REG - Bank of Cyprus Hldgs - Extraordinary General Meeting Circular
19/08/2024 07:45
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RNS Number : 8988A Bank of Cyprus Holdings PLC 19 August 2024
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt about the action you should take, you are recommended to
immediately obtain your own personal financial advice from your duly
authorised stockbroker, solicitor, accountant or another independent
professional adviser. If you have sold or transferred all your Bank of Cyprus
Holdings Public Limited Company ("Company")shares or depository interests
representing shares of the Company ("DIs"), please send this Document,
together with the accompanying Shareholder Form of Proxy ("Form of Proxy") and
DI Holder Form of Proxy Nomination ("DI Form of Proxy"), to the purchaser or
transferee, or to the stockbroker, or other agent through or by whom the sale
or transfer was effected, for delivery to the purchaser or transferee.
The Company is not offering any new shares nor any other securities to the
public in connection with the listing for trading on the Main Market of the
Regulated Securities Market of the Athens Stock Exchange (as the context
requires, "ATHEX") (the "Listing"). This Document does not constitute an
invitation or offer to sell, or the solicitation of an invitation or offer to
subscribe for or to buy, any shares nor any other securities of the Company in
any jurisdiction.
Bank of Cyprus Holdings Public Limited Company Notice of Extraordinary General
Meeting on 13 September 2024 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish
time) at 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.
Notice of the Extraordinary General Meeting ("EGM") of the Company is set out
on page 48 of this Document.
The process for appointing a proxy and/or voting at the meeting will depend on
the manner in which you hold your ordinary shares in the Company (the
"Ordinary Shares").
A Form of Proxy for the EGM, for shareholders whose names appear on the
register of members of the Company (the "Register of Members") ("Certificated
Shareholders"), accompanies this Document. For Certificated Shareholders, the
Form of Proxy must be completed and returned to the Company's Registrar, Link
Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post)
or to Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey,
Dublin 7, D07 DP79, Ireland (if delivered by hand during normal business
hours) so as to be received by no later than 11:00 a.m. (Cyprus time) /9:00
a.m. (Irish time) on11 September 2024. Alternatively, you may appoint a proxy
electronically by visiting the website of the Company's Registrar at
https://www.signalshares.com and entering the Company name, Bank of Cyprus
Holdings Public Limited Company. You will need to register for the Share
Portal by clicking on "registration section" (if you have not registered
previously) and follow the instructions therein. You will need your Investor
Code ("IVC") which can be found on your share certificate.
Persons holding DIs issued by Link Market Services Trustees Limited (the
"Depositary") and representing an Ordinary Share in the Company ("DI Holders")
wishing to appoint a proxy should use the DI Form of Proxy accompanying this
Document. To be valid, DI Forms of Proxy must be completed, signed and
returned, together with any power of attorney or other authority under which
it is executed, or a notarially certified copy thereof, to Investor Relations
& ESG Department, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos,
Nicosia, Cyprus, P.O. Box 21472, 1599 Nicosia, Cyprus, e-mail:
shares@bankofcyprus.com, fax: + 357 22 120245 so as to reach such address no
later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11 September
2024.
Those who hold their interests in Ordinary Shares as Belgian law rights
through the Euroclear Bank SA/NV ("Euroclear Bank") system ("Euroclear
System") or through participation by holders of CREST Depository Interests
("CDIs") through the CREST system ("CREST") will also need to comply with the
additional voting deadlines and procedures imposed by the respective service
offerings which are summarised below. All persons affected are recommended to
consult with their stockbroker or other intermediary at the earliest
opportunity for further information on the processes and timelines for
submitting proxy votes for the EGM through the respective systems.
For voting services offered by custodians holding Irish corporate securities
directly with Euroclear Bank, please contact your custodian.
Additionally, Link Registrars has launched a shareholder app: LinkVote+. It's
free to download and use and gives Certificated Shareholders the ability to
access their shareholding record at any time and allows users to submit a
proxy appointment quickly and easily online rather than through the post. The
app is available to download on both the Apple App Store and Google Play, or
by scanning the relevant QR code below.
GooglePlay
Apple App Store
Further information for the holders of CDIs
Euroclear UK & International Limited ("EUI"), the operator of CREST, has
arranged for voting instructions relating to the CDIs held in CREST to be
received via a third-party service provider, Broadridge Financial Solutions
Limited ("Broadridge").
If you are a holder of CDIs (a "CDI Holder" and together with the Certificated
Shareholders and the DI Holders, the "Shareholders"), you will be required to
make use of the EUI proxy voting service facilitated by Broadridge's Global
Proxy Voting service in order to receive meeting announcements and send back
voting instructions. To facilitate client set up, if you hold CDIs and wish to
participate in the proxy voting service, you will need to complete a Meetings
and Voting Client Set-up Form (CRT408). Completed application forms should be
returned to EUI by an authorised signatory with another relevant authorised
signatory copied in for verification purposes using the following email
address: eui.srd2@euroclear.com.
Fully completed and returned application forms will be shared with Broadridge
by EUI. This will enable Broadridge to contact you and share further detailed
information on the service offering and initiate the process for granting you
access to the Broadridge platform.
Once CDI Holders have access to the Broadridge platform, they can complete and
submit proxy appointments (including voting instructions) electronically.
Broadridge will process and deliver proxy voting instructions received from
CDI Holders by the Broadridge voting deadline date to Euroclear Bank, by their
cut-off and to agreed market requirements. Alternatively, a CDI Holder can
send a third-party proxy voting instruction through the Broadridge platform in
order to appoint a third party (who may be a corporate representative or the
CDI Holder themselves) to attend and vote at the meeting for the number of
Ordinary Shares specified in the proxy instruction (subject to the Broadridge
voting deadline). There is no facility to offer a letter of
representation/appoint a corporate representative other than through the
submission of third-party proxy appointment instructions through Broadridge.
Broadridge's voting deadline will be earlier than Euroclear Bank's voting
instruction deadline as set out below and is expected to be at least two (2)
business days prior to the Euroclear Bank proxy appointment deadline (i.e.
Broadridge's voting deadline is expected to be 9 September 2024). Such voting
instructions cannot be changed or cancelled after Broadridge's voting
deadline.
CDI Holders are strongly encouraged to familiarise themselves with the
arrangements with Broadridge, including the voting deadlines and procedures
and to take, as soon as possible, any further actions required by Broadridge
before they can avail of this voting service.
Should you have any queries in relation to completing and submitting proxy
appointments (including voting instructions) electronically via Broadridge,
please contact your dedicated client service representative at Broadridge.
Further information for Euroclear Bank Participants
Participants in the Euroclear System ("EB Participants") can submit proxy
appointments (including voting instructions) electronically in the manner
described in the document issued by Euroclear Bank and entitled "Euroclear
Bank as issuer CSD for Irish corporate securities" (as amended or replaced
from time to time) and available on the Euroclear Bank website
(www.euroclear.com) (the "Euroclear Bank Service Description"). EB
Participants can either send:
(a) electronic voting instructions to instruct Euroclear Nominees
Limited (i.e. the nominee of Euroclear Bank) ("Euroclear Nominees") to either
itself or by appointing the Chairman as proxy on the instruction of Euroclear
Nominees to:
(i) vote in favour of all or a specific resolution(s);
(ii) vote against all or a specific resolution(s);
(iii) abstain from voting for all or a specific resolution(s); or
(iv) give a discretionary vote to the Chairman for all or a specific
resolution(s); or
(b) a proxy voting instruction to appoint a third party (other than
Euroclear Nominees or the Chairman of the EGM) (who may be a corporate
representative or the EB Participant themselves) to attend the meeting and
vote for the number of Ordinary Shares specified in the proxy voting
instruction by providing Euroclear Bank with the proxy details as requested in
its notification (e.g. proxy first name, proxy last name, proxy address).
