LifeStar Holding p.l.c. - 213800ITI6O1U2UXH389

	Pages
Chairman and CEO statement – LifeStar Holding plc	2 - 7
Directors’ report	8 - 11
Statement of directors’ responsibilities	12 – 14
Corporate Governance – Statement of compliance	15 - 23
Remuneration report	24 - 26
Statement of comprehensive income	27 - 28
Statement of financial position	29 - 30
Statement of changes in equity	31 - 34
Statement of cash flows	35 - 37
Material accounting policies	38 – 79
Notes to the financial statements	80 - 175
Independent auditor’s report	176 – 186

Chairman and CEO Statement - LifeStar Holding plc

For the Financial Year Ended 31 December 2024

2

LifeStar Holding p.l.c. – Annual Financial Report 2024

Prof. Paolo Catalfamo – Executive ChairmanRoberto Apap Bologna – Group CEO

Introduction

The year 2024 has been a defining period for LifeStar Group, marked by strong financial performance, strategic growth, and an unwavering commitment to innovation, regulatory compliance, and operational excellence. Amid evolving economic conditions, regulatory changes, and industry-wide digital transformation, we continued to strengthen our market position while upholding our values and responsibilities to stakeholders.

As we present the financial statements for the year ending December 31, 2024, we are excited to highlight key milestones, reflect on the challenges we navigated, and outline our strategic vision for the future.

Business Performance & Strategic Growth

Throughout 2024, LifeStar Group achieved notable revenue growth, fuelled by organic expansion, product innovation, and geographical diversification.

Aligned with our company vision, we successfully embarked on a journey of international expansion. The execution of our passporting strategy established our presence in Italy, allowing us to serve a broader client base, while reinforcing our commitment to penetrate the European market. These developments are pivotal in our long-term strategy to position LifeStar as a regional leader in the insurance sector. The following map illustrates the number of policies either in the process of being concluded or sold between 1 September to 31 December 2024, resulting in actual sales for this period amounting to €486,984 and a total of 373 life covers.

Chairman and CEO Statement - LifeStar Holding plc (continued)

For the Financial Year Ended 31 December 2024

3

LifeStar Holding p.l.c. – Annual Financial Report 2024

Business Performance & Strategic Growth (Continued)

We also remain committed to enhancing customer value through digital transformation. A key milestone this year was the initiation of a 10-year digitalisation partnership with Vermeg Ltd, the creators of the life insurance policy management system, Solife. This strategic investment will modernise our operations, streamline processes, and improve service delivery through improved technological infrastructure. In parallel, we conducted a comprehensive review of our product portfolio, launched new insurance solutions, and revamped existing offerings to ensure they align with our customers’ evolving needs.

The successes of 2024 are reflected in our key performance indicators:

Gross Written PremiumYear-on-Year +12.3%

Insurance Revenue+ 5.3%

Insurance service result- 12.3%

Net Insurance financial result+ 4.1%

Our Life business generated Gross Written Premiums of €25.64M, a 12.3% uplift on the previous year, while LifeStar Health contributed €1.1M in premium commissions, a 6.5% increase on the same period last year, to the overall results. At the Insurance Group level, LifeStar served 40,447 Policy Holders and generated a Total Income of €5.9 million. Additionally, our Total Assets grew to €156 million (2024: €144 million).

Chairman and CEO Statement - LifeStar Holding plc (continued)

For the Financial Year Ended 31 December 2024

4

LifeStar Holding p.l.c. – Annual Financial Report 2024

LifeStar Health Limited (“LifeStar Health”) has also experienced some very positive results. It once again distributed a net interim dividend to LifeStar Insurance plc of €440K and revenue has remained above the €1 million record resulting in a 6.5% increase on the previous year. Earnings before interest, tax, company recharges and amortisation for the year 2024 increased by 2.01% over last year to €668K from €655K. Profit before tax reduced by €109K when compared to the same period last year, as well as the reduction in profit commission of €123K compared to 2023.

GlobalCapital Finance Management Ltd (“GCFM”) During the year ending 31 December 2024, the Company generated revenue of €616K (2023: €662K) and other income of € nil (2023: €89K). The Company recognised reversal of provisions for claims settlement of € 413K (2023: additional provision € 33K) and recorded settled claims of € 353K (2023: € 113K) in its statement of comprehensive income. However, this was offset by direct costs and administrative expenses totalling € 826K (2023: € 748K) which principally relate to recharged salaries € 396K (2023: € 428K) and legal and professional fees of € 231K (2023: €151K).

During 2023, the shareholder has reclassified amounts payable of € 200K to shareholder’s loan as both parties agreed that the amount will be repayable at the discretion of the borrower. Shareholder loans and contribution amount to € 1,407K (2023: € 1,407K). This amount includes a share capital contribution done in 2020 amounting to € 504K, the latter is subject to regulatory approval. As set out in note 19 the shareholder’s loan is unsecured, interest free, repayable at the discretion of the Company and has no fixed repayment.

Regulatory Compliance & Corporate Governance

LifeStar remains fully committed to upholding the highest standards of corporate governance and regulatory compliance. In 2024, the financial sector faced increased scrutiny from regulators, prompting our organisation to proactively engage in compliance efforts that align with international best practices and regulatory requirements.

Additionally, we addressed key regulatory reviews, including a Malta Financial Services Authority (MFSA) investigation and a ‘minded letter’ issued last June 2024, reaffirming our commitment to ethical business practices and financial prudence. We are still awaiting the settlement agreement from the MFSA. Our leadership team worked closely with regulatory authorities to ensure full compliance, demonstrating our proactive approach to risk management and corporate responsibility.

We remain vigilant in monitoring regulatory trends that impact our industry, particularly in areas such as solvency requirements, thematic reviews, and digital resilience. The introduction of the Digital Operational Resilience Act (DORA) highlights the growing importance of cloud-based infrastructure, cybersecurity, and operational resilience; all key components of our long-term technology strategy.

Economic & Market Environment

The macroeconomic landscape in 2024 remains complex, influenced by high interest rates, persistent inflationary pressures, and geopolitical uncertainties. Globally, interest rates remain high, with the US and the UK both at 4.5%, and the Euro Area at 2.65%. Inflation rates also remain high, with a global median inflation of 1.9%. Key economies, such as Argentina (66.9%) and Turkey (42.5%), are also grappling with severe inflation.

The following graph depicts the key interest rates of the European Central Bank

Chairman and CEO Statement - LifeStar Holding plc (continued)

For the Financial Year Ended 31 December 2024

5

LifeStar Holding p.l.c. – Annual Financial Report 2024

One of the most significant external factors shaping global markets has been a series of elections across key economies, resulting in shifts toward more nationalistic governance policies. In 2024, countries like the US, India, and several European countries witnessed a rise in far-right parties. These political developments introduced trade uncertainties, and led to fiscal policy adjustments, and regulatory shifts, all of which had a cascading effect on financial markets.

In Europe, the challenges of high interest rates and inflation persist. The Euro Area's inflation rate stands at 2.4%, with interest rates at 2.65%. The EU faces economic hurdles exacerbated by geopolitical tensions and the repercussions of nationalistic governance. These factors contributed to trade uncertainties and fiscal policy adjustments, impacting the region’s overall economic stability.

Despite these external challenges, Malta demonstrated resilience, maintaining a relatively strong economic growth rate compared to other European countries. Malta's GDP growth rate was 4.9% in the third quarter of 2024, although it slowed to 2.8% in the fourth quarter. This growth is driven by robust private consumption and services exports.

However, key structural challenges remain. The sustainability of the state pension system is in question, with projections indicating potential significant deficits relative to GDP by 2061. Recent reforms have tightened the system for those born in and after 1962, requiring longer work periods and higher contributions. Despite these reforms, pensions’ adequacy remains a concern, particularly for low-income earners who may struggle to save for retirement.

