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OFFON

EUROPEAN RELIANCE GENERAL INSURANCE COMPANY S.A.

(EUPIC)
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European Reliance General Insurance S A : ANNOUNCEMENT FOR THE DECISIONS OF THE EXTRAORDINARY GENERAL MEETING

07/14/2021 | 05:43am EDT

ANNOUNCEMENT ON THE RESULTS OF THE EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS OF THE SOCIETE ANONYME WITH COMPANY NAME

'EUROPEAN RELIANCE GENERAL INSURANCE Co. S.A.' OF 13/07/2021

The Company 'EUROPEAN RELIANCE GENERAL INSURANCE Co. S.A.'' (the Company) informs the interested parties that on July 13, 2021 at 14:00, performed via teleconference using the special platform of the Athens Stock Exchange, AXIA e-Shareholders Meeting, the Extraordinary General Meeting of Shareholders.

Out of a total of 26,539,907 shares and votes (Total Shares: 26,593,361, less 53,454 Own Shares) the General Meeting of Shareholders attended present or via a proxy 20,990,836 shares and votes, that is 79.09% of the total shares and votes, a rate that allowed the General Meeting of Shareholders to decide in accordance with the Law and the Articles of Association on the subjects on the agenda.

During the Extraordinary General Meeting of Shareholders, the shareholders discussed and made decisions on the following subjects:

Subject No. 1: Election of the new Board of Directors

The Board of Directors approved the submission of the proposal to the Extraordinary General Meeting of Shareholders in the meeting of Tuesday, 22/06/2021:

In the context of the Company's compliance with Law 4706/2020 (Government Gazette A '136/17.07.2020) on Corporate Governance of Public Limited Companies with shares listed on a regulated market in Greece, regarding both the independence of the members and the suitability, the diversity and adequate representation by gender on the Board of Directors as a body, despite the fact that the term of the existing Board of Directors has not expired, it was considered appropriate to elect a new Board of Directors, which has the appropriate composition, based on the current legislation, will represent the Company in accordance with the law and its Articles of Association.

Based on this framework, the Board of Directors, following the proposal of the Corporate Governance, Remuneration and Nomination Committee, suggested to elect a new 9-member Board of Directors, with a five-year term, which, according to the Article 85 par. 1 ed. c of Law 4548/2018, is extended until the expiration of the deadline within which the next Ordinary General Meeting must convene and until the relevant decision is taken as well as the appointment of its independent members, in compliance with the provisions of Law 4706/2020.

For this reason, it was proposed that the decision be taken by the current Extraordinary General Meeting of the Company's shareholders, for the election of the new members of the Board of Directors, the appointment of independent members in accordance with Law 4706/2020. It was proposed, after the relevant suggestion of the Corporate Governance Committee, Remuneration and Nomination to the Board of Directors on 22/06/2021, as elected for a five-year term, Messrs.:

1) Andreadaki Eleni,

2) Verzovitis Stefanos,

3) Vroustouris Panagiotis

4) Georgakopoulos Christos,

5) Diamantopoulos George

6) Konstantinidis George,

7) Papanikolopoulou Christina,

8) Chalkiopoulos Nikolaos, and

9) Morris Keith W.

From the above, it was proposed to appoint independent members of the Board of Directors, Messrs. 1) Eleni Andreadaki, 2) Vroustouris Panagiotis, 3) Christina Papanikolopoulou and 4) Morris Keith W., as all meet the conditions of independence of the current legal framework, namely:

a. do not hold shares in excess of 0.5% of the Company 's share capital and

b. do not have any dependency relationship with the Company or persons related to it, according to article 9, par. 1 and 2 of Law 4706/2020, but also of article 4. Par. 1 of Law 3016/2002, which abolishes on 17/07/2021.

The above members have been evaluated based on the law and the Suitability Assessment Policy of the Board Members and have been deemed suitable for their election as members of the Board of Directors by the Committee on Corporate Governance, Remuneration and Nomination to the Board of Directors, which has audited the filling on the part of the candidate members of the criteria of independence in their person in accordance with the provisions of article 9, par. 1 and 2, of Law 4706/2020, on the other hand independence of their judgment and the experience required to perform the tasks they will undertake.