There is no facility to offer a letter of representation/appoint a corporate
representative other than through the submission of third-party proxy
appointment instructions.
Euroclear Bank's voting instruction deadline is expected to be at 10:00 a.m.
(Cyprus time) / 8:00 a.m. (Irish time) on 11 September 2024. Voting
instructions cannot be changed or cancelled after Euroclear Bank's voting
deadline.
Important Note
This Document contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events, as well as certain statements regarding the Company's
future financial condition and performance. These statements, which sometimes
use words such as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and
words of similar meaning, reflect the directors' current beliefs and
expectations and involve known and unknown risks, uncertainties and
assumptions, many of which are outside the Company's control and are difficult
to predict (certain of which are set out in the Letter from the Chairman of
Bank of Cyprus Holdings Public Limited Company at pages 8 - 13 of this
Document).
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Document may not occur.
The information contained in this Document, including the forward-looking
statements, speaks only as of the date of this Document and is subject to
change without notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or review any
of the information contained herein save where indicated in this Document,
whether as a result of new information, future events or otherwise, except to
the extent required by the UK Financial Conduct Authority ("FCA"), the
Official List of the London Stock Exchange Group plc ("LSE"), the Cyprus Stock
Exchange ("CSE"), the Cyprus Securities Exchange Commission ("CySEC") and
ATHEX or by applicable law.
Information in this Document relates to the proposed Listing, which is subject
to and conditional upon approval from the Listings and Market Operation
Committee of ATHEX (the "ATHEX Listing Committee") and the requisite majority
of Shareholders at the EGM and the delisting of the Ordinary Shares from the
international commercial companies secondary listing category of the Official
List of the LSE and cancellation of the admission of the Ordinary Shares to
trading on the LSE (the "Delisting").
In all cases, the versions of the documents from which information contained
in this Document is drawn is the last published document as of 12 August 2024,
being the latest practicable date prior to the issue of this Document (the
"Latest Practicable Date").
Group Profile
The Bank of Cyprus Group is the leading banking and financial services group
in Cyprus, providing a wide range of financial products and services which
include retail and commercial banking, finance, factoring, investment banking,
brokerage, fund management, private banking, life and general insurance. At 30
June 2024, the Bank of Cyprus Group operated through a total of 58 branches in
Cyprus, of which 3 operated as cash offices. The Bank of Cyprus Group employed
2,860 staff worldwide. At 30 June 2024, the Group's Total Assets amounted to
€25.5 bn and Total Equity was €2.6 bn. The Bank of Cyprus Group comprises
Bank of Cyprus Holdings Public Limited Company, its subsidiary Bank of Cyprus
Public Company Limited and its subsidiaries.
The date of this Document is 19 August 2024.
THIS DOCUMENT HAS BEEN PREPARED IN ENGLISH AND HAS BEEN TRANSLATED INTO GREEK
FOR THE BENEFIT OF THE SHAREHOLDERS. PLEASE NOTE, HOWEVER, THAT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GREEK VERSION OF THIS DOCUMENT SHOULD BE
TREATED AS BEING PROVIDED FOR INFORMATION PURPOSES ONLY AND, ACCORDINGLY,
SHOULD THERE BE ANY CONFLICT BETWEEN THE INFORMATION AND PROVISIONS CONTAINED
IN THE ENGLISH VERSION AND THE GREEK VERSION OF THIS DOCUMENT, THE ENGLISH
VERSION SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, PREVAIL.
Table of Contents
PART 1: EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
PART 2: LETTER FROM THE CHAIRMAN OF
BANK OF CYPRUS HOLDINGS PUBLIC LIMITED COMPANY
PART 3: KEY CHANGES TO THE CORPORATE
GOVERNANCE RULES, SECURITIES LAWS AND COMPANY LAW APPLICABLE TO THE COMPANY
FOLLOWING THE LISTING AND DELISTING
PART 4: SETTLEMENT AND DEALINGS IN
ORDINARY SHARES FOLLOWING THE LISTING AND DELISTING
PART 5: SUMMARY OF THE TAX CONSEQUENCES
OF THE LISTING AND DELISTING
PART 6: EXPLANATION OF THE PROPOSED
AMENDMENTS TO THE EXISTING ARTICLES
PART 7: DEFINITIONS
PART 8: NOTICE OF THE EXTRAORDINARY
GENERAL MEETING
PART 1
Expected timetable of principal events
Shareholders should take note of the dates and times set forth in this table
in connection with the Listing and Delisting.(1)
EVENT TIME AND/OR DATE
Publication of this Document 19 August 2024
Voting Record Time for the EGM 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on 9 September 2024
Latest Time and Date for receipt of Forms of Proxy from Shareholders for the No later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11
EGM September 2024
Extraordinary General Meeting 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 13 September 2024
Approval of Listing by the ATHEX Listing Committee 17 September 2024
Expected Date when Shareholders can direct the transfer of Ordinary Shares 10:15 a.m. (Cyprus time) / 10:15 a.m. (Greek time) / 8:15 a.m. (Irish time) on
into the ATHEXCSD 18 September 2024
Expected Date when Ordinary Shares will cease trading on the LSE 6.30 p.m. (Cyprus time) / 4:30 p.m. (London time) on 18 September 2024
Cancellation of the listing of Ordinary Shares on the LSE 10:00 a.m. (Cyprus time) / 8:00 a.m. (London time) on 19 September 2024
Commencement of trading in Ordinary Shares on ATHEX (the "Effective Date") 10:15 a.m. (Cyprus time) / 10:15 a.m. (Greek time) / 8:15 a.m. (Irish time) on
23 September 2024
Notes:
1. These dates are given on the basis of the Board's current
expectations and are subject to change depending on the Effective Date. If any
of the above times and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a regulatory information
service of the Official List of the LSE and/or the CSE.
2. Forms of Proxy for the EGM must be submitted at least 48 hours
prior to the EGM. Forms of Proxy for the EGM not submitted by this time will
be invalid. Euroclear Bank's voting instruction deadline is expected to be at
10:00 a.m. (Cyprus time) / 8:00 a.m. (Irish time) on 11 September 2024.
Broadridge's voting deadline will be earlier than Euroclear Bank's voting
instruction deadline and is expected to be at least two (2) business days
prior to the Euroclear Bank proxy appointment deadline (i.e. Broadridge's
voting deadline is expected to be 9 September 2024). Voting instructions
cannot be changed or cancelled after Euroclear Bank's or Broadridge's voting
deadlines.
1.
PART 2
Letter from the Chairman
Bank of Cyprus Holdings Public Limited Company
(incorporated and registered in Ireland under the Companies Act 2014 with
registered number 585903)
Registered office
Ten Earlsfort Terrace
Dublin
D02 T380
Ireland
Directors
Efstratios-Georgios Arapoglou (Non-Executive Director, Chairman)
Panicos Nicolaou (Director, Chief Executive Director)
Eliza Livadiotou (Executive Director, Executive Director Finance)
Lyn Mary Grobler (Non-Executive Director)
Adrian John Lewis (Non-Executive Director)
Monique Eugenie Hemerijck (Non-Executive Director)
Christian Hansmeyer (Non-Executive Director)
William Stuart Birrell (Non-Executive Director)
19 August 2024
Dear Shareholder,
Bank of Cyprus Holdings Public Limited Company (the "Company") - Extraordinary
General Meeting - 13 September 2024.