Additionally, Malta's labour market is increasingly reliant on third-country nationals (TCNs), who are essential to maintaining economic momentum. As of 2024, TCNs make up 28.7% of Malta’s active workforce, predominantly employed in sectors such as administration, accommodation, food services, construction, and manufacturing. This dependency underscores the need for comprehensive migration policies to ensure these workers are properly integrated and treated fairly.

As an organisation operating within this dynamic environment, we continue to adapt our strategic planning, financial modelling, and risk assessment frameworks to mitigate potential economic pressures.

Investing in Our People & Culture

At LifeStar, we believe our success is driven by our people’s passion. In 2024, we continued to prioritise talent development, employee engagement, and workplace inclusivity. A key focus has been on professional growth, with the company sponsoring employees to complete the Chartered Insurance Institute (CII) certification. Additionally, we expanded our internship and trainee programmes,

Chairman and CEO Statement - LifeStar Holding plc (continued)

For the Financial Year Ended 31 December 2024

6

LifeStar Holding p.l.c. – Annual Financial Report 2024

offering MCAST students and summer interns invaluable hands-on experience in the insurance sector.

Diversity and inclusion are the cornerstones of our workforce strategy. We are proud to report significant progress in gender representation at the management level, with a notable increase in female leadership. These efforts reflect our broader vision to foster a workplace culture that champions equality, innovation, and continuous learning.

In addition to professional development, we also appreciate the importance of a healthy work-life balance and a positive working atmosphere. We host regular festivities for employees, and their families, as well as small events that create a sense of community and belonging. Our goal is to ensure LifeStar is not just an employer, but a place where everyone feels connected.

Corporate Social Responsibility & Community Engagement

At LifeStar, our commitment extends beyond financial success. We remain deeply invested in corporate social responsibility (CSR) and community engagement. In 2024, we actively supported various initiatives that promote healthcare, sports, education, and social welfare.

Some of our key activities included:

•The Puttinu Good Friday Walk: Our employees showed solidarity with cancer patients by taking part in this fund-raising walk.

•Sponsorship of international events: LifeStar sponsored prominent gatherings such as the NIAF Gala in the United States, and Investopia in Dubai and Milan where our executive chairman, Prof. Paolo Catalfamo, was a speaker.

• Malta Marathon Sponsorship: In 2023, LifeStar committed to be the marathon’s main sponsor for three years. This event, which has become a popular fixture on international and local athletes’ calendar, saw several of our employees take an active part.

•Health and well-being initiatives: LifeStar made a number of contributions, including to the Marigold Foundation for rare disease awareness and financial aid for Andrea’s recovery fund.

•Support for local sports: Our partnership with the local football Premier League brought people across Malta together for the love of the game.

•Collaborations with business organisations: Our partnerships with key entities, such as Finance Malta and the Malta Chamber of Commerce, reinforce our role in Malta’s business and financial community.

These initiatives reflect our belief that corporate success must be accompanied by a meaningful contribution to society. We remain committed to upholding these values as we grow and evolve.

Chairman and CEO Statement - LifeStar Holding plc (continued)

For the Financial Year Ended 31 December 2024

7

LifeStar Holding p.l.c. – Annual Financial Report 2024

Board & Leadership Developments

We extend our gratitude to the entire Board, whose guidance, vision, and leadership have been instrumental in steering the company through regulatory changes, technological advancements, and market expansion efforts.

We would also like to welcome on board Mr. Alessio Germani who has been appointed as LifeStar Insurance plc’s CEO on 20 March 2025.

Looking Ahead: Our Vision for Innovation & Sustainable Growth

As we look ahead, LifeStar is well-positioned to seize emerging opportunities, while addressing potential challenges. Our strategic focus in the coming years will be on:

•Strengthening digital capabilities through the continued investment in cutting-edge technology and automation to increase efficiency and service delivery.

•Enhancing customer experience by leveraging data-driven insights and innovative product offerings.

•Navigating regulatory changes with a proactive and compliant approach to ensure we remain ahead of the game.

•Expanding our market reach and profitability by pursuing expansion opportunities abroad and engaging in strategic partnerships.

•Fostering a dynamic, inclusive, and high-performing workforce that drives business success.

We end this report by expressing our sincere appreciation to our employees, TIIs, Customers, Shareholders, and Business Partners for their trust, dedication, and collaboration. Together, we will continue to build a future defined by excellence, innovation, and resilience.

Directors’ Report

For the Financial Year Ended 31 December 2024

8

LifeStar Holding p.l.c. – Annual Financial Report 2024

The Directors present their annual report and the audited consolidated financial statements for the year ended 31 December 2024.

Principal activities

LifeStar Holding p.l.c. (the “Company”) together with its subsidiaries (the “Subsidiaries”), together hereinafter referred to as the “LifeStar Group” or “the Group”, is involved in:

-the carrying on of long-term business of insurance under the Insurance Business Act (Cap. 403 of the Laws of Malta);

-acting as an agent for sickness and accident insurance in terms of the Insurance Distribution Act (Cap. 487 of the Laws of Malta);

-the provision of investment services and advice in terms of the Investment Services Act (Cap. 370 of the Laws of Malta); and

-the provision on behalf of Group undertakings of property management and consultancy services, including property acquisitions, disposals and development projects.

Review of business

Consolidated results

LifeStar Holding plc on a consolidated basis generated a total loss for the year after tax of €598K compared to a loss of €182K in 2023. This adverse result is mainly due to several reasons, further details may be found in the following paragraphs.

During the year, the Group continued to undertake restructuring and transformation activity to align the business operations with the Board’s approved strategy and to strengthen its capital based. This was achieved by implementing a holistic strategic plan, designed to permanently resolve various legacy issues that continue to negatively impact the LifeStar Group and to support the consolidation and future growth of the Group.

Total group assets increased by 8% (2023: decrease by 7%) from €142 million as at 31 December 2023 to €152 million as at 31 December 2024. Total Liabilities increased by €10.4 million when compared to the previous year closing off at €136 million. Total equity closed off at €16.1 million compared to €16.17 million in 2023, a reduction of €598K.

LifeStar Insurance p.l.c. (“LSI plc”)

The financial statements being presented are under IFRS 17 which came into effect on 1 January 2023.

LifeStar Insurance plc (LSI) registered a loss before tax of €538K compared to a restated profit before tax of €477K in 2023. The adverse performance is the combined result of higher insurance revenue, which grew by €297K or 5.3% when compared to the previous year. On the other hand, insurance service expense increasing by €1.3 million. The Insurance Service Result from Insurance Contracts Issued amounted to €2.7 million compared to €3.7 million in 2023. The Insurance Service Results closed off at €2.1 million compared to €2.3 million in 2024.

As mentioned above Gross Written Premium increased by 12.3%, our pension related products increased by 42.8% over the previous year, our protection policies increase by 6.3% and Group Life increased by 36.6%. Net Insurance Financial Results closed off at €1.2 million showing a marginal increase on 2023.

Directors’ Report (continued)

For the Financial Year Ended 31 December 2024

9

LifeStar Holding p.l.c. – Annual Financial Report 2024

In 2024 LifeStar Health Limited declared a gross interim dividend of €583K, a net dividend of €440K (2023: gross €596K / net dividend €500K). Over the past four years, LifeStar Health has distributed just over €3 million in gross dividends to its immediate parent, LifeStar Insurance plc.

Total assets of LSI increased by €11.5 million when compared to the restated previous year to close off at €156 million. Total liabilities increased by €11.7 million when compared to restated 2023 mainly due to the increase in Insurance contract liabilities which increased by €10.5 million. Total equity decreased by €243K.

