CURRENT REPORT
In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018
Date of the Report: 26th June, 2026
Name of company: Millenium Insurance Broker (MIB) Broker de Asigurare-Reasigurare S.A.
Headquarters: Bucuresti, Splaiul Independentei 111, Sector 5
Phone number: 004-021-3303796
Fiscal Code: 9557790 LEI
Code: 787200WYTZDL2D67V730
Trade Register registration number: J40/5065/1997
Subscribed and paid in share capital: 583.946 RON
Regulated market where the issued securities are traded: MTS AeRO Premium
Significant events to be reported:
Convene the Extraordinary General Meeting of Shareholders for 31st July, 2026
NOTICE TO ATTEND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
Millenium Insurance Broker (MIB) Broker de Asigurare-Reasigurare S.A.
with its registered office in Bucharest, No. 111 Splaiul Independentei St., District 5,
registered with the Trade Register under no. J40/5065/1997, UIC 9557790
The Board of Directors of Millenium Insurance Broker (MIB) Broker de Asigurare-Reasigurare S.A., a Romanian legal entity with its registered office in Bucharest, No. 111 Splaiul Independentei St., District 5, Romania, registered with the Bucharest Trade Register under no. J40/5065/1997, having UIC 9557790 (hereinafter referred to as the “Company”),
In compliance with art. 117 in conjunction with art. 113 of Companies Law No. 31/1990 and according to art. 105 of Law No. 24/2017 regarding issuers of financial instruments and market operations, art. 186 et seq. of ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations, and art. 17 of the Company’s Articles of Incorporation,
SUMMONS:
Ø The Extraordinary General Meeting of Shareholders (hereinafter referred to as “EGMS”) for 31.07.2026, 12:00 p.m., at the Company’s registered office, in Bucharest, No. 111 Splaiul Independentei St., District 5, Romania, to which shareholders registered with Central Depository S.A. at the end of 22.07.2026, considered the Reference Date, are entitled to participate and vote.
If the legal and statutory attendance quorum is not reached at the first call, the EGMS will be held on 01.08.2026, 12:00 p.m., in the same place, with the same agenda, for the shareholders registered in the Shareholders’ Register for the same Reference Date.
AGENDA:
1. Approval of the increase of the Company's share capital with a cash contribution of up to 58,102.52 lei, through the issue of up to 207,509 new ordinary, registered, dematerialized shares, with a nominal value of 0.28 lei each and an issue price of 18.5 lei/share, of which 18.22 lei represents the issue premium. The operation will be carried out under the following conditions:
1.1.The newly issued shares shall be offered for subscription to holders of pre-emptive rights. The number of pre-emptive rights shall be equal to the number of ordinary shares issued by the Company as of the date of this Resolution.
1.2.Each shareholder holding ordinary shares registered in the Shareholders' Register on the Registration Date established by the EGMS will receive a number of preference rights equal to the number of shares held on the Registration Date. The subscription rate (the number of newly issued shares that can be subscribed by exercising a preference right) is 0.0994998849, respectively, in order to be able to subscribe for a newly issued share, 11 preference rights are required. The maximum number of newly issued shares that a rights holder can subscribe for is determined by multiplying the number of preference rights held by the subscription rate (0.0994998849), the result being rounded down to the next lower integer.
1.3.Preferential rights will be admitted to trading, in accordance with the legislative and regulatory provisions applicable to financial instruments. Preferential rights trading will be carried out over a period of 5 business days.
1.4.The subscription period based on the exercise of preemptive rights will be 15 working days.
1.5.By decision of the Board of Directors to be taken no later than 3 working days after the closing of the period for exercising preferential rights, any newly issued shares that remain unsubscribed during the subscription period will
(i) be offered in a private placement addressed to a maximum of 149 natural or legal person investors other than qualified investors, per EU Member State together with an unlimited number of qualified investors, in accordance with the exceptions from the obligation to publish a Prospectus approved by the ASF provided for by EU Regulation 2017/1129, art. 1, para. (4) letters (a) and (b), in which case the newly issued shares remaining unsubscribed at the conclusion of the private placement will be cancelled by the decision of the Board of Directors to ascertain the results of the increase;
(ii) be canceled, by decision of the Board of Directors which will ascertain the results of the share capital increase operation.
1.6.All details regarding the subscription procedure, the effective trading period of the preferential rights, the effective subscription period, the procedure and methods of payment and validation of the subscription within the share capital increase will be included in the Prospectus to be approved by the Financial Supervisory Authority in connection with the share capital increase.
