to the Ordinary General Meeting of Shareholders
of INTERLIFE General Insurance Company S.A.

According to the Law and the Articles of Association of the Company and following the decision of its BoD of 26/05/2021, shareholders of «INTERLIFE GENERAL INSURANCE COMPANY S.A.» are invited to the Ordinary General Meeting, on Wednesday 16th of June 2021 at 04:00 p.m. (arrival time 03:30 p.m.) at Ktima Xristidi in Ano Peraia, Thessaloniki, on Metamorfosi street, in the region «Rema Xatzimpali», P.C. 57019 (detailed information about the location can be found at http://www.ktimaxristidi.gr/el/topothesia.aspx), in order to discuss and decide on the following items of the Daily Agenda:

  1. Submission and approval of the Annual Financial Statements for fiscal year 01/01/2020 - 31/12/2020 with the relevant reports and statements by the BoD and the Certified Public Auditor.
  2. Distribution of profits for the fiscal year 01/01/2020 - 31/12/2020.
  3. Approval of the Company¶s overall management by the BoD during fiscal year 01/01/2020 - 31/12/2020 according to the article 108 of Law 4548/2018 and discharge the Certified Public Auditors from any liability according to the article 117 par. 1 subpar. c of Law 4548/2018.
  4. Election of Certified Public Auditors for the audit of the Financial Statements of the fiscal year 01/01/2021 - 31/12/2021 and determination of their remuneration.
  5. Approval of remuneration of the members of the BoD for the fiscal year 01/01/2020 - 31/12/2020 and pre-approval of the remuneration of the members of the BoD for the fiscal year 2021.
  6. Approval of remuneration of the members of the Audit Committee for the 2nd half of the fiscal year 2020 and pre- approval of the remuneration of the Audit Committee for the fiscal year 2021.
  7. Validation and approval of the BoDs¶ decision of 30/12/2020 on the replacement of the resigned Board Member, Rodoula Tsiotsou (independent member) by Paschalina Gouta (independent member).
  8. Submission of the Annual Report of the Acts of the Audit Committee to the Shareholders for the fiscal year 01/01/2020-31/12/2020, according to article 44 of Law 4449/2017, as currently in force.
  9. Approval of the Fit & Proper of the BoD Members Policy, according to article 3 of Law 4706/2020.
  10. Election of a new BoD and appointment of its independent members.
  11. Appointment of the type, composition (amount of members and their identities) and term of the Audit Committee.
  12. Election of a new Audit Committee according to article 44 of Law 4449/2017.
  13. Submission to the General Meeting for discussion and voting of the Remuneration Report for fiscal year 01/01/2020- 31/12/2020, according to article 122 of Law 4548/2018, as currently in force (Shareholders¶ vote is advisory).
  14. Approval of the Remuneration Policy according to article 110 of Law 4548/2018.
  15. Provision of approval on the acquisition of Company¶s own shares according to article 49 of Law 4548/2018 and granting relevant authorization to the BoD to determine the exact starting time of the program and to regulate all formalities and procedures on the subject.
  16. Various announcements.

In case of non- achievement of the according to the law required quorum for decision- taking on the subjects of the Daily Agenda, any Repeat of the Ordinary General Meeting shall take place on Wednesday 23th of June 2021, at 04:00 p.m. on the exact same way as listed above, according to the provisions of article 130 par. 2 of Law 4548/2018, as currently in force. It is noticed that in case of a Repetitive Ordinary General Meeting there will be no new Invitation.

The Company according to the current legal framework, informs the Shareholders on the following:

Participation Rights

Each share entitles one vote.

Only the individuals and legal entities recorded as shareholders of the Company at the beginning of the fifth (5th) day before the date of the General Meeting, i.e. on the 11th of June 2021(record date) in the Company¶s Dematerialized Securities file, which is electronically kept at the Cyprus Stock Exchange (CSE) and in the registry of the Dematerialized Securities System managed by the «Greek Central Securities Depository SA» (ATHEXCSD) at the beginning of the fifth (5th) day before the date of the General Meeting, i.e. on the 11th of June 2021(record date)are entitled to participate and vote for the General Meeting.