The Board of directors approved a 2024 bonus declaration of 3.5% for Money Plus policies (2023: 3.5%) and 1.0% (2023: 1.0%%) for all other interest sensitive products. The Company also announced a bonus rate of 0.5% (2023: 0.5%) for paid up policies.

LifeStar Health Limited

This is the second consecutive year where total commissions earned from normal operations exceeded the €1 million mark, registering a 6.5% uplift on the previous year. Total commissions receivable, including profit commission, remained fairly stable over last year with a slight reduction of 1.1% over the same period last year, due to higher claims. We have also experienced a notable increase in the value of claims, with an increasing number of clients seeking cancer treatment, among others. This seems to have been the general trend throughout the health insurance market in 2024, with several policy holders of Bupa Malta receiving treatment abroad that may not be available in Malta. Gross contribution reduced marginally by 2.54% over the same period last year.

Earnings before interest, tax, company recharges and amortisation for the year 2024 increased by 2.01% over last year to €668K from €655K. Profit before tax reduced by €109K when compared to the same period last year, as well as the reduction in profit commission of €123K compared to 2023.

Total assets decreased by €894K to close off at €1.4 million when compared to €2.3 million in 2023 The decrease is mainly due to a reduction in cash & cash equivalents. Total equity reduced by €196K to close off at €787K compared to 2023 of €982K, mainly due to the distribution of the dividend. Total liabilities decreased by €698K to close off at €653K. This decrease is mainly due to a reduction in trade and other payables.

LifeStar Health Limited is required to comply with the own funds requirement as set by the Malta Financial Services Authority. The minimum capital requirements (defined as “the capital resource requirements”) must be maintained at all times throughout the year. LifeStar Health Limited monitors its capital level through detailed reports compiled with management accounts. Any transactions that may potentially affect LifeStar Health Limited’s regulatory position are immediately reported to the directors for resolution prior to notifying the Malta Financial Services Authority. The Company always exceeded the required minimum capital requirements during the year under review.

GlobalCapital Financial Management Limited (“GCFM”)

During the year ending 31 December 2024, GCFM generated revenue of €616K (2023: €662K) and other income of €nil (2023: €89K). The Company recognised reversal of provisions for claims settlement of €413K (2023: additional provision €33K) and recorded settled claims of €353K (2023: €113K) in its statement of comprehensive income. However, this was offset by direct costs and administrative expenses totalling €826K (2023: €748K) which principally relate to recharged salaries €396K (2023: €428K) and legal and professional fees of €231K (2023: €151K).

During 2023, the shareholder has reclassified amounts payable of €200K to shareholder’s loan as both parties agreed that the amount will be repayable at the discretion of the borrower. Shareholder loans and contribution amount to €1,407K (2023: €1,407K). This amount includes a share capital contribution done in 2020 amounting to €504K, the latter is subject to regulatory approval. As set out in note 19 the

Directors’ Report (continued)

For the Financial Year Ended 31 December 2024

10

LifeStar Holding p.l.c. – Annual Financial Report 2024

shareholder’s loan is unsecured, interest free, repayable at the discretion of the Company and has no fixed repayment date.

Future outlook

The directors intend to continue to operate in line with the Group’s current business plan.

Principal risks and uncertainties

The Group’s principal risks and uncertainties are further disclosed in Note 1 – Critical accounting estimates and judgements, Note 2 – Management of insurance and financial risk, and Note 15 – Investment property disclosing the significant observable inputs.

Financial risk management

Note 2 to the financial statements provides details in connection with the Group’s use of financial instruments, its financial risk management objectives and policies and the financial risks to which it is exposed.

Results and dividends

The consolidated statement of comprehensive income sets out the results of the Group. The Group’s total comprehensive loss after tax amounted to €0.6 million (2023: loss of €0.1million), whilst the pre-tax loss for the year amounted to €0.9 million (2023: loss of €0.04 million). The Directors do not recommend the declaration of a dividend (2023: Nil). However, a net dividend of €0.4 million was declared by LifeStar Health Limited as subject to regulatory no objection.

Events after the financial reporting date

As we progress through 2025, certain events which might have the potential of impacting the results of the holding company and the group are possible repercussions from the conflicts in the middle-east and in Ukraine on the European and, more generally, on the world economy as well as fluctuating inflation and stock market uncertainty.

Post the end of the reporting date however, as aforementioned, the potential risks to the performance of any company is from high inflation witnessed in the last few months which has forced many major central banks to increased interest rates as a counter-measure for inflation we have started seeing signs of interest reductions though inflation still remains volatile.

So far, Malta has been well shielded from increases in fuel and utility prices, though the Government has hinted that this may not be sustainable in the longer term. We have also seen increased pressure from the EU on a possible removal of these subsidies. Should the government halt its subsidies on energy and other assistance to industry in general, this could lead to further price increases and possibly a reduction in disposable income, which would adversely influence the propensity to save.

To date we have not seen any impact on the level of business being written with us. Our next challenge is now to increase efficiency even further to mitigate as much as possible the effect of rising prices but also with a view to help in protecting the environment in line with national targets and efforts done by industry as well as our peers.

We are not otherwise aware of any further events that could possibly have an effect on the operations of the LifeStar Holdings Group.

Directors’ Report (continued)

For the Financial Year Ended 31 December 2024

11

LifeStar Holding p.l.c. – Annual Financial Report 2024

Going concern

The Directors, as required by Capital Markets Rule 5.62, have considered the Group’s operating performance, the statement of financial position at year end, as well as the business plan for the coming year, and they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Directors

The Directors of the Company who held office during the period were:

Paolo Catalfamo (Executive Chairman)

Joseph Schembri (Senior Independent Director)

Joseph Vincent Del Raso

Gregory Eugene McGowan

Cinzia Akbaraly Catalfamo

In terms of the Company’s Articles of Association, Directors elected at an Annual General meeting shall hold office until the next subsequent Annual General Meeting, unless they resign or are removed from office. On the lapse of such term, a Director shall be eligible for re-appointment.

Remuneration Committee and Corporate Governance

The Board of Directors has set up an Audit and Risk Committee, as well as a Remuneration and Nominations Committee. The Board of the Company will be submitting to the Shareholders at the next Annual General Meeting the Remuneration Report for the financial year ending 31 December 2024 (the “Reporting Period”). The Remuneration Report is drawn up in accordance with, and in fulfilment of the provisions of Chapter 12 of the Capital Markets Rules issued by the Malta Financial Services Authority (“Capital Markets Rules”) relating to the Remuneration Report and Section 8A of the Code of Principles of Good Corporate Governance (Appendix 5.1 of the Capital Market Rules) regarding the Remuneration Statement.

The Remuneration Report provides a comprehensive overview of the nature and quantum of remuneration paid to the individual Directors and members of Executive Management during the Reporting Period and details how this complies with the Company’s Remuneration Policy. The Remuneration Report is intended to provide increased corporate transparency, increased accountability and a better shareholder oversight of the remuneration paid to Directors and members of Executive Management. The contents of the Remuneration Report have been reviewed by the Company’s Auditors to ensure that the information required in terms of Appendix 12.1 of the Capital Market Rules has been included.

The Group’s arrangements for corporate governance are reported in the ‘Corporate Governance – State.

Statement of directors’ responsibilities

For the Financial Year Ended 31 December 2024

12

LifeStar Holding p.l.c. – Annual Financial Report 2024

The Directors are required by the Insurance Business Act (Cap. 403 of the Laws of Malta), the Investment Services Act (Cap. 370 of the Laws of Malta) and the Companies Act (Cap. 386 of the Laws of Malta) to prepare financial statements which give a true and fair view of the state of affairs of the Group as at the end of each financial year and of the profit or loss for that year.