1. Introduction
As announced on 8 August 2024, it is proposed that the ordinary shares of the
Company (the "Ordinary Shares") will be admitted to listing for trading on the
Main Market of the Regulated Securities Market of the Athens Stock Exchange
(as the context requires, "ATHEX") (the "Listing"). Subject to the Listing
being approved by the Listings and Market Operation Committee of ATHEX ("ATHEX
Listing Committee") and by shareholders of the Company ("Shareholders") as
outlined below, it is also proposed that the Ordinary Shares will be delisted
from the international commercial companies secondary listing category of the
Official List of the London Stock Exchange Group plc (the "LSE") and the
admission of the Ordinary Shares to trading on the LSE will be cancelled (the
"Delisting"). No change is proposed to the continued listing and trading of
the Ordinary Shares on the Cyprus Stock Exchange (the "CSE").
The Board has convened an extraordinary general meeting to be held on 13
September 2024 ("EGM") to propose a resolution to Shareholders to consider,
and if thought fit, approve the Listing. The effectiveness of the Listing is
subject to, and conditional upon, approval by the ATHEX Listing Committee and
the requisite majority of Shareholders approving the resolution to approve the
Listing ("Resolution 1"). If Resolution 1 is not approved, the Listing will
not become effective. Resolution 1 is an ordinary resolution, requiring the
approval of greater than 50% of the votes cast by Shareholders either in
person or by proxy at the EGM. The Board does not intend to pursue the
Delisting if the Listing is not approved.
In addition, the Board proposes a second resolution to Shareholders to
consider, and if thought fit, approve the adoption of amended Articles of
Association with effect from the conclusion of the EGM (the "Amended
Articles") in connection with the Listing ("Resolution 2" and, together with
Resolution 1, the "Resolutions"). Resolution 2 is a special resolution and
requires the approval of at least 75% of the votes cast by Shareholders either
in person or by proxy at the EGM in order to be approved. The Listing may not
proceed if Resolution 2 is not approved by the requisite majority of
Shareholders at the EGM.
The Board believes the Listing and Delisting have the potential to yield a
number of long-term strategic and capital markets benefits for the Company and
Shareholders as a whole. In particular, the Board believes the Listing and
Delisting have the potential to enhance liquidity of the Ordinary Shares which
is crucial to the interests of the Company and its Shareholders.
The Board strongly urges Shareholders to review the contents of this Document
in its entirety and consider the Board's recommendation to vote in favour of
the proposed Resolutions.
2. Reasons for the proposed Listing and Delisting
The Board believes the Listing and Delisting have the potential to yield a
number of benefits for the Company and the Shareholders, including the
following:
· More Focussed Market Ecosystem: The Board believes that ATHEX is a more
suitable market for the Company as it has an established existing focus on
regional banks and on other companies operating in the Greek and Cyprus
markets, both of which are factors which are complementary to the Company.
While ATHEX is a smaller market than the LSE, it provides the Company with
improved market visibility from a potentially more relevant investor base,
with an existing focus on companies which are complementary to that of the
Company. In particular, the Listing may provide greater access to capital from
Greek domestic investment funds, investment funds focussed on Southern
European and regional banking assets, investment funds with a mandate to
invest in ATHEX and private investors with a greater understanding of the
Company.
· Index Inclusion: While the Listing and Delisting are expected to result
in the Company ceasing to be eligible for certain UK equity indices, the Board
expects that, over time, it will satisfy the criteria to become eligible for
consideration for inclusion in other equity indices.
· Peer Comparison: A number of regional banks operating in Greece and
Cyprus are already listed on ATHEX. The Board considers these as peer banks to
the Company and a listing on ATHEX will facilitate, the Board believes, a more
direct comparison of performance and other assessment metrics of the Company
against this cohort. Given the recent financial performance of the Group, the
Board believes that this will allow the performance and strengths of the
Company to be more readily identified and compared by investors.
· Longer-term Institutional Holders: Trading in the more focussed market
ecosystem of ATHEX, potential index inclusion and increased potential for peer
comparison, have the potential to attract long-term institutional holders
already invested in ATHEX-listed companies to the Company.
Taking into account these potential benefits, the Board believes the Listing
and Delisting have the potential to enhance the liquidity of the Ordinary
Shares and/or enhance the Group's market visibility for the benefit of
Shareholders and the Company.
While the Board believes the Listing and Delisting will benefit the Company
and the Shareholders, it cannot guarantee or give assurance that the Listing
will provide greater access to increased capital, improved liquidity in
trading in the Ordinary Shares or provide eligibility for inclusion in
additional equity indices. There is no guarantee that being listed on ATHEX
and being compared to a peer group listed locally on ATHEX will increase the
identifiability of the Company to investors.
The Board has conducted a comprehensive review of the trading volumes,
administrative costs and ongoing regulatory compliance requirements relating
to the Listing and has determined that, following implementation of the
Listing, there would be no material benefits in maintaining the listing on the
LSE. The Board does not believe that the Delisting will adversely affect its
Shareholders, since the Ordinary Shares will continue to be listed on the CSE
as well as ATHEX.
In order to facilitate the trading of the Ordinary Shares on ATHEX, the
Company has agreed with ATHEX to reimburse certain third-party custody costs
which will be incurred by ATHEX in connection with the operation of the
settlement structure for Ordinary Shares held in book-entry form through the
securities depositary for ATHEX operated by the Hellenic Central Securities
Depositary (the "ATHEXCSD"). ATHEX has committed to pass these cost savings on
to the ATHEX members or custodian banks as authorised operators ("ATHEXCSD
Participants"), meaning that ATHEXCSD Participants should incur lower costs
from holding Ordinary Shares through the ATHEXCSD than would otherwise be the
case. These arrangements are expected to continue for so long as the Company
continues to discharge the costs of the Depositary in connection with the DIs
issued in connection with the listing on the CSE.
3. Key aspects of the proposed Listing and Delisting
The Listing and Delisting would involve the Ordinary Shares being admitted to
listing for trading on the Main Market of the Regulated Securities Market of
ATHEX and the Ordinary Shares being delisted from the international commercial
companies secondary listing category of the Official List of the LSE and the
cancellation of admission of the Ordinary Shares to trading on the LSE. The
Company will remain an Irish incorporated company and the Company (and its
operating subsidiaries) will remain tax resident in Cyprus.
Subject to approval of the Resolutions by the requisite majority of
Shareholders at the EGM and the approval of the Listing by the ATHEX Listing
Committee, it is expected that the Listing will become effective following
approval of the ATHEX Listing Committee on 17 September 2024. Once the ATHEX
Listing Committee approves the Listing, Shareholders will be entitled to
direct the transfer of the Ordinary Shares into the ATHEXCSD to be held on
their behalf through ATHEXCSD Participants from the following business day
(i.e. 18 September 2024). Subject to approval from the ATHEX Listing
Committee, it is expected that the Ordinary Shares will be eligible for
trading on ATHEX from 10:15 a.m. (Greek time) on 23 September 2024. Only
Ordinary Shares which have been transferred into the ATHEXCSD will be capable
of being traded on ATHEX following the commencement of trading on ATHEX which
is expected to take place on 23 September 2024. For further information on the
procedures for the transfer of Ordinary Shares into the ATHEXCSD, please see
Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the
Listing and Delisting of Part 4 of this Document.
It is also expected that trading in the Ordinary Shares on the LSE will be
suspended with effect from 4.30 p.m. (London time) on 18 September 2024 and
that the Delisting will become effective at 8:00 a.m. (London time) on 19
September 2024. Any updates to the timing of the Listing and/or Delisting will
be communicated by the Company to Shareholders by announcement on a regulatory
information service.
As at the date of this Document, Shareholders are entitled to hold their
interests in Ordinary Shares either directly (as a registered holder of the
relevant Ordinary Shares) or indirectly through either (a) the securities
settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank" and the
"Euroclear System") and, at their option, through CREST Depository Interests
("CDIs") issued in CREST; or (b) DIs that represent Ordinary Shares which are
issued and administered by Link Market Services Trustees Limited.