1.7.The increase in share capital aims to finance the Company's development strategy, including, but not limited to, the acquisition of up to 100% stakes in the share capital of other companies, which will be identified by the Company's management in accordance with the mandate granted by the articles of association and previous EGMS decisions.
2. Subject to the approval of item 1 on the agenda, approval of the authorization, with the right of substitution or subdelegation, of Mr. Stefan Emanuel PRIGOREANU as Chairman of the Board of Directors, to take any decision and to perform any acts or deeds and formalities that would be necessary, useful or advisable for the implementation of the decision to increase the share capital, as the case may be, including with regard to the following aspects:
2.1.Carrying out the share capital increase operation, including, ascertaining and validating the results of subscriptions within the share capital increase after the subscription period has expired, as well as establishing all the conditions of the Prospectus, under the law, or carrying out the private placement if applicable, closing, registering and operating the share capital increase, cancelling the newly issued and unsubscribed shares, as well as amending the Company's Articles of Association accordingly, drafting and signing all documents and completing any formalities for the implementation and registration of the share capital increase with the competent authorities;
2.2.Admission to trading of newly issued shares on the multilateral trading system operated by the Bucharest Stock Exchange;
2.3.Approval and execution of any documents related to the share capital increase operation, including any certificates, declarations, registers, notifications, additional acts and any other acts and documents that are necessary, in order to fulfill any formalities and authorize and/or execute any other actions that are necessary in order to give full effect to the share capital increase;
2.4.Representing the Company before any competent authorities and institutions (such as the Trade Register Office, the Financial Supervisory Authority, the Bucharest Stock Exchange, the Central Depository, etc.) in order to register the share capital increase.
3. Approval of the date of August 17, 2026 as the "Registration Date" for identifying the shareholders on whom the effects of the EGMS decision taken in points 1 and 2 above will be reflected, in accordance with the provisions of art. 87 of Law 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions, the date of August 14, 2026 as the "Ex-date", the date of August 13, 2026 as the Guaranteed Participation Date and, respectively, the date of August 18, 2026, as the Payment Date of the preferential subscription rights in the share capital increase approved in the points above.
4. Updating the Company's objects of activity, according to CAEN Rev.3 – approved by Order of the President of the National Institute of Statistics no. 377/17.04.2024.
5. In Following the update according to point 4 above, approval of the modification of the Company's secondary business object, as follows:
The company shall have the following CAEN Rev. 3 codes as secondary objects of activity:
- 6499 - Other financial intermediation n.e.c., except insurance and pension funding activities;
- 6612 - Financial transaction intermediation activities;
- 6621 - Insurance risk and damage assessment activities;
- 6629 - Other activities auxiliary to insurance and pension funding.
6. In Following the amendment according to point 5 above, approval of the Company's carrying out of the following activities authorized according to CAEN Rev. 3:
· at the registered office and to third parties: 6622 - Activities of insurance agents and brokers;
· registered office and to third parties: 6499 - Other financial intermediation n.e.c., except insurance and pension funding activities; 6612 - Financial transaction intermediation activities; 6621 - Insurance risk and damage assessment activities; 6629 - Other activities auxiliary to insurance and pension funding.
7. Amending, updating and submitting the Articles of Association of the Company in accordance with those approved in points 4-6 above.
8. Approval of the empowerment of the President of the Board of Directors, Mr. Stefan Emanuel PRIGOREANU, with the possibility of substitution, for:
a) to sign, on behalf of the Company and/or the Company's shareholders, the EGMS resolution, any and all resolutions, applications, forms and documents adopted/drafted for the purpose or for the execution of the EGMS resolution, in relation to any natural/legal person;
b) to carry out all legal formalities for the implementation, registration, publication and enforcement of the adopted decision.
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Procedures that must be followed by shareholders in order to be able to participate and vote in the general meeting:
1. The right of shareholders to participate in the EGMS
Under the provisions of art. 200 of the ASF Regulation No. 5/2018, only shareholders registered in the Company’s Shareholder Register on the Reference Date, according to the legal provisions and the Articles of Incorporation, are entitled to participate and can exercise their right to vote at the EGMS, in person (through legal representatives) or by a representative (on the basis of Special/General Power of Attorney or Affidavit given by the trustee), with legal restrictions or, before the EGMS, by mail (based on the Ballot by mail).