The proof of shareholder¶s status will be evidenced directly through a direct online Company¶s connection with the Records of C.S.E and Hellenic Exchanges S.A.

Against the Company is considered to have a right to participate and vote in the Annual General Meeting, only whoever has the status of shareholder on the relevant record date.

For the Repetitive Annual General Meeting, shareholder¶s identity must be valid on the 11th of June 2021 (record date of the Annual General Meeting), i.e at the beginning of the fifth (5th) day before the date of the initial meeting of the Annual General Meeting of 16/06/2021, according to the provisions of Law 4548/2018, as currently in force.

There is no requirement for the shareholders who are entitled to participate and vote at the General Meeting to block their shares or limit, by other means, their right to sell or transfer their shares in the period between the Record Date and the General Meeting.

Proxy Voting Procedure

The shareholder may participate in the General Meeting and vote either in person or through proxy holders. Each shareholder may appoint up to three (3) representatives and the legal entities/shareholders up to three (3) persons.

A proxy acting for several shareholders may vote differently for each shareholder.

The appointment and the revocation or replacement of the representative or the proxy holder shall be made only in writing or by electronic means and shall be notified to the Company at least forty eight (48) hours before the set date of the General Meeting. According to the law, the shareholders of the Company that are legal entities have to deposit their legal documents within the same deadline.

The proxy form is available for the shareholders in printed form at the Company¶s head offices (14th km Thessaloniki Poligiros, Thermi), and in electronic form on the website www.interlife.gr. This form is sent, fully completed and signed, either by post to the head offices of the Company or on the fax number 2310499099 or by e-mail at investors@interlife.gr or deposited at the head offices of the Company at least forty eight (48) hours before the date of the General Meeting. In case that the proxy form is mailed to the Company or sent by fax or via e-mail, and therefore is not signed by the presence of the responsible employee of the Company, it should be stamped for the authenticity of the signature of the signatory shareholder, otherwise it will not be accepted by the Company. The beneficiary shareholder is required to provide for the confirmation of the successful delivery of the proxy¶s appointment form and its receipt by the Company, by contacting, during working days and hours, on the following phone numbers +302310499069 and +302310499070.

The proxy holder of the Shareholder is obliged to notify the Company, prior to the General Meeting, of any fact that may be useful to the Shareholders to identify the potential risks related to the assumption that the proxy holder may serve other interests than those of the represented shareholder. In accordance with the above, a conflict of interest may arise especially when the proxy holder: a) is a controlling Shareholder of the Company or other legal person or entity controlled by the controlling Shareholder, or b) is a member of the Board of Directors or the Company¶s management team in general or the controlling Shareholder of the Company or other legal person or entity controlled by the controlling Shareholder, or c) is an employee or certified auditor of the Company or the controlling Shareholder or other legal person or entity controlled by the controlling Shareholder of the Company, or d) is a spouse or first degree relative with the individuals referred to under (a) to (c) cases above.

Remote Voting Procedure

Shareholders who have the right to participate in the Annual General Meeting can vote remotely on the subjects of the Daily Agenda of the General Meeting, via voting before the General Meeting (remote voting). Therefore, shareholders who wish to participate in the voting of the subjects of the daily agenda via remote voting, shall visit the Company¶s site www.interlife.gr and to find the remote vote document- ballot paper form with the subjects on the Daily Agenda of the Ordinary General Meeting.

The remote vote document- ballot paper shall be filled out and lawfully signed and stamped for the authenticity of the signature of the signatory (shareholder or his proxy) either by post to the head offices of the Company or on the fax number 2310499099 or by e-mail at investors@interlife.gr or deposited at the head offices of the Company. The beneficiary shareholder is required to provide for the confirmation of the successful delivery of the remote vote document- ballot paper form and its receipt by the Company, by contacting, during working days and hours, on the following phone numbers +302310499069 and +302310499070.