Following the Listing and the Delisting, Euroclear Bank will remain as the
issuer central securities depositary or "issuer CSD" for the Company and
Shareholders will continue to be entitled to hold their Ordinary Shares either
directly on the register of members of the Company (the "Register of Members")
or indirectly through the Euroclear System or DIs. Following the Listing,
Shareholders holding their Ordinary Shares through the Euroclear System will
have the option, subject to establishing a relationship with a suitable broker
or other financial intermediary in Greece or Cyprus, to hold their Ordinary
Shares via the ATHEXCSD which will participate as an investor central
securities depositary or "investor CSD" within the Euroclear System via the
CSD links service offering by SIX SIS or, to withdraw their Ordinary Shares
from the Euroclear System to be held via the Cyprus central securities
depositary through DIs.
Following the Listing, Shareholders who wish to trade their Ordinary Shares on
ATHEX will need to take steps to have their interests in Ordinary Shares held
via the ATHEXCSD.
Shareholders may continue to trade any of their Ordinary Shares that are
already held through DIs on the CSE in the same way as before the Listing and
Delisting and without the need to take any further action.
Shareholders who wish to trade any of their Ordinary Shares (other than
Ordinary Shares already held through DIs) on the CSE, will need to take steps
to have their interests in Ordinary Shares held via DIs. Following the Listing
and Delisting, Shareholders will remain entitled to hold their interests in
Ordinary Shares directly on the Register of Members or indirectly through the
Euroclear System in the form of CDIs issued in CREST, but these Ordinary
Shares will not be capable of being traded directly on ATHEX or the CSE
without first being held via the ATHEXCSD or in the form of DIs (as
applicable).
Following the Listing, trades in Ordinary Shares on ATHEX will be settled in
book-entry form through the dematerialised securities system operated by
ATHEXCSD (the "ATHEXCSD DSS"), without any change in the book-entries recorded
within Euroclear Bank or on the Register of Members. Trades in Ordinary Shares
on the CSE will continue to be settled on a dematerialised basis through the
central registry and computerised system for the settlement of sales and
purchases of securities on a dematerialised basis and the holding of
securities in uncertificated form operated by the Central Depository and
Central Registry of the CSE, in the form of DIs.
Please see Part 4 - Settlement and Dealings in Ordinary Shares following the
Listing and Delisting for further information on the arrangements for the
settlement of transactions in Ordinary Shares following the Listing and the
Delisting.
4. Opening Price of the Ordinary Shares on ATHEX
Subject to the approval from the requisite majority of Shareholders at the EGM
and the approval of the ATHEX Listing Committee, the opening price of trading
of the Ordinary Shares on ATHEX is expected to be set to the closing price of
the Ordinary Shares on the main market of the regulated market of the CSE on
the trading day immediately preceding the commencement of trading on ATHEX.
5. Corporate Governance
The Company is currently subject to and, following the Listing and Delisting,
will continue to be subject to corporate governance standards applicable under
the Irish Companies Act 2014 (as amended) ("Companies Act"), the rules and
guidance of the European Banking Authority as well as applicable provisions of
the Corporate Governance Code of the CSE and the Central Bank of Cyprus
Governance Directive. In addition, notwithstanding the Company's international
commercial companies secondary listing on the LSE, the Board currently
"complies or explains" with the UK Corporate Governance Code (as amended) (the
"UK Corporate Governance Code") on a voluntary basis. Following the Delisting,
the Board expects to continue to voluntarily "comply or explain" with the UK
Corporate Governance Code on a transitional basis.
Implementation of the Listing and Delisting will result in a number of changes
to the legal frameworks applicable to the Company. Please see Part 3 - Key
Changes to the Corporate Governance Rules, Securities Laws and Company Law
applicable to the Company following the Listing and Delisting for further
information on the key changes following the Listing and Delisting.
6. Tax Implications
Please see Part 5 - Summary of the Tax consequences of the Listing and
Delisting for further information on the tax arrangements for the Ordinary
Shares following the Listing and Delisting.
7. Summary of the Resolutions proposed for consideration at
the EGM
The Resolutions ask Shareholders to consider and if thought fit approve:
(a) the proposed admission to listing for trading of the
Ordinary Shares on ATHEX ("Resolution 1"); and
(b) certain amendments to the existing Articles of Association
of the Company (the "Existing Articles") to facilitate the Listing and to
prepare the Company for the dematerialisation of its Ordinary Shares, which
will become mandatory on 1 January 2025 for existing Ordinary Shares in
accordance with the EU Central Securities Depositories Regulation (Regulation
(EU) No. 909/2014) ("CSDR") ("Resolution 2").
Resolution 1 is required to be approved by greater than 50% of the votes cast
(in person or by proxy) by Shareholders and Resolution 2 is required to be
approved by at least 75% of the votes cast (in person or by proxy) by
Shareholders at the EGM. The Resolutions will be decided by way of a poll. If
Resolution 1 is not approved by the requisite majority of Shareholders at the
EGM, the Board will not proceed with the Delisting.
Amending the Existing Articles is the most practical way to enable the Company
to prepare for the dematerialisation of its Ordinary Shares in advance of the
effectiveness of the dematerialisation requirements of CSDR on 1 January 2025.
In addition, the amendment proposed will also facilitate implementation of the
Listing on the timeline proposed. A table containing a summary of the specific
amendments to the Existing Articles which are proposed as part of Resolution 2
are set out in Part 6 - Explanation of the proposed amendments to the Existing
Articles of this Document.
A copy of the proposed Amended Articles and the Existing Articles, marked up
to show the proposed changes, are available for inspection at
www.bankofcyprus.com/group (http://www.bankofcyprus.com/group) and at the
Company's registered office from the date of the Notice of EGM until and
including the date of the EGM and will also be available at the EGM for at
least one hour before, and for the duration of, the EGM. Shareholders are
encouraged to review the proposed amendments to the Existing Articles in their
entirety. The Listing may not proceed if Resolution 2 is not approved by the
requisite majority of Shareholders at the EGM.
8. Action to be taken
Shareholders who wish to vote at the EGM should follow the process set out in
this Document and the accompanying Notice of EGM.
9. Recommendation of the Board to Shareholders to vote in
favour of the Resolutions to be proposed at the EGM.
The Board considers the Listing and Delisting to be in the best interests of
the Company and its Shareholders as a whole. Your vote is very important.
Whether or not you plan to attend the EGM, please take appropriate action to
make sure your Ordinary Shares are represented and voted at the EGM.
Accordingly, the Board unanimously recommends that you vote in favour of the
Resolutions being proposed at the EGM, as the directors each intend to do in
respect of their own beneficial holdings of Ordinary Shares.
Shareholders should read the Notice of EGM set out in this Document for the
full text of the Resolutions to be proposed at the EGM and for further details
about the EGM.
Yours sincerely,
Efstratios-Georgios Arapoglou
Chairman
19 August 2024
(i)
PART 3
Key changes to corporate governance rules, securities laws and company law applicable to the Company following the Listing and Delisting
The Listing and Delisting will result in changes to certain aspects of the
corporate governance rules, securities laws and company law applicable to the
Company. The table below sets outs a summary of key material changes expected
to arise as a result of the Listing and Delisting, with the current position
set out in column 1 and the position following the Listing and Delisting set
out in column 2. This summary is not intended to be a comprehensive statement
of all implications of the Listing and Delisting on the legal and regulatory
regime applicable to the Company and is intended as a general guide. If
Shareholders are in any doubt as to the legal and regulatory implications of
the Listing and Delisting on the Company, they are encouraged to speak to
their legal and/or financial advisors.
