Transilvania Broker de Asigurare S A : Notice of O&EGSM _April 27/28, 2022

Reg. number: 189 / 22.03.2022

TO,

BUCHAREST STOCK EXCHANGE S.A. FINANCIAL SURVEILLANCE AUTHORITY (ASF)

CURRENT REPORT

According to Annex 12 of ASF Regulation No. 5/2018

on Issuers of Financial Instruments and Market Operations

Report date	March, 22 th, 2022
Issuer's name	TRANSILVANIA BROKER DE ASIGURARE S.A.
Social headquarters	Bistrita, No.13 , Calea Moldovei Street, Bistrița-Nasaud county, 420096
Phone/Fax Number	0263-235900/ 0263-235910
Unique registration code at the trade registry office	19044296
The serial number in the trade register	J 06/674/2006
Signed and paid in capital	500,000 lei
Regulated market	The market is ruled openly, Main Segment, Standard Category

I.

Important events to be reported

• a) Alterations in the control of the issuer - N/A;

• b) Substantial purchases or sales of assets - N/A;

• c) Insolvency proceedings or judicial reorganization or bankruptcy- N/A;

• d) Transactions of the kind mentioned in art. 82 of Act 24/2007- N/A;

• e) Other events: INVITATION FOR ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TRANSILVANIA BROKER DE ASIGURARE S.A. DATED 27/28 APRIL , 2022.

TRANSILVANIA BROKER DE ASIGURARE S.A.

Niculae Dan

Chairman of the Board of Directors

NOTICE TO ATTEND

The Ordinary and Extraordinary General Meeting of Shareholders

APRIL 27/28, 2022

In accordance with the provisions of Law 31/1990 on companies, republished, as amended and supplemented, Law no. 24/2017 on issuers of financial instruments and market operations, republished, ASF Regulation no. 5/2018 on issuers of financial instruments and market operations and the Articles of Association ,

The Board of Directors of TRANSILVANIA BROKER DE ASIGURARE S.A. , a Romanian legal entity, whose sole object of activity is insurance intermediation, with registered office in Bistrita, Calea Moldovei no. 13, Bistrita-Nasaud county, 420096, registered with the ORC of the Bistrita-Nasaud Court under no. J06/674/2006, CUI 19044296, authorised under CSA Decision No 114.420/2006 and entered in the Register of Insurance Brokers under No RBK-374/17.11.2006, convenes:

General Meeting of Shareholders - Ordinary and Extraordinary, for the date of 27.04.2022, at the Company's headquarters in Bistrita, str. Calea Moldovei , nr. 13 , parter, jud. Bistrita-Năsăud, starting at 10.00 a.m., for the Ordinary General Meeting, respectively, at 11.00 a.m. for the Extraordinary General Meeting, in which the shareholders registered in the Shareholders' Register (issued by DEPOZITARUL CENTRAL S.A.) at the reference date set for the end of the day of 18.04.2022 have the right to participate and vote.

I.

The Ordinary General Meeting of Shareholders will have the following agenda:

• 1. Presentation and submission for approval of of the Report of the Board of Directors on the individual financial statements for the financial year 2021.

• 2. Presentation of the statutory auditor's report RAO AUDIT OFICCE S.R.L., on the individual financial statements for the financial year 20 21.

• 3. Presentation and submission for approval of the Individual Financial Statements for the financial year 2021, based on the Report of the Board of Directors and the Report of the Company's Financial Auditor.

• 4. Discharge of the Board of Directors of the Company for the financial year 2021.

• 5. Distribution of net profit for the financial year 2021. It is proposed that the net profit be distributed as follows :

  Net profit to be distributed : 9.543.674 lei Legal reserves: 0 lei

  Other reserves : 0 lei

  Coverage of losses carried forward : 0 lei

  Dividend payout: 7,500,000 lei, the proposed gross dividend/share being 1.5 lei Retained earnings: 2,043,674 lei

• 6. Presentation and submission for approval of the Budget of Income and Expenditure for

• the financial year 2022.

• 7. Extension of the terms of office of the current members of the Board of Directors of the Company for 4 (four) years, in accordance with the provisions of the Articles of Association (Art.14, item 14.1 of the Articles of Association), taking into account that on 25.07.2022 their term of office expires.

• 8. Appointment of the Chairman of the Board of Directors (cf. Art.14, item 14.2 of the Articles of Association).

• 9. Mandate the Chairman of the Board of Directors to negotiate and sign the Management Agreements, on behalf of and for the account of the shareholders, in compliance with the remuneration limits approved in the Remuneration Policy.

• 10. Extension of the mandate of the statutory auditor of the Company, following the expiry on 25.07.2022 of the service contract concluded with Soc. RAO AUDIT OFICCE S.R.L. , for a period of 4 (four) years.

• 11. Extension of the mandate of the internal auditor of the Company, following the expiry on 25.07.2022 of the service contract concluded with Soc. EXPERT LEX SRL , for a period equal to the duration of the mandate of the Board of Directors.

• 12. Mandate the General Manager, in the person of Mr. Login Gabriel, to negotiate and sign, on behalf and for the account of the shareholders, the financial audit and internal audit contracts, in accordance with the resolutions adopted under items 10 and 11.

• 13. Presentation and submission for approval of the Remuneration Report of the administrative and executive management of the company for the financial year 2021 , prepared in accordance with the provisions of Article 107 of Law 24/2017 on issuers , republished.

