Compa : Convening notice GMS

Nr. 401 / 20.03.2017

Report date: 20.03.2017

Name of the issuing company: COMPA S.A. Sibiu

Social headquarters: Sibiu, No.8, Henri Coandă Street, Postal Code 550234

Phone/fax number: +40269 239 400; + 40269 212 204

VAT code : 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)

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 1/2006 on issuers and operation with securities and to the Capital Market Law 297/2004, we inform you that on 17/03/2017 the Board of Administrators of COMPA S.A., decides the convocation GMS for 24.04.2017.

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

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 met today, 17.03.2017, convened by the President of the Board of Directors, according to the provisions of Law 31/1990 regarding companies and of Law 297/2004 regarding capital markets 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 24.04.2017 and of the second convening for 25.04.2017, 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.

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, Regulation no. 6/2009 regarding the exercise of the certain rights of shareholders in general meetings of companies, issued by the National Securities Commission, the Company's Constitutive Act, meeting on 17.03.2017 at the company's headquarters, convenes the General Meeting of Shareholders (EGMS and OGMS), for 24.04.2017, 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 12.04.2017, 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 Extraordinary Meeting of the Shareholders for 25.04.2017, as the case may be, at the same address, at the same hours, with the same agenda and Reference Date.

1. Approval of the decision to contract investment loans, credit lines, leasing assignment and letters of guarantee to a maximum cumulative total of 30 million euro for the year 2017 and establishing security interests related to movable and immovable property owned by the company.

2. Approval of the Board of Directors delegation by the Extraordinary General Meeting of Shareholders for contracting investment loans, credit lines, leasing assignment and letters of guarantee to a maximum cumulative total of 30 million euro for the year 2017 and establishing security interests related to movable and immovable property owned by the company.

3. Empowerment legal representatives to represent 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 1 and 2.

4. Delegation of the Board of Directors by the General Extraordinary Meeting of Shareholders with regard to changing and approving the company organizational chart and partial organizational charts for the mandate period.

5. Delegation of the Board of Directors by the General Extraordinary Meeting of Shareholders for appointing the company's legal representative in relation to the Management Authority and to empower the person / persons designated to sign the financing contracts for projects to be carried out starting in 2017.

6. Dissolution and liquidation of company COMPA EXPEDITII INTERNATIONALE SRL, according to Art. 227, par. (1) letter d) and Art. 235 of Law 31/1990, republished, as amended and supplemented, without appointing a liquidator.

7. Empowering the President of the Board of Directors, Mr. Deac Ioan, legal representative of company COMPA, for signing necessary documents, against any institution, in order to meet the dissolution and liquidation proceedings of company COMPA EXPEDIŢII INTERNAŢIONALE S.R.L.

8. Approval of 22.05.2017 as the Registration Date for the shareholder identification falling under the consequences of the General Shareholders Assembly, due to the provisions in Art.238, Law 297/2004 regarding the capital market and approval of 19.05.2017 as ex-date, according to Art. 129² from CNVM Regulation no.1 / 2006 updated.

9. Empowering of individuals that will perform the publication and recording formalities of the GMS session decisions, including their signing.

1. The presentation, discussion and approval of individual and consolidated financial statements for 2016, elaborated in accordance with International Standards for Financial Reporting and based on the reports of the Board of Directors accompanied by the opinion of the Auditor.

2. Approval of the Board of Directors' proposal regarding the allocation of the entire amount of profit for 2016 at its own development sources.

3. Decision over the management of the Board and approving the discharge of administrators from their duties for year 2016 based on the reports submitted.

4. Presentation, debate and approval of the Revenues and Expenses Budget for 2017 and the investment plan for 2017.

5. Election of a new Board of Directors, due to expiring of the mandate contract, fixing the period of the mandate and due remuneration according to Law 31/1990, republished, as amended and supplemented. The list with information regarding name, town and professional qualification of people who have submitted their application for the Board of Directors can be found at COMPA S.A.'s headquarters and is available to the shareholders for checking and filling in. Deadline for filling in and submitting the applications for the Board of Directors is 07.04.2017

6. Fixing and approving of due remuneration for new Board members for the current year.

7. Prolongation of contract for the external financial auditor, fixing the minimum period of the contract and empowering the authorized persons from the Company's side to sign the audit contract.

8. Approval of May 22th, 2017 as the Registration Date for the shareholders identification falling under the consequences of the General Shareholders Assembly, due to the provisions in Art.238, Law 297/2004 regarding the capital market and approval of May 19th, 2017 as ex date, according to Art. 129² from CNVM Regulation no.1 / 2006 updated.

9. Empowering of individuals that will perform the publication and recording formalities of the GMS session decisions, including their signing.

One or several shareholders holding individually or collectively, at least 5% of the Company's share capital, have the right, under the law, 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 07.04.2017, 16:00 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 mihaela.grobnicu@compa.ro with the subject "FOR THE G.M.S. AS OF 24.04.2017"

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 19.04.2017 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 27.01.2017, 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 G.M.S. AS OF 24.04.2017" or by e-mail with extended electronic signature according to the Law no.455 / 2001 on electronic signature, to mihaela.grobnicu@compa.ro with the subject "FOR THE G.M.S. AS OF 24.04.2017".

Shareholders registered in the Register of the Company's Shareholders on the reference date may attend in person or may be represented at the GMS 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 authorization may be granted by the issuing shareholder, under Law 297/2004, article 243 alin.6.2 - 6.5, to an intermediate, according to Article 2 paragraph (1) Section 14 of the same law or to a lawyer. This shall be submitted to COMPA's headquarters until 21.04.2017. 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 Empowerment / general or special power of attorney in Romanian or English is available at the company headquarters or can be downloaded from the company's website, www.compa.ro, starting with 21.04.2017. 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 21.04.2017, 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.

The company's shareholders have the opportunity to vote by mail before the meeting, by using the form for Voting by mail in Romanian or English. Forms are available at the company's headquarters or can be downloaded from the company's website, as of 24.03.2017.

If new items or resolutions will be added on the agenda, the forms will be updated and made available as of

The ballots by mail 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 21.04.2017, 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 mihaela.grobnicu@compa.ro with extended electronic signature, according to the Law no.455 / 2001 on electronic signature until 21.04.2017 - 16:00 hours mentioning in the subject line "FOR THE G.M.S. AS OF 24.04.2017".

Draft decisions and documents to be debated in the GMS are available at the company's headquarters every working day or on the company's website www.compa.ro in the Investor Relations / General Meeting of Shareholders section as of 24.03.2017.

Additional information may be obtained on any working day, between 08:00 - 16:00, at the company's headquarters, telephone +40 269 237 878.

Ioan DEAC Ioan MICLEA