At the meeting held on June 9 2017 and was completed on June 13, 2017, the Board of Directors of Liberty Life Insurance Public Company Ltd decided the following:
A: Final Results 2016 – Annual General Meeting on 19/7/2017
1. Examined and approved the audited consolidated results for the year ended December 31, 2016. Copies will be available at the Company’s Head Office, 10 Mnasiadou, Elma House, 5th floor, Nicosia. The results will also be available at the Company’s web page, www.libertylife.com.cy.
2. After examining the payment or not of a dividend, the Board of Directors decided not to propose to the AGM the payment of a dividend.
3. The Board of Directors also decided that the Annual General Meeting take place on Wednesday July 19, 2017 at 11.00 pm at the Company’s Head Office, 10 Mnasiadou, Elma House, 5th floor, Nicosia.
B: Extraordinary General Meeting
The Board of Directors examined and approved the restructuring of the company and its share capital. In order to adopt the said plan it also decided to convene an Extraordinary General Meeting which will take place soon after end of the Annual General Meeting which is set to take place on Wednesday June 19 2017 and will start on 11.30 p.m. at which Extraordinary General Meeting will be put for election the required by the Law and the Regulations resolutions for the completion of the following facts:
Every 100 existing shares which are now with an authorized value of €0,01 each to be consolidated and divided into 1 share of authorized value of €1,00 each. With this change the authorized share capital of the company which is now €19.000.00 divided into 1.100.000.000 “A Class” shares of €0,01 each and 800.000.000 “Class B” shares of €0,01 each, will become €19.000.000 divided into 11.000.000 “Class A” shares of €1,00 each and 8.000.000 “Class B” shares of €1,00 each. The issued share capital of the company which is now €1.708.037,07 divided into 90.803.707 “Class A” shares of €0,01 each and 80.000.000 “Class B” shares of €0,01 each will become €1.708.037,07 divided into 908.037 “Class A” shares of €1,00 each and €800.000 “Class B” shares of €1,00. As far any fractional balances that will arise as a result of the division of the number of shares by 100, when these are more than half then one share will be given and when less than half will be ignored. For example for 199 shares two shares will be given and for 149 one share will be given. All shareholders who now have less than 49 will not be any longer shareholders and will not be compensated as the net asset value of the share is negative.
After the implementation of the consolidation and division of the value of the share which is explained in paragraph 1 above, the authorized value of the share be reduced by €0,99 each i.e from €1,00 to €0,01 and this achieved with the write off of the losses of €1.690.956,63 that the company suffered to the extent of the issued number of shares, ie, 1.708.037 * €0,99 = €1.690.956,63. With the reduction of the nominal value of the share from €1,00 to €0,01 the nominal share capital of the company will become €190.000 divided into 11.000.000 “Class A” shares of €0,01 each and 8.000.000 “Class B” shares of €0,01 each. The issued share capital of the company will become €17.080,37 divided into 908.037 “Class A” shares of €0,01 each and 800.000 “Class B” shares of €0,01 each. The reduction of the share capital, according to the Company Law Cap.113 will be effective as from the date that the relevant certificate is issued by the Registrar of Companies.
With the implementation of the reduction of capital and at the same time with this, the authorized share capital of the company will be increased to its previous level, ie, to €19.000.000 divided into 1.100.000.000 “Class A” shares of € 0,01 each and 800.000.000 “Class B” shares of €0,01 each, with the creation of 1.089.000.000 new “Class A” shares of € 0,01 each and 792.000.000 “Class B” shares of €0.01 each, which will be the same in all respects with the existing ordinary share of the Company.
C: Shareholders Information about the General Meetings
All shareholders will be notified regarding the Annual and Extraordinary Meetings thought the relevant announcement in the Company’s website (www.libertylife.com.cy), the Cyprus Stock exchange’s website (www.cse.com.cy) as well as an announcement in the daily press. Under the relevant provisions of the Companies Law, no separate notice will be given to each shareholder of the Company.
By order of the Board of Directors
Nicosia, June 14 2017