE REPORTED

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:

…

1. Other events

According to the FSA Regulation 5/2018 on issuers and operation with securities and to the Law 24/2017 on issuers of financial instruments and market operations, we inform you that on December 5, 2019 the Board of Administrators of COMPA S.A., decides the convocation EGMS for January 14, 2020.

Please find attached the Decision of the Board of Administrators and the Convening Notice.

Registered at the Trade Register Office under NOo J 32/129/1991

Fiscal code (VAT): RO 788767

Cod SICOMEX: 100555; Cod SIRUES: 0778437

Bank accounts ING BANK Sibiu:	Bank accounts BRD suc. Sibiu:
RO60INGB0015000041108911 / RON	RO24 BRDE 330 SV 021 97 82 3300	/ RON
RO09INGB0015000041100711 / EUR	RO69 BRDE 330 SV 016 67 30 3300	/ EUR
	RO18 BRDE 330 SV 017 96 70 3300	/ USD

COMPA 36-4-1009;A4; f;ed.n/2017

DECISION

OF THE BOARD OF DIRECTORS OF COMPA S.A. SIBIU

The Board of Directors of COMPA S.A., a joint stock company established and operating according to Romanian law, headquartered in Sibiu, No.8, Henri Coandă Street, registered at the Trade Register Office under no. J32/129/1990, sole registration code 788767, having meeting on December 5, 2019, convened by the President of the Board of Directors, according to the provisions of Law 31/1990 regarding companies and of Law 24/ 2017 on issuers of financial instruments and market operations and pursuant to the articles of association of COMPA, in the presence of all members of the Board of Directors, unanimously decide the following:

Approving the convening of the General Shareholders Meeting of COMPA S.A. for January 14, 2020 and of the second convening for January 15 2019, in case the quorum requirements are not met at the first convening, at the registered office, for both convening dates, having the agenda of the meeting included in the convening notice attached to this decision.

CONVENING NOTICE

The Board of COMPA S.A., registered with the Trade Registry Office of Sibiu Court under number J32/129/1991, Fiscal Registration Code RO 788767, postal code 550234, headquartered in Sibiu, No.8, Henri Coandă, (hereinafter referred to as the "Company" or COMPA), considering Law no. 31/1990 on trading companies, updated with modifications and additions, FSA Regulation no. 5/2018, on issuers and operations with securities, the Company's Constitutive Act, meeting on December 5, 2019 at the company's headquarters,

CONVENES

Extraordinary General Meeting of Shareholders (E.G.M.S.), for January 14, 2020, starting at 15:00 p.m., at the company headquarters, for all shareholders registered in the Company's Shareholders' Register held by Central Depository S.A. Bucharest, at the end of the day of January 06, 2020, considered Reference Date for these meetings.

In case that on the aforementioned date the validity / quorums requirements stipulated in the Law no. 31/1990 and the Company's Constitutive Act are not fulfilled, it is convened and fixed according to art. 118 of the Law no.31/1990 the second EGMS for January 14, 2020 as the case may be, at the same address, at the same hours, with the same agenda and Reference Date.

THE AGENDA - E.G.M.S.

1. Presentation and approval of the proposal of the Board of Directors of the company COMPA S.A. in participation to a setting up of a limited liability company, in accordance with the provisions of the legislation in force, as follows:

The company will be named COMPA HOSPITALITY S.R.L.

The share capital of the Company will be 50,000 lei (fifty-thousand) lei, divided into 5,000 (fifty) shares, of 10 (ten) lei each.

The associates will be:

• COMPA S.A. which will have a contribution to the share capital in the amount of 49,990 (forty -nine thousand, nine hundred ninety) lei divided into 4,999 shares (four hundred and ninety eight) shares, i.e. 99.98% of the share capital.
• BĂIAŞU DAN NICOLAE who will have a contribution to the share capital in the amount of 10 (ten) lei divided into 1 (one) share, i.e. 0.02% of the share capital.

The main object of activity of the Company will be: Hotels and other similar accommodation facilities, code CAEN 5510.

The registered office of the Company will be in Sibiu, str. Henri Coandă no. 8, Sibiu County, Romania.

Registered at the Trade Register Office under NOo J 32/129/1991

Fiscal code (VAT): RO 788767

Cod SICOMEX: 100555; Cod SIRUES: 0778437

Bank accounts ING BANK Sibiu:	Bank accounts BRD suc. Sibiu:
RO60INGB0015000041108911 / RON	RO24 BRDE 330 SV 021 97 82 3300	/ RON
RO09INGB0015000041100711 / EUR	RO69 BRDE 330 SV 016 67 30 3300	/ EUR
	RO18 BRDE 330 SV 017 96 70 3300	/ USD

COMPA 36-4-1009;A4; f;ed.n/2017

2.The empowerment of the legal representative of the company COMPA S.A., Mr. Ioan Deac - President of the Board of Directors and General Manager, to sign the Articles of Association of the Company COMPA HOSPITALITY S.R.L. , as well as any other related documents necessary to establish it.

1. Approval of the date of 31.01.2020 as the registration date for the identification of the shareholders on whom the effects of the decisions of the extraordinary meeting of the shareholders, in accordance with the provisions of art. 86 (1) of the Law no.24 / 2018 regarding the issuers of financial instruments and market operations and of the date of 30.01.2020 as ex data according to the provisions of Art.176(1) and Art.2, paragraph 2, letter l) of the ASF Regulation no.5 / 2018.
2. Empowerment of Mr. Ioan Deac - Chairman of the Board of Directors and General Manager to sign on behalf of the shareholders the decisions of the E.G.M.S as well as to delegate the competent persons who will fulfill any act or formality required by law for the registration and / or publication of the decisions of the E.G.M.S.

