Minerva Insurance Company Public LTD

M&A Activity • Nov 23, 2017

MINERVA INSURANCE COMPANY LTD

Nicosia, 23 November 2017

Re: Invitations to the Extraordinary General Meeting posted

We wish to inform you that the invitations for the Extraordinary General Meeting of the Company's shareholders, to be held on Tuesday, 19 December 2017 at 11.30 a.m., at 165, Athalassas Avenue, 2024 Strovolos, Nicosia, have been sent to the Company's shareholders by post. The agenda comprises the following item:

Further to the decision of its Board of Directors, dated 13/11/2017, MINERVA INSURANCE PUBLIC COMPANY LIMITED (HE3282) proposes through the Extraordinary General Meeting of the Company's shareholders the approval of the Merger with MINERVA ESTATE LIMITED (HE 3054), with the following resolution:

"The Company's Merger Plan with MINERVA ESTATE LIMITED (HE 3054) is proposed to be approved and is hereby approved".

The merger will result in the following:

• (a) Transfer of the entire business and all assets and liabilities of MINERVA ESTATE LIMITED to the Company.
• (b) Continuation by or against the Company of any legal proceedings pending by or against MINERVA ESTATE LIMITED.
• (c) Continuation by the Company and/or for the benefit of the Company, of any contract in which MINERVA ESTATE LIMITED is a contracting party.
• (d) Dissolution, without liquidation, of MINERVA ESTATE LLIMITED.
• (e) The creditors of MINERVA ESTATE LIMITED will become creditors of the Company.
• (f) The existing debts of MINERVA ESTATE LIMITED to the Company will be set off with the value of the immovable property that will come under the ownership of the Company due to the merger.
• (g) The existing mortgages and/or mortgage agreements drawn between MINERVA ESTATE LIMITED and mortgagees (to secure the Company's debts) and which have been duly registered with the competent land offices of the Republic of Cyprus, will continue to apply and charge the immovable property of MINERVA ESTATE LIMITD in order to secure the mortgagees (and creditors of MINERVA ESTATE LIMITED) despite their transfer to the Company.

The primary purpose and objective of the merger of the two companies is to simplify the structure of the Company's Group and, by extension, reduce its administrative costs, such as audit, legal, accounting and annual fees.

Moreover, the Merger of the two companies will improve the Company's solvency, as the immovable property of MINERVA ESTATE LIMITED will come under the ownership of the Company and, according to applicable accounting standards and/or based on Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of insurance and re-insurance (Solvency II), known as SOLVENCY II, their value will not be considered as "investment in shares" of another company, imposing the need to maintain additional reserves which have a negative impact on the Company's solvency ratio.

As already notified, shareholders may obtain printed copies of the proposed Merger Plan and the Directors' Reports of the two companies from the Company's head offices (165 Athalassas Ave., 2024 Strovolos, Nicosia). They will be available in electronic form on the CSE website www.cse.com.cy. They will also be available at the Company's Extraordinary General Meeting.

Takis Antoniou Secretary