As a public limited company incorporated in Ireland, the Company is currently
generally subject to the provisions of the Irish Companies Act 2014 (as
amended) (the "Companies Act") as well as related provisions of Irish
corporate law and the Company's Constitution. In addition, because the
Ordinary Shares are listed and admitted to trading on the main market of the
regulated market of the CSE and the international commercial companies
secondary listing category of the Official List of the LSE and on the main
market for listed securities operated by the LSE, the Company is subject to
the provisions of the listing rules of the CSE (the "CSE Listing Rules") as
well as the FCA listing rules applicable to companies with an international
commercial companies secondary listing (the "UK Listing Rules"). In addition,
the Company is currently subject to EU legislation applicable to companies
with a listing of equity securities on an EU regulated market, including the
EU Market Abuse Regulation (Regulation (EU) No. 596/2014) ("EU MAR") and EU
Transparency Directive (2004/109/EC) ("EU Transparency") as well as equivalent
provisions of UK law, including EU MAR as it forms part of retained EU law in
the UK from time to time, including, where relevant, pursuant to the UK's
European Union (Withdrawal) Act 2018 ("UK MAR") and the FCA Disclosure and
Transparency Rules (the "DTRs").
Following the Listing and Delisting, the Company will remain subject to the
provisions of the Companies Act as well as the CSE Listing Rules, EU MAR and
EU Transparency, the guidance of the European Banking Authority as well as
applicable provisions of the Corporate Governance Code of the CSE and the
Central Bank of Cyprus Governance Directive but will cease to be subject to
the UK Listing Rules as well as applicable provisions of UK MAR and the DTRs.
In addition, as a result of the Listing, the Company will become subject to
provisions of the Athens Exchange Rulebook, as amended from time to time (the
"ATHEX Rulebook") which apply to foreign issuers.
Notwithstanding the Company's international commercial companies secondary
listing on the LSE, the Company currently "complies or explains" with the UK
Corporate Governance Code (as amended) (the "UK Corporate Governance Code") on
a voluntary basis. Following the Listing and Delisting, the Board expects to
continue to voluntarily "comply or explain" with the UK Corporate Governance
Code on a transitional basis.
Issue Current Position (under the Companies Act, the Company's Constitution and Position Following the Listing and Delisting (under the Companies Act, the
applicable UK, Cyprus and EU law) Company's Constitution and applicable Greek, Cyprus and EU law)
Corporate Governance The Company is subject to corporate governance requirements under the · Existing corporate governance requirements under the Companies
Companies Act and the Company's Constitution, including requirements related Act and the Company's Constitution will continue to apply after the Listing
to companies with shares admitted to trading on an EU regulated market. and Delisting.
In addition, the Company is subject to the rules and guidance of the European · In addition, the Company will remain subject to the rules and
Banking Authority as well as applicable provisions of the Corporate Governance guidance of the European Banking Authority as well as applicable provisions of
Code of the CSE and the Central Bank of Cyprus Governance Directive. the Corporate Governance Code of the CSE and the Central Bank of Cyprus
Governance Directive.
The Company has an international commercial companies secondary listing on the
LSE and therefore is not required to "comply or explain" with the UK Corporate · Following the Delisting, the Company will continue to voluntarily
Governance Code, however, the Company currently "complies or explains" with "comply or explain" with the UK Corporate Governance Code on a transitional
the UK Corporate Governance Code on a voluntary basis. basis.
· As an Irish-incorporated company, the Company will not be
required to comply with the corporate governance legal framework applicable to
Greek-incorporated companies, however, the Company will be required to
continue to comply with the corporate governance framework applicable to it
under the Companies Act in Ireland.
Annual Re-election of Directors Under the Companies Act and the Company's Constitution, all directors hold · Existing requirements under the Companies Act and the Company's
their office until the following annual general meeting ("AGM"), following Constitution will continue to apply after the Listing and Delisting.
which all directors are subject to mandatory retirement and may offer
themselves for re-election. · Greek corporate law requirements applicable to the appointment of
directors will not apply to the Company. The Company will be required to
disclose the appointment of new directors (or any other change in the
composition of the Board) in accordance with the ATHEX Rulebook.
Allotment of New Shares Under the Companies Act and the Company's Constitution, the allotment of new · Existing requirements under the Companies Act and the Company's
shares by the Directors requires approval of Shareholders voting by an Constitution will continue to apply after the Listing and Delisting. In
ordinary resolution (i.e. a simple majority of the votes cast at a general addition, the existing Shareholder authorities provided at the 2024 AGM will
meeting of Shareholders). The Company currently seeks an annual allotment continue to apply in accordance with their terms.
authority at its AGM each year.
· There are no specific requirements for the allotment of new
At the AGM held on 17 May 2024 (the "2024 AGM"), Shareholders authorised the Ordinary Shares by the Company under the ATHEX Rulebook, save for disclosure
Board to allot (i) up to 147,245,978 new Ordinary Shares (representing obligations. If the Company does issue new Ordinary Shares, it will be
approximately 33.33% of the Company's issued share capital as at the date of required to follow certain procedures to list those Ordinary Shares on ATHEX
the notice of the 2024 AGM) and (ii) up to a further 147,245,978 new Ordinary (as well as on the CSE).
Shares (representing approximately 33.33% of the Company's issued share
capital as at the date of the notice of the 2024 AGM), provided any shares
allotted pursuant to sub-paragraph (ii) are offered by way of a rights issue
or other pre-emptive issue. The authorisation granted by Shareholders will
expire at the earlier of the Company's next AGM or 15 August 2025 (if
earlier). The Company expects to seek to renew such authority at subsequent
AGMs.
In addition, at the 2024 AGM, Shareholders also provided the Board with
authority to issue Additional Tier 1 Contingent Equity Conversion Notes ("AT1
ECNs") and to allot Ordinary Shares issued upon conversion or exchange of AT1
ECNs within certain limits specified in the relevant resolution.
Pre-Emption Rights Under the Companies Act and the Company's Constitution, if the Company issues · Existing requirements under the Companies Act and the Company's
equity securities for cash to new Shareholders, it is required first to offer Constitution will continue to apply after the Listing and Delisting. In
those securities on the same or more favourable terms to existing Shareholders addition, the existing Shareholder authorities provided at the 2024 AGM will
on a pro rata basis, commonly referred to as the statutory pre-emption right. continue to apply in accordance with their terms.
Shareholders may opt out of these statutory pre-emption rights by special
resolution (i.e. 75% of votes cast at a general meeting of Shareholders), for · There is no equivalent Greek law or ATHEX Rulebook requirements
a maximum of five years before requiring renewal. Statutory pre-emption rights applicable to the Company.
do not apply (i) where equity securities are allotted for non-cash
consideration (such as in a share-for-share acquisition), (ii) to the
allotment of non-equity securities (that is, securities that have the right to
participate only up to a specified amount in any income or capital
distribution) or (iii) where equity securities are allotted pursuant to an
employees' share scheme or similar equity plan. The Company currently seeks
the approval for the disapplication of statutory pre-emption rights at its AGM
each year.
At the 2024 AGM, Shareholders opted out of statutory pre-emption rights in
respect of any allotment of new equity securities for cash for (i) up to
22,309,997 new Ordinary Shares (representing approximately 5% of the Company's
issued share capital as at the date of the notice of the 2024 AGM) and (ii) up
to an additional 22,309,997 new Ordinary Shares (representing approximately 5%
of the Company's issued share capital as at the date of the notice of the 2024
AGM), provided the proceeds of any such allotment as is referenced in
sub-paragraph (ii) are to be used only for the purposes of financing (or
refinancing) a transaction which the directors determine to be an acquisition
or other capital investment of a kind contemplated by the Statement of
Principles on Disapplying Pre-emption Rights. This authorisation will expire
at the close of our 2025 AGM or the close of business on 15 August 2025 (if
earlier). The Company expects to seek to renew this authority at subsequent
AGMs.