According to art. 105 para. 7 of Law No. 24/2017, the access and/or the vote by mail of the shareholders entitled to participate in the EGMS is allowed by simple proof of their identity made, in the case of natural person shareholders, with the identity document (identity bulletin/card for Romanian citizens or, as the case may be, passport/residence permit for foreign citizens) and, in the case of legal entities, with the identity document of the legal representative.
The representatives of natural person shareholders will be identified on the basis of the identity document (bulletin/identity card for Romanian citizens or, as the case may be, Passport/residence permit for foreign citizens), accompanied by the special/general Power of attorney signed by the natural person shareholder or the Affidavit given by the custodian and signed by his/her legal representative.
The representatives of the legal entity shareholders will prove their capacity on the basis of the identity document (identity bulletin/card for Romanian citizens or, as the case may be, passport/residence permit for foreign citizens), accompanied by the Special/General Power of Attorney signed by the legal representative of the legal entity in question or the Affidavit given by the trustee and signed by his/her legal representative.
The capacity of shareholder, as well as, in the case of legal entity shareholders or entities without legal personality, the capacity of legal representative, is established based on the list of shareholders of the Company as of the Reference Date, received from Central Depository S.A.
In the event that: a) natural person shareholders have not registered in the Central Depository S.A system valid and updated identification data, then they shall also submit a copy of the updated identity document (identity bulletin/card/passport/residence permit); b) the legal representative of the legal entity shareholders is not mentioned in the list of BVB shareholders from the Reference Date received from Central Depository S.A., then they shall also submit an official document attesting to the legal representative capacity (proof issued by a competent authority, in original or a certified copy, no older than 3 months before the date of publication of the EGMS notice to attend).
Documents submitted in a foreign language other than English (with the exception of identity documents valid on the territory of Romania) will be accompanied by a translation made by a certified translator, into Romanian or English.
Information regarding General Powers of Attorney, Affidavits, Special Powers of Attorney, and Ballots by mail are presented in sections 3 and 4 below.
2. Documents related and in connection with the EGMS agenda
Starting from 29.06.2026, the following documents can be downloaded from the Company’s website, www.myinsurance.ro, or can be obtained, upon request, every business day, between 9 p.m. and 5 p.m., from the Company’s registered office, by email (office@myinsurance.ro) or by post.
- EGMS notice to attend (available in Romanian and English);
- Special Power of Attorney forms for the representation of shareholders in the EGMS, forms that will be updated if new items or proposals for decisions are added to the agenda (available in Romanian and English);
- Ballot by mail forms for the participation and voting of shareholders in the EGMS, which will be updated if new items or draft decisions are added to the agenda (available in Romanian and English);
- The documents and informative materials related to the sections on the EGMS agenda (available in Romanian and English);
- The draft decision for the sections on the EGMS agenda (available in Romanian and English).
If the case will be, the revised agenda will be published according to the legal provisions.
3. General Powers of Attorney
According to art. 184 letter d) of the ASF Regulation no. 5/2018: “general power of attorney - power of attorney granted for the representation in one or more general meetings of shareholders of one or more companies identified in the power of attorney, which does not contain specific voting instructions from the shareholder, in accordance with the provisions of art. 92 para. (13) of Law No. 24/2017” [n.n. the provisions of art. 92 para. 13 of Law no. 24/2017 – the version in force on the date of entry into force of ASF Reg. no. 5/2018 – are currently found within art. 105 para. 13 of Law no. 24/2017].
For the validity of the mandate, the proxy must have the capacity of either an agent (in accordance with the provisions of art. 2 para. (1) section (19) of Law No. 24/2017), or a lawyer, and the shareholder is their client. Also, the proxy must not be in a conflict of interest, such as:
a) the proxy is a majority shareholder of the Company or another person controlled by that shareholder;
b) the proxy is a member of an administrative, management or supervisory body of the Company, of a majority shareholder or of a controlled person, according to the provisions of letter a);
c) the proxy is an employee or an auditor of the company or of a majority shareholder or of a controlled entity, according to the provisions of letter a);
d) the proxy is the spouse, relative or next of kin up to the fourth degree inclusive of one of the natural persons provided on letters a)-c).
The proxy cannot be replaced by another person. If the proxy is a legal entity, they can exercise their mandate through any person who is part of the administrative or management body or among their employees.
The Company does not impose a specific format for the General Power of Attorney.