In preparing the financial statements, the Directors are responsible for:

•ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards (IFRS’s) as adopted by the EU;

•selecting and applying appropriate accounting policies;

•making accounting estimates that are reasonable in the circumstances; and

•ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group will continue in business as a going concern.

The Directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Group and which enable the Directors to ensure that the financial statements comply with the Companies Act (Cap. 386 of the Laws of Malta). This responsibility includes designing, implementing and maintaining such internal control as the Directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Directors are also responsible for safeguarding the assets of the Group and including by taking reasonable steps for the prevention and detection of fraud and other irregularities.

Remuneration Committee and Corporate Governance (Continued)

In addition, the Directors are required to ensure that the Group companies have, at all times, complied an observed the various requirements, more specifically that LifeStar Insurance p.l.c. adhered to the provisions and requirements of the Insurance Business Act (Cap. 403 of the Laws of Malta); that LifeStar Health Limited has, at all times, complied with and observe the various requirements of the Insurance Distribution Act (Cap. 487 of the Law of Malta); and that Global Capital Financial Management Limited was in compliance of the Investment Services Act (Cap. 370 of the Laws of Malta).

Information provided in accordance with Capital Markets Rule 5.70.1

There were no material contracts to which the Company, or its subsidiary was a party, and in which anyone of the Company’s Directors was directly or indirectly interested.

Auditors

Grant Thornton have intimated their willingness to continue in office.

A resolution to reappoint Grant Thornton as auditor of the Group will be proposed at the forthcoming annual general meeting.

Information pursuant to Capital Markets Rule 5.64

The Company has an authorised share capital of €58,234,400 divided into 200,000,000 ordinary shares with a nominal value of €0.291172 each (2023: €58,234,400). The issued share capital of the Company is €7,017,841,81 dividend into 24,102,049 ordinary shares of the nominal value of €0.291172 each.

Statement of directors’ responsibilities (continued)

For the Financial Year Ended 31 December 2024

13

LifeStar Holding p.l.c. – Annual Financial Report 2024

Information pursuant to Capital Markets Rule 5.64 (continued)

The issued shares of the Company consist of one class of ordinary shares with equal voting rights attached. The shares carry equal rights to participate in any distribution of dividends declared by the Company. Each share shall be entitled to one vote at the meetings of the shareholders. The shares are freely transferable in accordance with the rules and regulations of the Malta Stock Exchange, as applicable from time to time, and in terms of the provisions of the Articles of Association of the Company.

The Directors confirm that, as at 31 December 2024, Investar p.l.c. 60.58% (2023: 60.58%), GlobalCapital Financial Management Limited as nominee for Client accounts 30.81% (2023: 30.81%) held a shareholding in excess of 5% of the total issued share capital.

The Nominations and Remuneration Committee of the Board of Directors currently consists solely of independent Non-Executive Directors. It has the responsibility to assist and advise the Board of Directors on matters relating to the remuneration of the Board of Directors and senior management, in order to motivate and retain executives and ensure that the Company is able to attract the best talents in the market in order to maximise shareholder value.

The rules governing the appointment and replacement of the Company’s Directors are contained in Articles 73 to 81 of the Company’s Articles of Association. Directors of the Company shall be elected on an individual basis by ordinary resolution of the Company in general meeting. The said ordinary resolution shall be determined and decided by means of a poll. The Company may, by an ordinary resolution of the members entitled to vote at a general meeting of the Company, remove any Director before the expiration of his term of office.

The Directors can only issue and allot shares up to such maximum amount not exceeding the authorised share capital of the Company, as may be authorised by ordinary resolution of the general meeting in accordance with section 85 of the Companies Act. This and other powers vested in the Company’s Directors are confirmed in Articles 82 to 99 of the Company’s Articles of Association.

It is hereby declared that as at 31 December 2022, the information required under Capital Markets Rules 5.64.4, 5.64.5, 5.64.7, 5.64.10 and 5.64.11 is not applicable to the Company.

Information pursuant to Capital Markets Rule 5.70.1

The Company made advances to Investar p.l.c. during the year which were still outstanding as at 31 December 2024. Other than the above, there were no material contracts to which the Company, or its subsidiary was a party, and in which anyone of the Company’s Directors was directly or indirectly interested.

Information pursuant to Capital Markets Rule 5.70.2

The Company Secretary is Dr Clinton Calleja and the registered office is LifeStar Holding p.l.c., Testaferrata Street, Ta’ Xbiex, Malta.

Statement by the Directors pursuant to Capital Markets Rule 5.68

We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this Director’s Report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Statement of directors’ responsibilities (continued)

For the Financial Year Ended 31 December 2024

14

LifeStar Holding p.l.c. – Annual Financial Report 2024

Statement by the Directors pursuant to Capital Markets Rule 5.68 (continued)

Signed on behalf of the Board of Directors on 30 April 2025 by Prof. Paolo Catalfamo (Chairman) and Joseph Schembri (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Corporate Governance – Statement of compliance

For the Financial Year Ended 31 December 2024

15

LifeStar Holding p.l.c. – Annual Financial Report 2024

Introduction

Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the Company whose equity securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance (“the Code”) as contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules. In terms of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code.

The Company acknowledges that the Code does not prescribe mandatory rules but recommends principles so as to provide proper incentives for the Board of Directors (“the Board”) and the Company’s management to pursue objectives that are in the interests of the Company and its shareholders. Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review, and hereby provides its report thereon.

As demonstrated by the information set out in this statement, the Company believes that during the reporting period, it has been in full compliance with the Code.

Compliance with the Code

Principles One and Four: The Board

The Directors report that for the financial year under review, the Directors have provided the necessary leadership in the overall direction of the Company and have performed their responsibilities for the efficient and smooth running of the Company with honesty, competence and integrity. The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations.

Directors, individually and collectively, are of appropriate calibre, with the necessary skill and experience to assist them in providing leadership, integrity and judgement in directing the Company towards the maximisation of shareholder value and to make an effective contribution to the leadership and decision-making processes of the Company as reflected by the Company’s strategy and policies. In fact, the Board comprises of a number of individuals, with extensive knowledge of insurance, financial markets and regulatory matters. Members of the Board are selected on the basis of their core competencies and professional background in the industry so as to ensure the continued success of the Company.

All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of the Company. The Board is accountable for its performance and that of its delegates to shareholders and other relevant stakeholders.

Its responsibilities also involve the oversight of the Company’s internal control procedures and financial performance, and the review of business risks facing the Company, ensuring that these are adequately identified, evaluated, managed and minimised. The activities of the Board are exercised in a manner designed to ensure that it can effectively supervise the operations of the Company and protect the interests of bondholders, external borrowers and the shareholders.

The Company has a structure that ensures a mix of executive and non-executive directors and that enables the Board to have direct information about the Company’s performance and business activities.

All directors are required to:

•Exercise prudent and effective controls which enable risk to be assessed and managed in order to achieve continued prosperity to the Company;

•Be accountable for all actions or non-actions arising from discussion and actions taken by them or their delegates;

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

16

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principles One and Four: The Board (Continued)

•Determine the Company’s strategic aims and the organisational structure;

•Regularly review management performance and ensure that the Company has the appropriate mix of financial and human resources to meet its objectives and improve the economic and commercial prosperity of the Company;

•Acquire a broad knowledge of the business of the Company;

•Be aware of and be conversant with the statutory and regulatory requirements connected to the business of the Company;

•Allocate sufficient time to perform their responsibilities; and

•Regularly attend meetings of the board.

In terms of the Capital Markets Rules 5.117 – 5.134 the Board has established an Audit committee to monitor the Company’s present and future operations, threats and risks in the external environment and current and future strengths and weaknesses. The Audit committee ensures that the Company has the appropriate policies and procedures in place to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards. The Audit committee has a direct link to the board and is represented by the Chairman of the Audit committee in all Board meetings.