In addition, at the 2024 AGM, Shareholders also provided the Board with
authority to issue AT1 ECNs and to allot Ordinary Shares issued upon
conversion or exchange of AT1 ECNs without first offering them to existing
Shareholders within certain limits specified in the relevant resolution.
Significant Transactions Under the Companies Act, Shareholder approval in connection with a transaction · Existing requirements under the Companies Act for Shareholder
involving the Company would be required under the following circumstances: approval in connection with a transaction involving the Company will continue
to apply after the Listing and Delisting.
• in connection with a scheme of arrangement of the Company,
both (i) a court order from the Irish High Court; and (ii) the approval of 75% · Following the Delisting, the Company will no longer be required
in value, of each class of Shareholders present and voting in person or by to comply with the UK Listing Rules and the approval of Shareholders will no
proxy at a meeting called to approve such a scheme would be required; longer be required for a reverse takeover (unless otherwise required under the
Companies Act).
• in connection with an acquisition of the Company by way of a
merger with a European Economic Area company under European Union Company Law · The following significant events are required to be disclosed to
Directive 2017/1132 (as amended) and the European Union (Cross-Border ATHEX: (a) the acquisition of an unlisted company which is carried out without
Conversions, Mergers and Divisions) Regulations 2023 of Ireland (as amended) a share capital increase, provided the consideration for the acquisition
both (i) a court order from the Irish High Court and (ii) a special resolution exceeds 30% of the Company's (or its Group's) issued share capital; (b) a
of shareholders would be required; and spin-off or transfer of a division of the Company, where the division
represents at least 30% of the Company's (or its Group's) turnover in the last
• in connection with a merger with another Irish incorporated financial year; and (c) a change in the activity of the Company and/or its
company under Chapter 16 of Part 17 of the Companies Act or a division of the expansion to other activities which, in the opinion of the Company's
Company pursuant to Chapter 17 of Part 17 of the Companies Act, both (i) a management, will significantly impact its (or its Group's) financial
court order from the Irish High Court and (ii) a special resolution of situation, including but not limited to a change in turnover, profitability,
Shareholders would be required (in either case). employed personnel or shareholders' equity of the Company.
As a result of its international commercial companies secondary listing on the
LSE, the Company is also required to comply with UK Listing Rule 14.4 relating
to reverse takeovers, which requires prior Shareholder approval by way of
ordinary resolution for any transaction which constitutes a reverse takeover
within the meaning of the UK Listing Rules.
Related Party Transactions Under the Companies Act, certain restrictions are applicable to the Company in · Existing requirements under the Companies Act will continue to
respect of related party transactions, including restrictions on non-cash apply following the Listing and Delisting.
transactions and credit transactions with directors. In addition, Shareholder
approval is required for certain transactions entered into between the Company · Under the ATHEX Rulebook and implementing decisions of ATHEX, the
and related parties as provided for under the Companies Act. Company will be required to publish an announcement to ATHEX in cases of
transactions between the Company and related parties, that fall outside the
Company's ordinary course of business.
Share Buy-Backs Under the Companies Act and the Company's Constitution, the Company is · Existing requirements under the Companies Act, the Company's
required to seek Shareholder approval by way of special resolution for the Constitution and EU MAR will continue to apply following the Listing and
authority to acquire its own Ordinary Shares by way of share repurchase. Under Delisting. UK MAR will no longer apply.
its Constitution, the Company may also acquire its Ordinary Shares by way of
redemption without the requirement for specific Shareholder approval. The · Under the ATHEX Rulebook and the implementing decisions of ATHEX,
Company is also subject to certain requirements under EU MAR and UK MAR in the Company will be required to make an announcement on ATHEX, where a
relation to the implementation of share buyback programmes. decision has been made that the Company will acquire its own Ordinary Shares.
The announcement must include: (i) the applicable time limits; (ii) the date
At the 2024 AGM, Shareholders granted the authority to the Company, or any of of transaction; (iii) the number of shares; (iv) the transaction price; and
its subsidiaries, the authority to repurchase up to approximately 10% of the (v) the total number and percentage of own shares repurchased.
Ordinary Shares until the earlier of the 2025 AGM or 15 August 2025.
Right to Place Items on the Agenda of General Meeting/Proxy Statement Under the Companies Act, members of the Company holding at least 3% of the · Existing requirements under the Companies Act and the Company's
Company's issued share capital, representing at least 3% of the voting rights Constitution will continue to apply after the Listing and Delisting.
of all the members who have a right to vote, have the right to put an item on
the agenda, or table a draft resolution, at an AGM. This right is subject to · Relevant Greek law provisions will not apply to the Company while
certain requirements under the Companies Act and the Company's Constitution. there are no applicable ATHEX Rulebook requirements.
Auditor Rotation Under the Companies Act and the Company's Constitution, the Company is · Existing requirements under the Companies Act and the Company's
required to (i) set a maximum engagement period of 10 years for its statutory Constitution will continue to apply after the Listing and Delisting.
auditor, and (ii) have the key audit partner responsible for carrying out the
statutory audit cease participation in the statutory audit not later than 5 · Relevant Greek law provisions will not apply to the Company while
years from the date of their first appointment to carry out such audit. there are no applicable ATHEX Rulebook requirements.
Statutory Squeeze-out in Takeovers The Company is currently subject to the EU Takeover Bids Directive (Directive · Following the Listing and Delisting, the Company will remain
2004/25/EC) (the "EU Takeover Directive"), and any takeover bid for the subject to the EU Takeover Directive and any takeover bid for the Company will
Company will be subject to the shared jurisdiction of the Irish Takeover Panel remain subject to the shared jurisdiction of the Irish Takeover Panel and
and CySEC. CySEC.
The Irish European Communities (Takeover Bids (Directive 2004/25/EC)) · In addition, the 2006 Takeover Regulations will continue to apply
Regulations 2006 (the "2006 Takeover Regulations") currently apply to the to the Company and as a result, the mandatory squeeze-out threshold in a
Company and contain a mandatory 90% squeeze-out threshold in any takeover bid takeover bid for the Company will remain 90%.
for the Company (meaning that once a bidder has obtained acceptance from 90%
or more of Shareholders, the remaining Shareholders may be subject to a · There are no additional Greek law or ATHEX Rulebook requirements.
mandatory acquisition of their Ordinary Shares on the same terms). The provisions of Greek law 3461/2006, which transposed the EU Takeover
Directive would only apply if the Company were delisted from CSE.
Financial Statements and Filing Requirements The Company is currently required to prepare audited consolidated financial · Following the Listing and Delisting, Ireland will remain the
statements in accordance with International Financial Reporting Standards Company's home member state for the purpose of the EU Transparency Directive
("IFRS"), as adopted by the EU pursuant to the EU Transparency Directive, as and the Company will continue to be required to prepare audited consolidated
implemented in Ireland under Irish Transparency Regulations. Ireland is financial statements in accordance with IFRS as adopted by the EU. In
currently the Company's home member state for the purpose of the EU addition, the provisions of the Companies Act applicable to the preparation,
Transparency Directive. Certain requirements also apply to the Company in audit and filing of the Company's financial statements will continue to apply.
relation to the preparation of financial statements under the Companies Act.
· Under ATHEX decision no. 25, as in force until the entry into
The Company is also subject to certain financial disclosure requirements under force of a relevant decision of the Hellenic Capital Market Commission
the UK Listing Rules and DTRs, which are broadly equivalent to those already regulating the same matter and by no later than 31 December 2024, the Company
applicable under the EU Transparency Directive, as implemented in Ireland. will need to disclose in its annual/semi-annual (as the case may be) financial
report certain information on the use of funds raised from a share capital
increase in cash or the issuance of a bond loan.