It is noticed that Shareholders that shall vote remotely will be taken into consideration for the formation of quorum and majority, provided that the relative votes have been received by the Company at least before 04.00 p.m. of 15/06/2021.

Minority Rights

The Company informs the Shareholders that:

  • Shareholders that represent one twentieth (1/20) of the paid up share capital, are entitled to request to include additional items on the Daily Agenda of the General Meeting, if the relevant application is submitted to the Board of Directors at least fifteen (15) days before the set date for the General Meeting, i.e. until 01/06/2021. The application including additional items on the Agenda is accompanied by a justification or a draft resolution to be submitted for approval to the General Meeting and the revised Agenda is required to be published in the same manner as the original Agenda, thirteen (13) days before the General Meeting and must be made at the same time available to the shareholders at the Company¶s website, with the justification or the draft decision submitted by the shareholders according to the provisions of article 123, par. 4 of Law 4548/2018.
  • Following an application of Shareholders representing one twentieth (1/20) of the paid up share capital, the BoD makes available to the Shareholders, at least six (6) days prior to the date of the General Meeting the draft resolutions on the items that have been included in the original or the revised Daily Agenda, provided that the relevant application is submitted to the Board of Directors at least seven (7) days before the date of the General Meeting, according to the provisions of article 123 par. 3 of Law 4548/2018.
  • Following an application submitted to the Company at least five (5) days prior to the Annual General Meeting, any Shareholder may ask from the Board of Directors to disclose to the General Meeting all requested specific information concerning the Company¶s corporate affairs, in case that such information is useful for the actual assessment of the items on the Daily Agenda. Also, following an application of Shareholder¶s representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to announce to the General Meeting, since this is ordinary, the amounts paid to each member of the Board of Directors or to the Company¶s Executives during the last two years, as well as any amounts paid to these individuals for whatever reason or agreement. To all of the above cases, the BoD may decline to provide information for a very substantial reason, which must be mentioned in the minutes.
  • Shareholders that represent 1/10 of the paid up share capital, after submitting an application to the BoD at least five (5) days prior to the Annual General Meeting of Shareholders, have the right to ask from the Board of Directors to provide to the Annual General Meeting of Shareholders information with respect to the course of the Company¶s affairs and the Company¶s financial position. The BoD may deny the provision of information for a very substantial reason, which must be mentioned in the minutes.
  • Following an application of Shareholder¶s representing one twentieth (1/20) of the paid up share capital, the decision on issue or issues of the Daily Agenda provision is carried by roll call.

In all above mentioned cases, the requesting shareholders have to prove their shareholding status and, apart from the case of the first sentence of par. 6 subpar. 1 of article 141 of Law 4548/2018, the number of shares held in the exercise of the relevant right.

The shareholder may prove the shareholder¶s identity by any legal means and based on the updates of the Company by the Central Securities Depository, provided the Depository provides registry services or via the intermediaries that are participating and registered in the Central Securities Depository, in any other case.

Available Documents & Other Information

The Invitation, the proxy form, the remote vote document- ballot paper form, the draft resolutions/ proposals of the BoD on the items of the Agenda, the minority rights in accordance with article 141 of Law 4548/2018, as currently in force, as well as the documents that will be submitted to the Ordinary General Meeting are available in printed form at the premises of the Company, 14th km Thessaloniki Poligiros, Thermi (tel. +302310499069 & +302310499070) as well as in electronic form on the website of the Company at www.interlife.gr

Thessaloniki, 26/05/2021

The Board of Directors of INTERLIFE General Insurance Company S.A.

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Interlife General Insurance SA published this content on 26 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2021 14:14:05 UTC.