Principle Two: Executive Chairman and Chief Executive Officer

In compliance with the provisions of this Principle, the functions of the Executive Chairman and the CEO of the Company are segregated from one another. Prof. Paolo Catalfamo occupies the post of Executive Chairman whilst Mr Roberto Apap Bologna occupies the post of CEO.

Prof. Paolo Catalfamo occupies the post of Executive Chairman and is responsible to:

•Lead the board and set its agenda;

•Ensure that the directors of the board receive precise, timely and objective information so that they can take sound decisions and effectively monitor the performance of the Company;

•Ensure effective communication with shareholders; and

•Encourage active engagement by all members of the board for discussion of complex or contentious issues.

Joseph C. Schembri is appointed as the Senior Independent Director of the Company to act a reference and coordination point for the requests and contributions of non-executive directors and, in particular, those who are independent.

The regulated operating subsidiaries of the Company, LifeStar Insurance plc, LifeStar Health Limited and GlobalCapital Financial Management Limited each have a CEO or Managing Director. The CEO of LifeStar Insurance plc is Alessio Germani. The Managing Director of LifeStar Health Limited is Adriana Zarb Adami. In the case of GlobalCapital Financial Management Limited, the Managing Director is Konrad Camilleri.

Principle Three: Composition of the Board

In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made to fill a casual vacancy on the Board, and which appointment would expire at the Company’s Annual General Meeting following appointment. Any vacancy among the Directors may be filled by the co-option of another person to fill such vacancy, which co-option shall be made by the Board of Directors.

The Board has the overall responsibility for the activities carried out within the Company and the Group. The Board understands and fully appreciates the business risk issues and key performance indicators affecting the ability of the Company to achieve its objectives.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

17

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Three: Composition of the Board (Continued)

The Board is composed of five (5) Directors (one (1) of whom is the Executive Chairman). All Directors other than the Executive Chairman are non-executive Directors.

For the purpose of Capital Markets Rules 5.118 and 5.119, Mr Joseph C Schembri, Mr Joseph Vincent Del Raso and Mr Gregory Eugene McGowan are the non-executive Directors who are deemed to be independent. The independent non-executive Directors constitute a majority of the Board. Mr Joseph Schembri was confirmed in his position as non-executive Senior Independent Director of the Company during the last Annual General Meeting of the Company held on the 31st July 2024. Each Director is mindful-of maintaining independence, professionalism and integrity in carrying out his duties, responsibilities and providing judgement as a director of the Company.

The Board considers that none of the independent directors of the Company:

•Are or have been employed in any capacity by the Company;

•Have or have had, over the past three years, a significant business relationship with the Company;

•Have received or receives significant additional remuneration from the Company in addition to his director’s fee;

•Have close family ties with any of the Company’s executive directors or senior employees;

•Have served on the Board of the Company for more than twelve consecutive years; and

•Have or have been within the last three years an engagement partner or a member of the audit team of the present or former external auditor of the Company, or any member of the Group.

Each of the directors hereby declares that he undertakes to:

•Maintain in all circumstances his independence of analysis, decision and action;

•Not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and

•Clearly express his opposition in the event that he finds that a decision of the board may harm the Company.

The Board of Directors is currently chaired by Prof. Paolo Catalfamo, who assumed the role of an Executive Chairman following the last Annual General Meeting. The Company Secretary (Dr. Clinton Calleja) attends all meetings and takes minutes of the Board meetings. Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows between the Board of Directors and its Committees and between senior management and the Directors, as well as ensuring that the Board of Directors’ procedures are followed. The Company’s Articles of Association also provide for adequate controls and procedures in so far as the treatment of conflicts of interest during Board of Directors meetings is concerned.

The following Directors served on the Board during the period under review:

Prof. Paolo Catalfamo	Executive Chairman
Mr. Joseph Schembri	Senior, Independent, Non-executive Director
Mr. Joseph Vincent Del Raso	Independent, Non-executive Director
Mr. Gregory Eugene McGowan	Independent, Non-executive Director
Ms. Cinzia Akbaraly Catalfamo	Non-executive Director

Principle Five: Board Meetings

The Directors meet regularly to dispatch the business of the Board. The Directors are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and supporting Board papers, which are circulated in advance of the meeting. Board Meetings are also convened at short notice, from time to time, depending on the urgency with which the items of the agenda would require Board discussion.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

18

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Five: Board Meetings (Continued)

Minutes of Board meetings are taken, recording inter alia attendance, and resolutions taken at the meeting. The Executive Chairman ensures that all relevant issues are on the agenda supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda. The agenda for the meetings seeks to achieve a balance between long-term strategic and short-term performance and operational issues.

The Board of Directors meets in accordance with a regular schedule of meetings, and also at such intervals as may be necessary from time to time, and reviews and evaluates the Group’s strategy, major operational and financial plans, as well as new material initiatives to be undertaken by the Group. The Board of Directors meets formally at least once every quarter and at other times on an ‘as and when’ required basis.

During the period under review, the Board of Directors met thirteen (13) times. The following Directors attended Board meetings as follows:

	Meetings
Prof. Paolo Catalfamo	13
Mr. Joseph Schembri	13
Mr. Joseph Vincent Del Raso	12
Mr. Gregory Eugene McGowan	12
Ms. Cinzia Akbaraly Catalfamo	10

Principle Six: Information and Professional Development

The Company ensures that it provides directors with relevant information to enable them to effectively contribute to Board decisions. The Company Secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The Company Secretary advises the Board through the Executive Chairman on all governance matters.

Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Company will provide for additional individual Directors' training on a requirements basis.

The Chief Executive Officer ensures that systems are in place:

1.to provide for the development and training of the management and employees generally so that the Group remains competitive;

2.to provide additional training for individual Directors where necessary;

3.to monitor management and staff morale; and

4.to establish a succession plan for senior management.

Principle Seven: Evaluation of the Board’s Performance

The Chairman of the Board informally evaluates the performance of the Board members, which assessment is followed by discussions within the Board. Through this process, the activities and working methods of the Board and each committee member are evaluated. Amongst the things examined by the Chairman through his assessment are the following: how to improve the work of the Board further, whether or not each individual member takes an active part in the discussions of the Board and the committees; whether they contribute independent opinions and whether the meeting atmosphere facilitates open discussions. Under the present circumstances the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the Board’s performance is furthermore also under the scrutiny of the shareholders. The self-evaluation of the Board has not led to any material changes in the Company’s governance structures and organisations.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

19

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Eight: Committees

Audit and Risk Committee

The Board of Directors delegates certain responsibilities to the Audit Committee, the terms of reference of which reflect the requirements stipulated in the Capital Markets Rules. As part of its terms of reference, the Audit Committee of the Company has the responsibility to, if required, vet, approve, monitor and scrutinise related party transactions falling within the ambits of the Capital Markets Rules, and to make its recommendations to the Board of Directors on any such proposed related party transactions. The Audit Committee also assists the Board of Directors in monitoring and reviewing the Group’s financial statements, accounting policies and internal control mechanisms in accordance with the Committee’s terms of reference.

The primary purpose of the Audit Committee is to protect the interests of the Company’s shareholders and assist the Directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times. In the performance of its duties the Audit Committee calls upon any person it requires to attend meetings. The external auditors of the Company are invited to attend relevant meetings in order to report on key matters arising from the audit. The internal auditors are also invited to attend certain meetings of the Audit Committee, as necessary, in order to report directly any findings of their audit process. The head of legal and compliance, as well as the compliance officers of the regulated subsidiaries are also invited to participate during meetings of the Audit Committee to present their compliance reports. In addition, the Audit Committee invites the Acting Chief Financial Officer and other members of management to attend Audit Committee meetings on a regular basis and as deemed appropriate.