Vote on Remuneration and Remuneration Policy Under the Companies Act, the Company is required to (i) put its director · Existing requirements under the Companies Act will continue to
remuneration policy to an advisory shareholder vote at least every four years; apply after the Listing and Delisting.
and (ii) have an annual advisory shareholder "say on pay" vote on its
remuneration report. · Relevant Greek law will not apply to the Company while there are
no applicable ATHEX Rulebook requirements.
Market Abuse Regulation EU MAR and UK MAR currently apply to the Company, including in respect of the · Following the Listing and Delisting, EU MAR will continue to
announcement of inside information and the disclosure of transactions by apply. UK MAR will no longer apply but the Company will continue to be
persons discharging managerial responsibilities (including the Company's regulated by CySEC in respect of the application of MAR in Cyprus.
directors) or with persons closely associated with persons discharging
managerial responsibilities. · Following the Listing, the Company will become subject to the
oversight of the HCMC in relation to the enforcement of EU MAR in Greece.
Cancellation of Listing Under the UK Listing Rules, the Company, with an international commercial · Following the Listing and Delisting, the Company will no longer
companies secondary listing on the LSE, is not required to obtain approval of be required to comply with the UK Listing Rules.
Shareholders for the cancellation of its listing. The Company is required to
provide notice to the FCA of its intention to delist from the LSE giving at · Under Greek law, and more specifically, in accordance with the
least 20 business days' notice pursuant to UK Listing Rule 21.2.17. provisions of Greek Law 3371/2005 a voluntary delisting of the Company from
ATHEX will require approval from (i) Shareholders representing at least 95% of
the Company's total voting rights and (ii) the HCMC.
Sponsor for Certain Transactions Not applicable under the UK Listing Rules for companies with an international · A listing sponsor is not required for the Listing from the
commercial companies secondary listing. perspective of HCMC or ATHEX.
Disclosure Rules and Transparency Rules The Company is subject to the Irish Transparency Regulations. · The Company will continue to comply with the Irish Transparency
Regulations and applicable provisions of the EU Transparency Directive as
The Company complies with the DTRs, as they are applicable to companies with implemented in Ireland.
an international commercial companies secondary listing on the LSE, in
relation to (i) the disclosure and control of inside information by issuers · Following the Listing and Delisting, the Company will no longer
(DTR 2); (ii) transactions by persons discharging managerial responsibilities be required to comply with DTRs.
and their connected persons (DTR 3); (iii) periodic and financial reporting
(DTR 4); (iv) vote holder and issuer notification rules (DTR 5); (v) · Ireland shall remain the Company's home Member State, therefore
continuing obligations and access to information (DTR 6); and (vi) corporate Greek Law 3556/2007 which transposed the EU Transparency Directive into Greek
governance (DTR 7). law, will not apply to the Company after Listing.
Notification of Major Shareholdings Under the Companies Act and the Irish Transparency Regulations, a notification · The existing requirements under the Companies Act and the Irish
obligation arises whenever a person knowingly acquires or disposes of shares Transparency Regulations will continue to apply after the Listing and
in the Company and, following such acquisition or disposal, their shareholding Delisting.
exceeds or falls below the 3% and each 1% thereafter up to 100%.
· Following the Listing and Delisting, the Company will no longer
A separate notification obligation arises under the DTRs, in the case of the be required to comply with the DTRs.
Company, whenever a person knowingly acquires or disposes of shares in the
Company and, following such acquisition or disposal, their shareholding
exceeds or falls below 5%, 10%, 15%, 20%, 30%, 50% or 75%.
PART 4
Settlement and dealings in Ordinary Shares following the Listing and Delisting
1. Introduction
Implementation of the Listing and Delisting will result in a number of changes
to the way in which Ordinary Shares are traded and settled.
2. Current position in relation to the trading and settlement
of Ordinary Shares
As at the date of this Document, Shareholders are entitled to hold interests
in Ordinary Shares either (a) directly on the register of members of the
Company (the "Register of Members") or (b) indirectly through either (i) the
securities settlement system operated by Euroclear Bank SA/NV ("Euroclear
Bank" and the "Euroclear System") and, at their option, through CREST
Depository Interests ("CDIs") issued in CREST, or (ii) depositary interests
that represent Ordinary Shares which are issued and administered by Link
Market Services Trustees Limited (the "Depositary") (the "DIs").
Shareholders holding their interests in Ordinary Shares indirectly through the
Euroclear System in the form of CDIs can currently trade their Ordinary Shares
on the LSE. Where Shareholders hold interests in Ordinary Shares through the
Euroclear System and/or through CDIs, legal title to the underlying Ordinary
Shares is held by Euroclear Nominees Limited ("Euroclear Nominees") as nominee
for Euroclear Bank, operating as an issuer central securities depository
("CSD"). Trades in the Ordinary Shares on the LSE are currently settled in
CREST without any change occurring to legal title to the Ordinary Shares as
recorded on the Register of Members.
Shareholders holding their interests in Ordinary Shares indirectly through DIs
("DI Holders") can currently trade their Ordinary Shares on the CSE. Trades in
Ordinary Shares on the CSE are settled on a dematerialised basis through the
securities settlement system operated by the Cyprus Central Securities
Depository and the Central Registry of the CSE (the "CDCR").
Shareholders holding their Ordinary Shares directly on the Register of Members
need to take steps to hold their shares indirectly through the Euroclear
System in the form of CDIs issued in CREST or as DIs issued by the Depositary
(as applicable) in order to trade those shares on the LSE or CSE respectively.
3. Trading and settlement of Ordinary Shares following the
Listing and Delisting
Following the Listing and Delisting, Euroclear Bank will remain the issuer
central securities depository or "issuer CSD" for the Company and Shareholders
will remain entitled to hold their Ordinary Shares either (a) directly on the
Register of Members, or (b) indirectly either (i) through the Euroclear System
or (ii) in the form of DIs issued by the Depositary.
Shareholders may continue trading any of their Ordinary Shares that are held
through DIs on the CSE in the same way as before the Listing and Delisting and
without the need to take any further action.
Shareholders wishing to trade any of their Ordinary Shares (other than shares
already held through DIs) on the CSE, following the Listing and Delisting,
will need to take steps to hold their Ordinary Shares as DIs which are
eligible for settlement in the CDCR. Further information on trading and
settlement of Ordinary Shares on the CSE following the Listing and Delisting
is set out in Section 4 - Trading and settlement of Ordinary Shares on the CSE
following the Listing and Delisting of this Part 4 below.
Similarly, in order for Shareholders to trade their Ordinary Shares on ATHEX
following the Listing, they will need to take steps to hold their Ordinary
Shares via the securities depositary for ATHEX operated by the Hellenic
Central Securities Depositary (the "ATHEXCSD"), which will participate as an
investor CSD within the Euroclear System through a CSD links service offered
by SIX SIS. Further information on trading and settlement of Ordinary Shares
on ATHEX following the Listing and Delisting is set out in Section 5 - Trading
and settlement of Ordinary Shares on ATHEX following the Listing and Delisting
of this Part 4 below.
Following the Listing and Delisting, Shareholders will also be able to
continue to hold their Ordinary Shares indirectly through the Euroclear System
though CDIs issued in CREST in the same manner as they currently do. However,
following the Delisting, it will no longer be possible for Shareholders to
trade their Ordinary Shares on the LSE. Shareholders holding their Ordinary
Shares as CDIs who wish to trade their Ordinary Shares on the CSE or ATHEX
following the Listing and Delisting will need to take steps to hold their
Ordinary Shares as DIs issued by the Depositary or via the ATHEXCSD (as
applicable). Further information on holding Ordinary Shares indirectly through
the Euroclear System as CDIs issued in CREST following the Listing and
Delisting is set out in Section 6 - Holding Ordinary Shares as CDIs following
the Listing and Delisting of this Part 4 below.
The information contained in this Part 4 is based on the Company's current
understanding and expectations. If there are any material changes to the
procedures outlined, additional information will be made available on the
Company's website, or if considered appropriate, by regulatory information
service announcement.