One or several shareholders holding individually or collectively, at least 5% of the Company's share capital, have the right, under the Law 24/2017 art.92, to introduce new items on the agenda provided that each such item is accompanied by a justification or a draft resolution proposed for approval at the general meeting and to make draft resolutions for items on the condition that each item should be included on the agenda of the General Assembly no later than December 30, 2019 hours16:00 p.m.

These will be submitted by any form of carrier against acknowledgement of receipt or by e-mail with an extended electronic signature, according to Law 455/2001 regarding the electronic signature to [e-mail] the subject "For the E.G.M.S. as of January 14, 2020"

Any shareholder, regardless of equity stakes, has the right to ask questions relating to items on the agenda, so they can be registered at the company until January 6, 2020 at 1600. The company will develop a general answer for questions addressing the same issues, which will be available on the web page starting with January 14, 2020, in a "Question / Answer" format, as well as at the hearing.

The shareholders mentioned in the previous paragraphs shall submit documents/ questions in writing, in sealed envelopes accompanied by a certified copy of the identity document of the natural person shareholder (BI/CI/Passport /residence Permit), respectively a registration certificate or another proof issued by the competent authority regarding the identity of the legal representative of the legal person shareholder to the company's headquarters with the clear mentioning in capital letters "For the E.G.M.S. as of January 14, 2020" or by e-mail with extended electronic signature according to the Law no.455 / 2001 on electronic signature, to [e-mail] the subject " For the E.G.M.S. as of January 14, 2020".

Shareholders registered in the Register of the Company's Shareholders on the reference date may attend in person or may be represented at the EGMS by their legal representatives or other persons granted a power of attorney, based on a special or general proxy or they may vote before the meeting, with the help of the voting form by mail.

The general empowerment may be granted by the issuing shareholder, under Law 24/2017. This shall be submitted to COMPA's headquarters until January 13, 2020. The empowered intermediate or attorney shall prove his/her condition of client of empowering shareholder (by general power of attorney) that will include at least the period for which the empowerment was issued.

The form General Empowerment or the Special Empowerment in Romanian or English is available at the company headquarters or can be downloaded from the company's website, www.compa.ro,starting with December 13, 2019.

The original specimen filled in and signed, accompanied by a copy of valid ID card of the shareholder (BI / CI / passport / ID card of stay, where individual shareholders, respectively, registration certificate and copy of the identity card of the legal representative for legal entity) shall be sent to the company, so that to be registered as received no later than January 13, 2020, 16:00 hours, another copy will be provided to the company before the meeting, in order to prove its quality as representative at the meeting.

Registered at the Trade Register Office under NOo J 32/129/1991

Fiscal code (VAT): RO 788767

Cod SICOMEX: 100555; Cod SIRUES: 0778437

Bank accounts ING BANK Sibiu:	Bank accounts BRD suc. Sibiu:
RO60INGB0015000041108911 / RON	RO24 BRDE 330 SV 021 97 82 3300	/ RON
RO09INGB0015000041100711 / EUR	RO69 BRDE 330 SV 016 67 30 3300	/ EUR
	RO18 BRDE 330 SV 017 96 70 3300	/ USD

COMPA 36-4-1009;A4; f;ed.n/2017

The General Empowerment or the Special Empowerment will be accompanied by ID cards of shareholders and can be sent also by e-mail with an extended electronic signature, according to the Law no.455/ 2001 on electronic signature until January 13, 2020 16:00 hours to [e-mail].

The company's shareholders have the opportunity to vote by mail before the meeting, by using the form for The Correspondence Voting Bulletin in Romanian or English. Forms are available at the company's headquarters or can be downloaded from the company's website, as of December 13, 2019.

If new items or resolutions will be added on the agenda, the forms will be updated and made available as of January 06, 2020, both at the company's headquarters and on the company's website www.compa.ro

The Correspondence Voting Bulletin filled in and signed accompanied by a copy of valid ID card of the shareholder (BI / CI / passport / ID card of stay, where individual shareholders, respectively, registration certificate and copy of the identity card of the legal representative for legal entity) shall be sent to the company, so that to be registered as received no later than January 10, 2020, 16:00 hours.

Applications received after the date and time announced, will not be counted towards the quorum.

Voting option can be expressed by e-mail to [e-mail] extended electronic signature, according to the Law no.455 / 2001 on electronic signature until January 13, 2020 - 16:00 hours mentioning in the subject line "For the E.G.M.S. as of January 14, 2020".

Draft decisions and documents to be debated in the EGMS are available at the company's headquarters every working day or on the company's website www.compa.roin the Investor Relations / General Meeting of Shareholders section as of December 13, 2019.

Additional information may be obtained on any working day, between 08:00 - 16:00, at the company's headquarters, telephone [phone].

Chairman & CEO,

Ioan DEAC

Registered at the Trade Register Office under NOo J 32/129/1991

Fiscal code (VAT): RO 788767

Cod SICOMEX: 100555; Cod SIRUES: 0778437

Bank accounts ING BANK Sibiu:	Bank accounts BRD suc. Sibiu:
RO60INGB0015000041108911 / RON	RO24 BRDE 330 SV 021 97 82 3300	/ RON
RO09INGB0015000041100711 / EUR	RO69 BRDE 330 SV 016 67 30 3300	/ EUR
	RO18 BRDE 330 SV 017 96 70 3300	/ USD

COMPA 36-4-1009;A4; f;ed.n/2017