The Audit Committee also approves and reviews the Group’s Compliance Plan and Internal Audit Plan prior to the commencement of every financial year and monitors the implementation of these plans. The remit of the Audit Committee was also extended to include Group risk management, and it is also referred to as the Audit and Risk Committee.

During the financial year under review, the Audit Committee held nineteen (19) meetings:

Members

Committee meetings attended

Gregory Eugene McGowan

13

The Audit Committee was chaired by Joseph Schembri, who is an auditor by profession, and is considered to be an independent non-executive member possessing the necessary competence in auditing/accounting as required in terms of the Capital Markets Rules. All the members that served on the Audit Committee were deemed by the Board of Directors to be Independent Non-Executive Directors, and the Board of Directors felt that as a whole the Audit Committee had the necessary skills, qualifications and experience in satisfaction of the Capital Markets Rules.

The terms of reference of the Audit Committee include, inter alia, its support to the Board of the Company in its responsibilities in dealing with issues of risk management, control and governance and associated assurance. The Board has set formal terms that establish the composition, role, function, the parameters of the Audit Committee’s remit as well as the basis for the processes that it is required to comply with.

Principally, the Audit Committee deals with and advises the Board on the following matters:

•its monitoring responsibility over the financial reporting processes, financial policies and internal control structures;

•monitoring the performance of the entity or entities borrowing funds (the subsidiaries) from the Company;

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

20

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Eight: Committees (Continued)

•maintaining communications on such matters between the Board, management and the independent auditors;

•facilitating the independence of the external audit process and addressing issues arising from the audit process; and

•preserving the Company’s assets by understanding the risk environment and determining how to deal with those risks.

In addition, the Audit Committee has the role and function of scrutinising and evaluating any proposed transaction prior to be entered into by the Company and a related party, to ensure that the execution of any such transaction is at arm's length and on a commercial basis and ultimately in the best interests of the Company. The Audit Committee oversees the financial reporting of the Company and ensures the process takes place in a timely manner. The Audit Committee is free to question the Board of Directors on any information that may seem unclear.

Nominations and Remuneration Committee

The Board of Directors has appointed a Nominations and Remuneration Committee, which fulfils the joint function of a Nominations Committee as well as a Remuneration Committee. In fulfilling the nominations’ function, the Committee is responsible for recommending Directors for election by shareholders at the Annual General Meeting, for planning the structure, size, performance and composition of the Group’s subsidiary boards, for the appointment of senior executives and management and for the development of a succession plan for senior executives and management.

During the financial year under review, the Nominations and Remuneration Committee met twice (2) times and was composed of Joseph Vincent Del Raso as Chairman, and Joseph Schembri and Gregory Eugene McGowan as members.

Remuneration Function

The Remuneration and Nomination Committee monitors, reviews, and advises on the Company’s remuneration policy as well as approves the remuneration packages of senior executives and management. The main activities of the Remuneration and Nomination Committee include devising appropriate policies and remuneration packages to attract, retain, and motivate Directors and senior management of a high calibre in order to well position the Group within the insurance market and its areas of business.

In the fulfilment of its remuneration matters oversight, the Committee monitors, reviews and advises on the Group’s Remuneration Policy, as well as approves the remuneration packages of senior executives and Management.

Nominations Function

The Remuneration and Nominations Committee is also responsible for making recommendations for appointment to the Board and for reviewing in order to ensure that appointments to the Boards are conducted in a systematic, objective and consistent manner. It is also responsible for the review of performance of the Company’s Board members and committees, the appointment of senior executives and management and the development of a succession plan for senior executives and management. Additionally, this committee monitors, reviews and advises on the Company’s remuneration policy as well as approves the remuneration packages of senior executives and management.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

21

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Eight: Committees (Continued)

Executive Management Committee

The Executive Management Committee manages the Group’s day-to-day business and the implementation of the strategy established by the Board of Directors. The Executive Management Committee as at 31 December 2024 was composed of the Managing Directors of each of the operating regulated subsidiaries of the Group, as well as of the Chief Financial Officer, the Chief Information Officer, the Chief Operations Officer and Risk and the Head of Legal and Compliance.

Members	Role
Roberto Apap Bologna	Chief Executive Officer LifeStar Holding p.l.c.
Adriana Zarb Adami	Managing Director LifeStar Health Limited
Konrad Camilleri	Managing Director GlobalCapital Financial Management Limited
Amanda Mifsud	Acting Chief Financial Officer
Adrian Mizzi	Chief Information Officer
Jonathan Camilleri	Chief Operations Officer
Michael Schembri	Head Legal and Compliance

Internal controls

The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve its objectives.

The Group encompasses different licensed activities regulated by the MFSA. These activities include the carrying on of long-term business of insurance under the Insurance Business Act (Cap. 403 of the Laws of Malta); acting as an agent for sickness and accident insurance in terms of the Insurance Distribution Act (Cap. 487 of the Laws of Malta); and the provision of investment services and advice in terms of the Investment Services Act (Cap. 370 of the Laws of Malta). The Board of Directors has continued to ensure that effective internal controls and processes are maintained to support sound operations. The regulated subsidiaries have also set up Committees to further enhance internal controls and processes. These include the setting up of an Executive Committee, Asset and Liability Committee and the Risk Management Committee at life company level. Policies such as Risk Compliance Monitoring Programmes, Risk Management, Complaints, Data Protection, Internal Audit and Anti-Money Laundering Policies and Procedures as well as a Conflict of Interest Policy have been adopted.

The Directors are aware that internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against normal business risks. During the financial year under review, the Company operated a system of internal controls which provided reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks facing the Company.

The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management, internal audit and the external auditors. The Internal Audit Department monitors and reviews the Group’s compliance with policies, standards and best practice in accordance with an Internal Audit Plan approved by the Audit Committee. BDO Malta fulfil the functions of internal auditors of the Company.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

22

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Nine and Ten: Relations with Shareholders and with the Market, and Institutional Shareholders

The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood. During the period under review, the Company has maintained an effective communication with the market through a number of channels including Company announcements and Circulars.

The Company shall also communicate with its shareholders through the Company’s Annual General Meeting (“AGM”) to be held later in 2025, which will include resolutions such as the approval of the Annual Report and Audited Financial Statements for the year ended 31 December 2024, the election/re-election of Directors, the determination of the maximum aggregate emoluments that may be paid to Directors, the appointment of auditors and the authorisation of the Directors to set the auditors’ remuneration, as well as any other resolution as may necessary in terms of law, the Capital Markets Rules, or as required by the Company. In terms of Rule 12.26L of the Capital Markets Rules, an annual general meeting shall have the right to hold an advisory vote on the remuneration report of the most recent financial year. Both the Chairman of the Board and the Chairman of the Audit Committee will be available to answer shareholder questions, which may be put forward in terms of Rule 12.24 of the Capital Markets Rules.

Apart from the AGM, the Group communicates and shall communicate with its shareholders through the publication of its Annual Report and Financial Statements, the publication of interim results, updates and articles on the Group’s website, the publication of Group announcements and press releases.

The Office of the Company Secretary is also available to act as a liaison of communication between the Company and its investors. Individual shareholders can raise matters relating to their shareholdings and the business of the Company at any time throughout the year, and are given the opportunity to ask questions at the AGM or to submit written questions in advance.

As provided by the Companies Act (Cap. 386), minority shareholders may convene Extraordinary General Meetings.

Principle Eleven: Conflicts of Interest

The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole irrespective of whoever appointed or elected them to serve on the Board.

On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures.