The reasons for the nomination of the candidates together with the detailed CVs of the candidate members proposed by the Board of Directors as well as the verification by the Committee of Corporate Governance, Remuneration and Nomination Committee to the Board of Directors of the eligibility criteria of the candidate members are available on ir.europaikipisti.gr, in the section General Meetings / Accompanying Documents since 22/06/2021.

After the voting on the above subject, the results are as follows:

Number of shares with valid votes: 20,990,836

Rate of the paid up share capital, after the deduction of the Own Shares: 79.09%

Valid: 20,990,836

IN FAVOR

AGAINST

ABSTENTION

SHARES

PERCENTAGE

SHARES

PERCENTAGE

SHARES

PERCENTAGE

Mrs. Andreadaki Eleni

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Mr. Verzovitis Stefanos

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Mr. Vroustouris Panagiotis

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Mr. Georgakopoulos Christos

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Mr. Diamantopoulos George

19.828.091

94,4607%

1.054.165

5,0220%

108.580

0,5173%

Mr. Konstantinidis George

20.131.441

95,9059%

750.815

3,5769%

108.580

0,5173%

Mrs. Papanikolopoulou Christina

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Mr. Chalkiopoulos Nikolaos

20.612.158

98,1960%

270.098

1,2867%

108.580

0,5173%

Mr. Morris Keith W.

20.786.441

99,0263%

95.815

0,4565%

108.580

0,5173%

Therefore, the subject has been approved.

Subject No. 2: Acquisition of own shares through the Athens Stock Exchange, in accordance with article 49 of Law 4548/2018 as applicable, and provision of relevant authorizations.

It was proposed the approval of the Own share repurchase program. Based on this plan, it was proposed to the General Meeting, the acquisition by the Company of its own shares in accordance with the provisions of article 49 of Law 4548/2018, as in force, and the granting of the relevant authorizations to the Board of Directors for its implementation. In particular, it was proposed buying the above mentioned own shares, within a period of twenty-four (24) months from the date of the present decision, maximum of 2,653,990 common registered shares representing 10% of the total number of existing shares with voting rights with a market price range of ¤ 3.00 per share (minimum) and ¤ 6.00 per share (maximum). The purchase of own shares will take place with a view to their annulment by the General Meeting of Shareholders

Number of shares with valid votes: 20,990,836

Rate of the paid up share capital, after the deduction of the Own Shares: 79.09%

Valid: 20,990,836

In Favor: 20,882,256 (99.4827%), Against: 0 (0,00%), Abstention: 108,580 (0.5173%)

Therefore, the subject has been approved.

Other subjects and announcements

There were no other subjects and announcements.

For more information, the interested shareholders may contact the Investor Relations Department of the Company in the telephones +30 2162001381 or +30 2108119655 or in the email ir@europisti.gr.

The Chairman of the General Meeting The Secretary of the General Meeting

Nikolaos Chalkiopoulos George Gkouskos

Disclaimer

European Reliance General Insurance Co. SA published this content on 14 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2021 09:42:06 UTC.


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Financials
Sales 2020 223 M 261 M 261 M
Net income 2020 18,5 M 21,7 M 21,7 M
Net cash 2020 16,8 M 19,6 M 19,6 M
P/E ratio 2020 6,98x
Yield 2020 6,05%
Capitalization 133 M 156 M 156 M
EV / Sales 2019 0,57x
EV / Sales 2020 0,50x
Nbr of Employees 1 073
Free-Float 39,0%
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Managers and Directors
Christos I. Georgakopoulos Chief Executive Officer & Executive Director
Stefanos I. Verzovitis Vice Chairman & Chief Financial Officer
Nicolas X. Chalkiopoulos Chairman
Chrysoula Anagnostopoulou Director-Information Technology Department
Katerina Papadopoulou Chief Compliance Officer
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