• 14. Approval of the date of 27.05.2022 as the "record date" serving to identify the shareholders on whom the effects of the resolutions adopted by the Ordinary General Meeting of Shareholders will be passed in accordance with the provisions of Article 87 para. (1) of the Law on Issuers, republished, and setting the date of 26.05.2022 as "ex-date".

• 15. Approval of 08.06.2022 as the "payment date" under Art. 87(1). (2)-(3) of Law 24/2017, republished and Art. 178 of Regulation No. 5/ 2018 on issuers of financial instruments and market operations.

• 16. Mandate the Chairman of the Board of Directors, Mr. Niculae Dan, to sign on behalf of all shareholders present at the Meeting, the AGM Resolution.

• 17. Mandate the General Manager, Mr. Login Gabriel and the Director of the Legal Department, Mrs. Denes Adriana, to carry out all the necessary steps regarding the submission of the OGM resolution to the ORC of the Bistrita-Nasaud Court, with a view to its publication in the Official Gazette of Romania, Part IV and to obtain the prior approval of the Financial Supervisory Authority regarding the extension of the management mandates respectively, of the statutory auditor's mandate and the subsequent performance of the necessary mentions to the ORC, according to the law.

II. The Extraordinary General Meeting of Shareholders will have the following agenda:

1. Approval of the amendment of the Articles of Incorporation of the Company, by :

Completion of the secondary object of activity of the Company, in accordance with the provisions of Article 11(3) letter d of ASF Rule 22/2021 on insurance distribution, with the following activities: intermediation of road assistance services ( CAEN code 5221-Ancillary service activities for land transport), medical ( CAEN code 8690-Other activities relating to human health ) and other after-sales services, for its own clients, such as the establishment or processing of claims, except for liquidation under the applicable national legislation ( CAEN code 4618-Intermeddistance in specialised trade in the sale of specific products ).

Thus: ➢ Art. 6 "Object of activity of the Company" , item 6.2. _Other activities :

6629- Other activities auxiliary to insurance and pension funding (distribution of pension products) - to be completed and will read as follows :

Other activities : 4618 - intermediaries in trade specialising in the sale of specific products (other after-sales services for own customers, such as damage assessment or settlement, except liquidation under applicable national law)

5221 -Ancillary land transport service activities (intermediation of roadside assistance services)

6629 - Other activities auxiliary to insurance and pension funding (distribution of pension products)

8690 -Other human health activities (intermediation of health care services) medical)

• 2. Approval of the update of the Company's Articles of Association, in accordance with the amendments approved under item 1 on the agenda.

• 3. Approval of the date of 27.05.2022 as the "record date" serving to identify the shareholders on whom the effects of the resolutions adopted by the Extraordinary General Meeting of Shareholders will be passed in accordance with the provisions of Article 87 paragraph (1) of the Law on Issuers, republished and setting the date of 26.05.2022 as the "ex-date".

• 4. Mandate the Chairman of the Board of Directors, Mr. Niculae Dan to sign on behalf of the shareholders the AGM Resolution and any other documents in connection therewith, including, but not limited to, the updated version of the Articles of Incorporation which will reflect the amendments approved by the AGM.

• 5. Mandating the Director-General, Mr. Login Gabriel and the Director of the Legal Department, Ms. Denes Adriana, to carry out all legal formalities regarding the

obtaining of any necessary prior approvals, agreements/permissions from the Financial Supervisory Authority, regarding the amendments to the Articles of Association adopted by the EGM, to request the publication of the resolution in Part IV of the Official Gazette of Romania, to file and receive any documents, as well as to carry out the necessary formalities before the Trade Registry Office, as well as before any other authority, public institutions, legal entities and individuals, and to carry out any acts in order to register and ensure the enforceability of the resolutions to be adopted by the EGM.

At the date of convocation, the share capital of the Company is 500,000 lei divided into 5,000,000 registered shares, dematerialized, with a nominal value of 0.1 lei, each share giving the right to one vote in the General Meeting.

From 25.03.2022 until the date set for the AGM meetings, they can be obtained by the shareholders, at the Company's registered office, every working day, between 10.00-16.00 or can be downloaded from the Company's websitewww.transilvaniabroker.ro , category < Investors > , Section< AGM > , Romanian/English version, the following documents that are the basis for the AGM proceedings: the convening notices; the total number of issued shares and voting rights at the convening date; the draft resolutions proposed for approval by the AGM; the general/special proxy forms that can be used for proxy voting; the postal voting forms; the documents to be submitted to the General Meeting of Shareholders.

Shareholders may attend in person or may be represented at General Meetings of Shareholders, either by their legal representatives or by other representatives granted a special or general power of attorney, in accordance with Article 105 paragraph (12) of the Law no.24/2017 on issuers of financial instruments and market operations, republished. A shareholder is obliged to give, in the special proxy form, specific voting instructions to the person representing him/her for each item on the agenda of the General Meeting of Shareholders.

In the case of personal voting, individual shareholders and legal entity shareholders are entitled to participate in the AGM by simply proving their identity with their identity card (identity card, identity card, passport, residence permit) and, in the case of legal entity shareholders, with the identity card of their legal representative (identity card, identity card, passport, residence permit). The status of legal representative shall be proved by a certificate issued by the trade register or any equivalent document issued by a competent authority of the state in which the shareholder legal entity is legally registered, attesting the status of legal representative, presented in original or certified copy. The documents attesting the legal representative status of the shareholder legal entity shall be issued no later than 30 days before the date of publication of the Notice of the AGM. Documents submitted in a language other than English must be accompanied by a translation into Romanian/English by an authorized translator.