Directors’ direct interest in the shareholding of the Group:

	Number of shares held directlyas at 31 December 2024
Prof. Paolo Catalfamo	Nil
Mr. Joseph Schembri	Nil
Mr. Gregory McGowan	Nil
Mr. Joseph Vincent Del Raso	Nil
Ms. Cinzia Akbaraly Catalfamo	Nil

With the exception of Paolo Catalfamo, none of the Directors of the Company have any interest in the shares of the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year. No other changes in the Directors’ direct interest in the shareholding of the Company between year-end and the date of the approval of the financial statements.

Corporate Governance – Statement of compliance (continued)

For the Financial Year Ended 31 December 2024

23

LifeStar Holding p.l.c. – Annual Financial Report 2024

Principle Eleven: Conflicts of Interest (Continued)

Paolo Catalfamo holds shares in the Company indirectly through his shareholding in Investar plc which is the Company’s ultimate holding company as disclosed in Note 33.

Principle Twelve: Corporate social responsibility

The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management practices, and is committed to enhance the quality of life of all stakeholders of the Company. The Board is mindful of the environment and its responsibility within the community in which it operates. In carrying on its business the Company is fully aware of and at the forefront in preserving the environment and continuously reviews its policies aimed at respecting the environment and encouraging social responsibility and accountability. During the financial year under review, the Group pursued its corporate social responsibility by supporting and contributing to a number of charitable causes.

Remuneration report

For the Financial Year Ended 31 December 2024

24

LifeStar Holding p.l.c. – Annual Financial Report 2024

Remuneration Committee

The remuneration functions of the Remuneration and Nominations Committee were performed by Joseph Vincent del Raso as Chairman, and Joseph C. Schembri and Gregory Mc Gowan as members.

Remuneration policy

The Company’s remuneration of its Directors and senior executives is based on the remuneration policy adopted and approved by the shareholders of the Company at the Annual General Meeting. The Remuneration Policy of the Company is available for inspection on the Company’s website. During the latest general meeting held on 31st July 2024 the meeting approved the Remuneration Statement published as part of the annual report of the Company for the financial year ended 31 December 2024.

The Remuneration Policy of the Company is intended to provide an over-arching framework that establishes the principles and parameters to be applied in determining the remuneration to be paid to any member of the Board of Directors, and the senior executives. The policy describes the components of such remuneration and how this contributes to the Company’s business strategy, in the context of its long term sustainable value creation. This remuneration policy is divided into five (5) parts distinguishing between directors, senior management, employees, intermediaries and service providers.

Remuneration payable to Directors

Fixed remuneration

The remuneration payable to Directors not serving in an executive capacity is fixed and does not have any incentive programmes and such Directors will therefore not receive any performance-based remuneration. None of the Directors, in their capacity as Directors of the Company, is entitled to profit-sharing, share options or pension benefits.

In addition to fixed remuneration in respect of their position as members of the Board of Directors of the Company, individual Directors who are also appointed to chair, or to sit as members of, one or more committees or sub-committees of the Company, or its subsidiaries, are entitled to receive additional remuneration as may be determined by the Board of Directors from time to time. Any such additional remuneration shall, however, form part of the aggregate emoluments of the Directors as approved by the General Meeting of the Company. The basis upon which such additional remuneration is paid shall take into account the skills, competencies and technical knowledge that members of such committees require and the respective functions, duties and responsibilities attaching to membership of such committees.

Other entitlements

The Group may also pay out fringe benefits, comprising of medical and life insurance.

Remuneration payable to executives

•Chief Executive Officer: The remuneration of the Chief Executive Officer will consist of a salary, and any performance related bonuses and any fringe benefits will be at the sole discretion of the Chairman and submitted for approval of the Remuneration and Nominations Committee. The Chairman (directly or through the Chief Finance Officer) will forward any recommendations for any changes to the remuneration of the Chief Executive Officers for the consideration of the Remuneration and Nominations Committee which will in turn review any such request and forward any request to the Board for the Board’s final approval.

•Head/Senior Manager: The remuneration of the Head / Senior Managers will be at the sole discretion of the Chairman and/or the Chief Executive Officer (where one is appointed) without the need to refer to the Remuneration and Nominations Committee or the Board of Directors subject-at the remuneration does not exceed a yearly remuneration of Fifty Thousand Euros (€50,000). Any amount over this threshold will require the endorsement of the Remuneration Committee.

Remuneration report (continued)

For the Financial Year Ended 31 December 2024

25

LifeStar Holding p.l.c. – Annual Financial Report 2024

Senior executive service contracts

All senior executive contracts are of an indefinite duration and subject to the termination notice periods prescribed by law.

Remuneration report

In terms of Rule 12.26K of the Capital Markets Rules, the Group is also required to draw up an annual remuneration report (the “Remuneration Report”), which report is to:

i.provide an overview of the remuneration, including benefits in whatever form, awarded or due to members of the Board of Directors and the CEO during the financial year under review; and

ii.explain whether any deviations have been made from the Remuneration Policy of the Company.

In this respect, the Company is hereby producing its remuneration report following the approval and entry into effectiveness, in July 2024, of the Remuneration Policy described in the preceding sections.

Remuneration paid to Directors

All remuneration for directors was in conformity with this policy. The remuneration paid to individual Directors during the year under review was as follows:

Name	Position	2024	2023
		€	€
Paolo Catalfamo:	Non-Executive Director and Chairman	250,000	100,000
Joseph Schembri	Independent Non-Executive Director	31,000	21,000
Joseph Vincent Del Raso	Independent Non-Executive Director	26,000	21,000
Cinzia Catalfamo	Non-Executive Director	20,000	15,000
Gregory Eugene McGowan	Independent Non-Executive Director	23,000	18,000

The remuneration paid to the Directors covers both their role as directors of Company and their role as members of chairpersons or members of any sub-committees of the Company, as well as their position as directors of subsidiaries forming part of the Group.

It is the shareholders, in terms of the memorandum and articles of association of the company, who determine the maximum annual aggregate emoluments of the directors by resolution at the annual general meeting of the company. Remuneration payable to directors (in their capacity as directors) is reviewed as and when necessary and is not linked to the share price or the company’s performance.

These are benchmarked against market practice for major local companies of similar size and complexity.

The aggregate amount fixed for this purpose during the last Annual General Meeting of LifeStar Holding plc was €450,000. A maximum annual aggregate emoluments of the Directors of the Company shall be fixed at the upcoming Annual General Meeting.

The aggregate emoluments of the Directors in respect of their role as directors of the Company and, where applicable, as members of sub-committees of the Board of Directors of the Company, amounted to €350,000. The Directors do not expect the that the maximum aggregate remuneration limit of €450,000 to be exceeded during the financial year ending 31 December 2025.

The Remuneration Committee is satisfied that the fixed remuneration for the year under review is in line with the core principles of the Remuneration Policy applicable during the year under review, including giving due regard to market conditions and remuneration rates offered by comparable organisations for comparable roles.

Remuneration report (continued)

For the Financial Year Ended 31 December 2024

26

LifeStar Holding p.l.c. – Annual Financial Report 2024

Remuneration paid to Senior Management

Remuneration paid to Senior Management amounts to €977,742 (2023: €920,060) and excludes the fringe benefit for health insurance and life cover as described above.

Decision-making with respect to the Remuneration Policy

Whereas the Board of Directors is responsible for determining the Remuneration Policy of the Company, the Remuneration and Nominations Committee, acting in its function as the Remuneration Committee, is, in turn, responsible for overseeing and monitoring its implementation and ongoing review thereof. This policy is to be reviewed annually by the Remuneration and Nominations Committee of the Company. The annual review will ensure that the policy remains relevant for the Company and that any improvements by way of amendments are indeed effected.

