Compa S A : Convening Notice OGMS and EGMS

Nr. înregistrare la O.N.R.C: J32/129/1991

Cod de înregistrare fiscal: RO 788767

Sibiu, România, 550234. Henri Coandă, nr. 8

Tel. +40 269 237 878, +40 269 214 799;

Fax: +40 269 237 770, www.compa.ro

CURRENT REPORT

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

Regulated market on which the issued securities are traded: Bucharest Stock Exchange - Standard Category (symbol CMP)

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 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 July 21st 2021 the Board of Directors of COMPA S.A., decides the convocation of OGMS and EGMS for September 9th/10th 2021.

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

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 met on July 21 th 2021, 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, according to the decisions

11 and 12 from July 21st 2021 , unanimously decides the following:

Approving the convening of the Ordinary General Meeting and Exraordinary General Meeting of Shareholders of COMPA S.A. for September 09th 2021 and of the second convening for September 10th 2021, 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.

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

Nr. înregistrare la O.N.R.C: J32/129/1991

Cod de înregistrare fiscal: RO 788767

Sibiu, România, 550234. Henri Coandă, nr. 8

Tel. +40 269 237 878, +40 269 214 799;

Fax: +40 269 237 770, www.compa.ro

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 July 21st 2021, 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,

Convenes:

GENERAL MEETING OF SHAREHODERS ("OGMS") AND

EXTRAORDINARY GENERAL MEETING OF SHAREHODERS ("EGMS")

for 09.09.2021, starting at 15:00 (Romanian local time) the Ordinary General Meeting of Sharehoders and for 09.09.2021, 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 August 26th 2021, 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 September 10th 2021, at the same address, at the same hours, with the same agenda and reference date.

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS' AGENDA ("OGMS")

1. The election of the secretary of the meeting of the Ordinary General Meeting of Shareholders from among the present shareholders.
2. Approval of Remuneration Politics of Compa S.A.
3. Approval of October 4th, 2021 as the Registration Date for the shareholders identification falling under the consequences of the General Ordinary Meeting of Shareholders, due to the provisions in Art.86(1), Law 24/2017 on issuers of financial instruments and market operations and approval of October 1st, 2021 as ex date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
4. Empowering of individuals that will perform the publication and recording formalities of the GMS session decisions, including their signing.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS' 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 implementation, regarding the shares that are the object of the buy back program approved by the EGMS decisions no. 18 and 19 of 27.04.2020, of a stock option plan having as objective the granting of option rights for the free acquisition by the employees and members of the Company's management/board of the

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

Nr. înregistrare la O.N.R.C: J32/129/1991

Cod de înregistrare fiscal: RO 788767

Sibiu, România, 550234. Henri Coandă, nr. 8

Tel. +40 269 237 878, +40 269 214 799;

Fax: +40 269 237 770, www.compa.ro

repurchased shares in order to maintain and motivate and to reward them for the activity carried out within the Company.

1. Approval of the empowerment of the Board of Directors to adopt all necessary measures and to fulfill all the formalities required for the implementation of the plan referred to in point 2 and to establish the criteria for granting the option rights.
2. Approval of the contracting by the affiliated company Arini Hospitality SRL (having as sole partner Compa S.A.), of a bank loan necessary to finance the state aid obtained through the financing agreement no. 584140 dated 14.06.2021 issued by the Ministry of Finance in the amount of 14,895,269 lei.
3. Approval of the delegation of the Board of Directors of Compa S.A. to establish the necessary strategy for the development by the affiliated company Arini Hospitality SRL of the Mercure - Ibis hotel project.
4. Approval of the guarantee by Compa S.A., either as guarantor or as co-debtor, of the bank loans requested by Arini Hospitality SRL pursuant to point 4 above and pursuant to the decision of A.G.E.A Compa no. 7 / 12.11.2020, in case the financing banks will request it.
5. Approval of October 4th, 2021 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.86(1), Law 24/2017 on issuers of financial instruments and market operations and approval of October 1st, 2021 as ex date, according to Art. 176(1) from FSA Regulation no.5 / 2018.
6. Empowering of individuals that will perform the publication and recording formalities of the GMS session decisions, including their signing.

***

Rights of the Shareholders

• Shareholders' proposals concerning OGMS/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 THE COMPA SA OGMS/EGMS OF 09/10.09.2021"
   • 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 THE COMPA SA OGMS/EGMS OF 09/10.09.2021",

so as to reach the company until 13.08.2021 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 20.08.2021, according to the legal provisions in force.

∙ The right to ask questions

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

Nr. înregistrare la O.N.R.C: J32/129/1991

Cod de înregistrare fiscal: RO 788767

Sibiu, România, 550234. Henri Coandă, nr. 8

Tel. +40 269 237 878, +40 269 214 799;

Fax: +40 269 237 770, www.compa.ro

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 13.08.2021 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 THE COMPA SA OGMS/EGMS OF 09/10.09.2021",
• 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 THE COMPA SA OGMS/EGMS OF 09/10.09.2021",
  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 20.08.2021 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 - 2021 - 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.

Participation in the OGMS/EGMS

The reference date is August 26th 2021. 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

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

Nr. înregistrare la O.N.R.C: J32/129/1991

Cod de înregistrare fiscal: RO 788767

Sibiu, România, 550234. Henri Coandă, nr. 8

Tel. +40 269 237 878, +40 269 214 799;

Fax: +40 269 237 770, www.compa.ro

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 OGMS/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.

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

1. A shareholder may appoint only one person to represent them at the OGMS/EGMS. However, if a shareholder holds shares in the company in more than one securities account, this restriction shall not prevent them from appointing a separate representative for the shares held in each securities account in respect of a particular general meeting. In any case, the shareholder is prohibited from casting different votes based on their shares in the company.
2. A shareholder may appoint by proxy one or more alternate representatives to represent them in the OGMS/EGMS if the initial representative is unable to fulfill their mandate. If several alternate representatives are appointed by proxy, the order in which they will exercise their mandate will also be established.
3. The shareholder shall complete and sign the general power of attorney/special power of attorney, in three original copies, in Romanian or in English, one copy for the shareholder, one copy for the representative and one copy for the company.
4. In case of discussing within the Meetings, according to the legal provisions, some items not included on the published agenda, the proxy may vote on them according to the interest of the represented shareholder.
5. In the event that the OGMS/EGMS agenda is revised, the company will make available the updated special power of attorney forms, starting with 20.08.2021.
6. The powers of attorney will be sent to the company at least 48 hours before the starting time of the OGMS/EGMS meeting at the first convening, as indicated in this convening notice, as follows:
7. 1. general powers of attorney - before the first use, in a certified copy, bearing the shareholder's signature;
   2. 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:

1. 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

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