Together with the General Power of Attorney, the shareholders will submit to the Company the Affidavit given by the legal representative of the agent or the lawyer who received the power of attorney, signed in original and, as the case may be, stamped, from which the following can be ascertained:
i. the power of attorney is given by the shareholder in question, as a client, to the agent or, as the case may be, to the lawyer;
ii. the general power of attorney is signed by the shareholder, including by attaching the extended electronic signature, if applicable.
The capacity of shareholder, as well as, in the case of legal entity shareholders or entities without legal personality, the capacity of legal representative, is determined based on the following documents submitted to the Company by the shareholder, issued by Central Depository S.A. or by the agents defined in art. 2 para. (1) section 19 of Law No. 24/2017 that provides custody services:
a) the statement of account showing the shareholder capacity and the number of shares held;
b) documents attesting to the registration of the information regarding the legal representative with Central Depository S.A./the agents in question (in the case of legal entity shareholders).
Documents submitted in a foreign language, other than English (with the exception of identity documents valid on the territory of Romania) will be accompanied by a translation made by a certified translator, into Romanian or English.
Before their first use, the General Powers of Attorney, accompanied by the related documents, shall be submitted/sent, in copy, including the certified copy note under the signature of the representative, so that they are registered as received at the Company’s registry until 29.07.2026, 12:00 p.m., clearly stating on the envelope “For the Extraordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”. The general powers of attorney in certified copy will be kept by the Company, referring to them in the protocol of the meeting. The general powers of attorney are valid for a period that will not exceed 3 years, if the parties have not expressly provided for a longer term.
The general powers of attorney, accompanied by the related documents, can also be sent by email with extended electronic signature, according to Law No. 455/2001 regarding the electronic signature, as well as according to the ASF regulations, to the address office@myinsurance.ro, so that they are registered as received at the Company’s registry until 29.07.2026, 12:00 p.m., stating in the subject “For the Extraordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”.
The verification and validation of the General Powers of Attorney submitted to the Company will be done by the technical secretaries appointed according to the law, who will keep the documents safe.
4. Special Powers of attorney and Ballots by mail
According to art. 184 letter c) of ASF Regulation No. 5/2018: “special power of attorney - power of attorney granted to represent an issuer in a single general meeting, containing specific voting instructions from the shareholder, in accordance with art. 92 para. (12) of Law No. 24/2017” [n.n. the provisions of art. 92 para. 12 of Law no. 24/2017 – the version in force on the date of entry into force of ASF Reg. no. 5/2018 – are currently found within art. 105 para. 13 of Law no. 24/2017].
Special Powers of attorney and Ballots by mail must have the format provided by the Company and contain specific instructions for each item on the agenda (i.e., vote “For”, vote “Against”, respectively mention “Abstention”).
Voting by mail can be expressed through Ballot by mail also by the shareholder’s representative, only in the situation where the latter:
- received from the shareholder they represent a special/general power of attorney, which is submitted to the Company in the form provided by the legal regulations and the term specified in the notice to attend; or
- the representative is a credit institution that provides custody services, and the latter can vote exclusively in accordance and within the limits of the instructions received from its clients, having the capacity of shareholders on the Reference Date.
The capacity of shareholder, as well as, in the case of legal entity shareholders or entities without legal personality, the capacity of legal representative is established based on the list of shareholders of the Company as of the Reference Date, received from Central Depository S.A.
In the event that: a) natural person shareholders have not registered with the Central Depository S.A. system valid and updated identification data, then they shall also submit a copy of the updated identity document (identity bulletin/card/passport/residence permit); b) the legal representative of the legal entity shareholders is not mentioned in the list of BVB shareholders from the Reference Date received from Central Depository S.A., then they shall also submit an official document attesting to the legal representative capacity (proof issued by a competent authority, in original or a certified copy, no older than 3 months before the date of publication of the EGMS notice to attend).
Documents submitted in a foreign language, other than English (with the exception of identity documents valid on the territory of Romania) will be accompanied by a translation made by a certified translator, into Romanian or English.
When filling in the Special Powers of Attorney/ Ballots by mail, the shareholders or, as the case may be, the representatives of the shareholders, are asked to take into account the possibility of supplementing the EGMS agenda with new items or draft decisions, in which case the agenda will be supplemented and made available starting from 20.07.2026. In this case, the Special Powers of Attorney/Ballots by mail will be updated and made available starting from 20.07.2026.
Special Powers of Attorney and Ballots by mail shall be submitted/sent, in copy, including the certified copy note under the signature of the representative, so that they are registered as received at the Company’s registry until 29.07.2026, 12:00 p.m., clearly stating on the envelope “For the Extraordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”. Special Powers of attorney in certified copy will be kept by the Company, referring to them in the protocol of the meeting.