In evaluating whether it is necessary or beneficial to supplement or otherwise alter the Remuneration Policy of the Company, the Remuneration Committee have regard to, inter alia, best industry and market practice on remuneration, the remuneration policies adopted by companies operating in the same industry sectors, as well as legal and, or statutory rules, recommendations or guidelines on remuneration, including but not limited to the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules of the Listing Authority.

Whilst members of the Remuneration Committee may be present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed at a meeting of such Committee, any decision taken by the Committee in this respect shall be subject to the approval of the Board of Directors. At a meeting of the Board of Directors, no Director may be present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed.

Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules

In terms of the requirements within Appendix 12.1 of the Capital Market Rules, the following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees (other than directors) over the two most recent financial years. The Company’s non-executive Directors, have been excluded from the table below since they have a fixed fee as described above.

Position	2024	2023	Change
	€	€	%
Annual aggregate employee remuneration	2,880,885	3,076,281	-6.35
Group performance, profit after tax	(597,999)	(145,271)	311.64
Average employee remuneration (excluding CEO) – full-time equivalent	34,071	36,508	-6.68

The contents of the Remuneration Report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets rules have been included.

Statement of comprehensive income

For the year ended 31 December

27

LifeStar Holding p.l.c. – Annual Financial Report 2024

Insurance service expense

(3,201,372)

(1,903,944)

-

Insurance service result from insurance contracts issued

2,734,335

3,734,997

-

Allocation of reinsurance premiums paid

Amounts recovered from reinsurers

Net expense from reinsurance contracts held

(649,717)

(1,398,741)

-

Insurance service result

2,084,618

2,336,256

-

Net investment income

Interest income on financial assets at amortised cost

253,211

757,838

-

Net movement in provision for expected credit loss

(206,870)

(252,677)

-

Insurance finance expense from insurance contracts issued

(12,293,918)

(7,967,056)

-

Reinsurance finance expense from reinsurance contracts held

149,394

787,355

-

Movement in investments contract liabilities

(741,674)

(491,075)

-

Net insurance financial result

839,688

1,504,113

-

Statement of comprehensive income (continued)

For the year ended 31 December

28

LifeStar Holding p.l.c. – Annual Financial Report 2024

Commissions and fees receivable

Administrative and other expenses

Income tax income (expense)

Other comprehensive income

Items that will not be reclassified to profit or loss

Revaluation of property

-

44,292

-

Total other comprehensive income for the year

-

44,292

-

Total comprehensive (loss) for the year

Statement of financial position

As at 31 December

29

LifeStar Holding p.l.c. – Annual Financial Report 2024

Insurance contract liabilities	3.5	115,645,941	105,163,291	-	-
Investment contract liabilities	3.6	8,619,624	6,705,671	-	-
Lease liability	28	101,886	217,601	99,962	208,144
Taxation payable		2,747,817	3,519,545	87,305	53,923
Deferred tax liability	13	2,373,478	2,250,821	-	-
Interest bearing borrowings	22	3,281,464	3,806,006	8,188,742	8,725,315
Trade and other payables	23	2,438,883	2,190,263	2,662,578	2,015,888
Accruals and deferred income	23	1,132,043	1,548,027	1,081,378	1,328,846
Total liabilities		136,341,136	125,401,225	12,119,965	12,332,116

	Notes	2024	2023	2024	2023
			(Restated)
		€	€	€	€
Capital and reserves
Share capital	20	7,017,842	7,017,842	7,017,842	7,017,842
Own shares		-	-	-	-
Other reserves	21	1,022,909	1,022,909	19,747	19,747
Merger reserve		-	-	5,651,631	5,651,631
Capital redemption reserve		800,000	800,000	-	-
Retained earnings		939,466	1,375,551	630,196	2,234,720
Non-controlling interest		6,296,676	6,458,591	-	-
Total equity		16,076,893	16,674,893	13,319,416	14,923,940
Total equity and liabilities		152,418,029	142,076,118	25,439,381	27,256,056

	Share capital	Other reserves	Capital redemption reserve	Retained earnings	Attributable to the owners of the parent	Non-controlling interest	Total
	€	€	€	€	€	€	€
Balance as at 1 January 2023	7,017,842	978,617	800,000	1,614,183	10,410,642	6,402,039	16,812,681
Profit for the year (restated)	-	-	-	(238,632)	(238,632)	56,552	(182,080)
Other comprehensive gain for the year	-	44,292	-	-	44,292	-	44,292
Total comprehensive gain/(loss) for the year (restated)	-	44,292	-	(238,632)	(194,340)	56,552	(137,789)
Balance as at 31 December 2023 (restated)	7,017,842	1,022,909	800,000	1,375,551	10,216,302	6,458,591	16,674,893

	Share capital	Other reserves	Merger reserve	Retained earnings	Total
	€	€	€	€	€
Balance as at 1 January 2024	7,017,842	19,747	5,651,631	2,234,720	14,923,940
Loss for the year	-	-	-	(1,604,524)	(1,604,524)
Total comprehensive loss for the year	-	-	-	(1,604,524)	(1,604,524)
Balance as at 31 December 2024	7,017,842	19,747	5,651,631	630,196	13,319,416

	Share capital	Other reserves	Merger reserve	Retained earnings	Total
	€	€	€	€	€
Restated balance as at 1 January 2023	7,017,842	19,747	5,651,631	2,745,593	15,434,813
Loss for the year	-	-	-	(510,873)	(510,873)
Total comprehensive loss for the year	-	-	-	(510,873)	(510,873)
Dividend declared	-	-	-	-	-
Capital redemption reserve	-	-	-	-	-
Balance as at 31 December 2023	7,017,842	19,747	5,651,631	2,234,720	14,923,940

IFRS 17 Product Line	Contracts issued	Measurement Method	Insurance finance income and expense
Participating	Direct participating insurance contracts and investment contracts with discretionary participation features where the Group shares the performance of underlying items with policyholders. Guaranteed returns may also be offered.	Variable Fee Approach	Profit or loss
Savings	Investment-linked insurance policies which have a life insurance coverage and an investment account balance. These contracts also include individual and group pension plans which are based on life insurance unit-linked policies.	Variable Fee Approach	Profit or loss
Other life	Group life and non-participating individual life insurance contracts. Individual insurance contracts include Term, Endowment and Whole of Life insurance contracts.	Premium Allocation ApproachGeneral Measurement Model	Profit or loss
Sickness & Accident	Individual insurance contracts providing coverage for health and personal accidents.	General Measurement Model	Profit or loss

IFRS 17 ProductLine	Reinsurance contracts held (underlying risk covered)	Measurement Method	Insurance finance income and expense
Life	Life risk reinsurance contracts with underlying Unit Linked, Term, Endowment and Whole life insurance contracts.	General Measurement Model	Profit or loss
	Reinsurance treaties with underlying group life insurance contracts.	Premium Allocation Approach	Profit or loss
	Catastrophe cover reinsurance contract covering the aggregate risk of the underlying contracts arising from catastrophic events.	Premium Allocation Approach	Profit or loss

		Consolidated		Holding Company
	Notes	2024	2023	2024	2023
		€	€	€	€
Cash flows (used in) from financing activities
Payment of lease liability		(123,776)	(121,688)	(116,000)	(116,128)
Payment of bond issue costs		(97,252)	(97,252)	-	-
Net payments of interest-bearing borrowings		(567,182)	(446,754)	(520,622)	(538,680)
Net cash flows (used in) financing activities		(788,210)	(665,694)	(636,622)	(654,808)
Net movement in cash and cash equivalents		(3,454,243)	(993,975)	(180,405)	(29,802)
Cash and cash equivalents as at the beginning of the year		5,650,437	6,645,132	424,810	454,612
Cash and cash equivalents as at the end of the year	24	2,196,194	5,650,437	244,405	424,810