Compa S A : Convening Notice EGMS 9/10.01.2023

849/23.11.2022

CONVENING NOTICE

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 November 23rd 2022, according to the provisions of art. 117 of Law 31/1990 on companies, art. 105 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,

Convenes:

GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS ("EGMS")

for 9.01.2023, starting at 15:00 (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 December 21st, 2022, set as reference date for holding the 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 Extraordinary General Meeting of Shareholders for January 10th 2023, at the same address, at the same hours, with the same agenda and reference date.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHODERS' AGENDA

("EGMS")

1. The election of the secretary of the meeting of the Extraordinary General Meeting of Shareholders from among the present shareholders.
2. Approval of the increase in the share capital of the affiliated company ARINI HOSPITALITY S.R.L., to which Compa S.A. is sole associate, with the amount of 3,500,000 lei, cash contribution.

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

1. Approval of the delegation of the Board of Directors of Compa S.A. to take the necessary decisions in order to increase the share capital of the company Arini Hospitality SRL, deciding on any aspects related to the share capital increase, the number of shares and their value, status update, etc.
2. Ratification of the decision of the Board of Directors of Compa S.A. no. 143/23.11.2022 art. 1 approving the contracting by the affiliated company Arini Hospitality S.R.L. (in which Compa S.A. is the sole partner) of a bank loan in the form of an investment credit up to a ceiling of 1,800,000 (one million and eight thousand) euros.
3. Ratification of the decision of the Board of Directors of Compa S.A. no. 143/23.11.2022 art. 2 approving the guarantee of the bank loan referred to in art. 4 with movable and immovable assets from the patrimony of Arini Hospitality company, including the property registered in the Land Registry no. 131805 Sibiu.
4. Ratification of the decision of the Board of Directors of Compa S.A. no. 143/23.11.2022 art. 3 approving the guarantee by Compa S.A., as guarantor and/or co-debtor, of the bank loan requested by Arini Hospitality SRL pursuant to art. 4 above if the financing bank requests it.
5. Approval of the amendment to the constitutive act of Compa S.A. by adding to point IX subsection 12 the possibility for the members of the Board of Directors to participate in the meetings of the Board of Directors by means of remote communication means, so that the amended text will have the following content:
   IX. ADMINISTRATION AND REPRESENTATION OF THE COMPANY
   (12) The board of directors meets at least once every 3 months. The participation of the members of the company's Board of Directors in its meetings can also take place by means of remote communication, videoconference, teleconference, e-mail or fax. The members of the board of directors will conclude a professional liability insurance.
6. Approval of the authorization of the President of the Board of Directors, Deac Ioan, or any other administrator in case of impossibility of the president, to sign in the name and on behalf of the Company the additional act and the updated constitutive act of the Company in accordance with the decision of the E.G.M.S. from point 7.
7. Approval of February 10th, 2023, as the Registration Date for the shareholders identification falling under the consequences of the General Extraordinary Meeting of Shareholders, due to the provisions in Art. 87, Law 24/2017 on issuers of financial instruments and market operations and approval of February 9th, 2023, as ex-date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
8. Empowering of individuals that will perform the publication and recording formalities of the GMS

session decisions, including their signing.

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

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Rights of the Shareholders

• Shareholders' proposals concerning EGMS

One or more shareholders representing, individually or together, at least 5% of the share capital has/have the right:

1. 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;
2. 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:
3. • 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 EGMS OF 9/10.01.2023"
   • 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

actionariat@compa.romentioning in the subject line: "FOR COMPA SA EGMS OF

9/10.01.2023",

so as to reach the company until 13.12.2022 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 19.12.2022, according to the legal provisions in force.

• The right to ask questions

Each shareholder has the right to ask written questions on the items on the EGMS agenda, so that they are registered with the company by 13.12.2022 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:

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

• 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 EGMS OF

9/10.01.2023",

• 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

actionariat@compa.romentioning in the subject line: "FOR COMPA SA EGMS OF 9/10.01.2023",

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 19.12.2022 at 16:00 (Romanian local time), on the company's website www.compa.ro, in the section

Investor Relations - General Meeting of Shareholders - Meetings - EGMS - 2023 - Extraordinary

General Meeting of Shareholders 9/10.01.2023 - Questions and Answers, in Question-Answerformat. 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.

Participation in the EGMS

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

The reference date is December 21st, 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 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.

• Participation in the EGMS by representation

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.

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