Special Powers of attorney and Ballots by mail can also be sent by email with an extended electronic signature, according to Law No. 455/2001 regarding the electronic signature, republished, as well as according to the ASF regulations, to the address office@myinsurance.ro, as follows:
- Special Power of Attorney/Ballot by mail, filled in by the shareholders or, as the case may be, by the representatives of the shareholders, with their options (vote “For”, vote “Against”, respectively mention “Abstention”), signed, with attached extended electronic signature, accompanied by the related documents, will be sent by email, stating in the subject “For the Extraordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”, so that they are registered as received at the Company’s registry until 29.07.2026, 12:00 p.m.
Special Powers of attorney and Ballots by mail that are not registered at the Company’s registry by the above-mentioned deadlines will not be taken into account for determining the attendance and voting quorum in the EGMS.
The tally, verification and record keeping of the Ballots by mail, as well as the verification and validation of the Special Powers of Attorney submitted to the Company, will be done by the technical secretaries appointed according to the law, who will keep the entries safe, as well as the confidentiality of the votes expressed in this way, until the moment of submitting the corresponding subjects related to the agenda to vote.
After the EGMS, the shareholder or a third party designated by the shareholder can obtain from the Company, at least upon request, a confirmation of the fact that the votes have been validly counted and registered by the Company. The request for such a confirmation can be made within one month from the date of the vote. In this case, the Company will send the shareholder an electronic confirmation of the registration and counting of the votes, in accordance with the provisions of art. 97 para. (3) of Law No. 24/2017 and with those of art. 7 para. (2) of EU Regulation 1212/2018, in the format provided in table 7 of the Annex to EU Regulation 1212/2018.
5. The right of shareholders to request the introduction of new items on the agenda and to submit draft resolutions for existing or proposed items to be included on the agenda
According to the provisions of art. 1171 of Law 31/1990 and art. 105 para. 3 of Law No. 24/2017, one or more shareholders who hold, individually or together, at least 5% of the Company’s share capital, have the right, under the law, to request the introduction of new items on the EGMS agenda, as well as to submit draft decisions for the items included or proposed to be included on their agenda, by registered letter with confirmation of receipt/courier/electronic means, clearly stating on the envelope “For the Extraordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”, so that they are registered as received at the Company’s registry within 15 days from the date of publication of this Notice to attend in the Official Gazette of Romania. Each new item proposed must be accompanied by a justification or a draft decision proposed for the approval of the meeting. The convening notice with the agenda supplemented with new items or other proposed resolutions for the items on the agenda will be published by July 20, 2026.
6. The right of shareholders to ask questions about the agenda
According to the provisions of art. 198 of the ASF Regulation No. 5/2018, any interested shareholder has the right to ask questions regarding the sections on the EGMS agenda. The questions will be sent in writing and will be submitted/sent by registered letter/courier/electronic means, so that they are registered as received at the Company’s registry until 11.07.2026, clearly stating on the envelope “For the Extraodinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”, or can be sent by email with extended electronic signature, according to Law No. 455/2001 regarding the electronic signature, as well as according to the ASF regulations, to the address office@myinsurance.ro, stating in the subject “For the Ordinary General Meeting of Shareholders dated 31.07.2026/01.08.2026”.
The Company can formulate a general answer for questions with the same content. In the event that the pertinent information is available on the Company's website (www.myinsurance.ro), in question-answer format, it is considered that an answer is given, according to art. 198 paragraph 2 of ASF Regulation no. 5/2018. The answers will be available starting from 31.07.2026.
The right to ask questions and the Company’s obligation to respond will be conditioned by the protection of confidentiality and the interests of the Company.
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For the valid exercise of the rights mentioned in points 5 and 6, shareholders will submit to the Company the following documents issued by Central Depository S.A. or by the agents defined in art. 2 para. (1) point 19 of Law No. 24/2017, providing custody services:
a) the statement of account showing the shareholder capacity and the number of shares held;
b) the documents attesting the registration of the information regarding the legal representative with Central Depository S.A./agents in question (in the case of legal entity shareholders).
Documents submitted in a foreign language other than English (with the exception of identity documents valid on the territory of Romania) will be accompanied by a translation made by a certified translator, into Romanian or English.
BOARD OF DIRECTORS
PRESIDENT – STEFAN EMANUEL PRIGOREANU