4. Trading and settlement of Ordinary Shares on the CSE
following the Listing and Delisting
Implementation of the Listing and Delisting is not expected to impact the
current procedures for the trading and settlement of Ordinary Shares on the
CSE.
Trades in Ordinary Shares on the CSE must be settled through the
dematerialised securities system on the CSE (the "Cyprus DSS") on a
dematerialised basis. As Ordinary Shares cannot be held on a dematerialised
basis in the Cyprus DSS, the Company has established a depositary arrangement
which enables Shareholders who wish to trade Ordinary Shares on the CSE to
receive DIs representing Ordinary Shares. Each DI represents an entitlement to
one Ordinary Share. Under the Depositary Agreement, the Depositary is
appointed to provide depositary and certain other services, upon the terms of
the deed poll dated 15 November 2016 (as amended), issued and executed by the
Company in favour of the DI Holders and granting certain rights to the DI
Holders (the "Deed Poll"), in connection with the DIs representing the
Ordinary Shares. These services include the issue of DIs to holders of
investor share code and securities accounts with the CSE ("CSE ISCS
Accounts"), on an uncertificated basis into the Cyprus DSS and to effect
transactions relating to the DIs and the Ordinary Shares to which they relate
on behalf of holders of CSE ISCS Accounts directly and/or through the
Depositary.
Under these arrangements, Ordinary Shares represented by DIs are issued to the
Depositary, rather than to Shareholders directly and legal title to such
Ordinary Shares is held by the Depositary on behalf of the Shareholder. In
turn, the Depositary holds its interest in the Ordinary Shares on trust for DI
Holders on the terms of the Deed Poll. Each DI Holder has an interest in the
relevant Ordinary Shares but are not registered holders of such Ordinary
Shares, and as such are able to enforce and exercise the rights relating to
the Ordinary Shares only in accordance with the existing arrangements in place
relating to the DIs.
Shareholders may continue trading any of their Ordinary Shares that are held
through DIs on the CSE in the same way as before the Listing and Delisting and
without the need to take any further action.
Shareholders wishing to trade any of their Ordinary Shares (other than shares
held through DIs) on the CSE will continue to need to take steps to hold their
Ordinary Shares as DIs which are eligible for settlement in the Cyprus DSS.
Shareholders who wish to hold their interests in Ordinary Shares via DIs to be
traded on the CSE are strongly encouraged to establish CSE ISCS Accounts
within the Cyprus DSS and appoint one or more authorised operators on the CSE
("CSE Operators") to operate and maintain those accounts on their behalf.
Shareholders who wish to hold their Ordinary Shares as DIs should complete a
Depositary Interest request form and send such form to their CSE Operator or
the Depositary. This form can be obtained from the Depositary by emailing
EBProcessing@linkgroup.co.uk (mailto:EBProcessing@linkgroup.co.uk) .
DI Holders who wish to trade their Ordinary Shares on ATHEX following the
Listing and Delisting will need to take the steps outlined in Section 5 -
Trading and settlement of Ordinary Shares on ATHEX following the Listing and
Delisting of this Part 4 below, in order to hold their Ordinary Shares via the
dematerialised securities system operated by the ATHEXCSD (the "ATHEXCSD
DSS").
DI Holders should be aware that the process of converting Ordinary Shares held
though DIs into Ordinary Shares held through the ATHEXCSD DSS in book-entry
form may take some time. As a result, DI Holders who wish to trade their
Ordinary Shares on ATHEX following the Listing and Delisting are strongly
encouraged to establish a relationship with one or more ATHEX members or
custodian banks as authorised operators ("ATHEXCSD Participants") to operate
and maintain a shares and securities account within the ATHEXCSD DSS (an
"ATHEXCSD DSS Account") on their behalf in good time prior to the Listing and
Delisting becoming effective and in any event prior to attempting to trade
their Ordinary Shares on ATHEX.
5. Trading and settlement of Ordinary Shares on ATHEX
following the Listing and Delisting
Trades in Ordinary Shares on ATHEX must be settled through the ATHEXCSD
through book-entries in a securities account operated within the ATHEXCSD DSS.
On and from the Effective Date of the Listing, in order to facilitate trading
and settlement of Ordinary Shares on ATHEX, the ATHEXCSD will participate as
an investor CSD in the Euroclear System via a CSD links service provided by
SIX SIS. As a result, trades of Ordinary Shares on ATHEX will be settled
exclusively within the ATHEXCSD, without any change in the book-entries
recorded in the Euroclear System or any change to the Register of Members.
Shareholders who wish to trade their Ordinary Shares on ATHEX following the
Listing will need to take steps to hold their Ordinary Shares via the
ATHEXCSD. This will require Shareholders to establish an ATHEXCSD DSS Account
and appoint one or more ATHEXCSD Participants to operate and maintain their
ATHEXCSD DSS Account on their behalf.
Shareholders who wish to open an ATHEXCSD DSS Account should appoint one or
more ATHEXCSD Participants to open and maintain ATHEXCSD DSS Accounts on their
behalf. All Ordinary Shares through the ATHEXCSD DSS in book-entry form are
recorded in the ATHEXCSD DSS and all relevant transfers settled through the
ATHEXCSD DSS are monitored through the relevant ATHEXCSD DSS Accounts.
ATHEXCSD, as the administrator of the ATHEXCSD DSS, will (directly or
indirectly) maintain a position of Ordinary Shares in a securities account
with SIX SIS which corresponds to the aggregate number of Ordinary Shares held
through the ATHEXCSD DSS in book-entry form.
To enable Shareholders to trade their Ordinary Shares as soon as possible
following the Listing, Shareholders are strongly encouraged to establish a
relationship with an eligible ATHEXCSD Participant to operate and maintain an
ATHEXCSD DSS Account on their behalf in good time prior to the Listing
becoming effective. Shareholders will be entitled to direct the transfer of
their Ordinary Shares into the ATHEXCSD to be held on their behalf through
ATHEXCSD Participants from the business day after the ATHEX Listing Committee
approves the Listing (i.e. 18 September 2024). Shareholders are encouraged to
contact their investment manager, custodian, financial adviser or other
financial intermediary as soon as possible in order to determine what steps
they will need to complete in order to establish an ATHEXCSD DSS Account
operated on their behalf by ATHEXCSD Participants.
Shareholders holding their Ordinary Shares via the ATHEXCSD will be entitled
to direct the exercise of the rights attaching to their Ordinary Shares in
accordance with the ATHEXCSD Central Securities Depository Rulebook of the
Hellenic Central Securities Depository, as amended from time to time (the
"ATHEXCSD Rulebook"), a copy of which is available at
https://www.athexgroup.gr. Shareholders are strongly encouraged to familiarise
themselves with the terms and conditions of the ATHEXCSD Rulebook and the
applicable requirements and deadlines for taking actions in respect of
corporate actions.
Shareholders holding their Ordinary Shares via the ATHEXCSD who wish to trade
their Ordinary Shares on the CSE following the Listing and Delisting will need
to take the steps outlined in Section 4 - Trading and settlement of Ordinary
Shares on the CSE following the Listing and Delisting of this Part 4 above, in
order to hold their Ordinary Shares as DIs which are eligible for settlement
in the Cyprus DSS.
Shareholders holding their Ordinary Shares via the ATHEXCSD in book-entry form
should be aware that the process of converting such Ordinary Shares into
Ordinary Shares held though DIs may take some time. As a result, Shareholders
holding their Ordinary Shares via the ATHEXCSD who wish to trade their
Ordinary Shares on the CSE following the Listing and Delisting are strongly
encouraged to establish a relationship with an eligible CSE Operator to
operate and maintain a CSE ISCS Account on their behalf in good time prior to
the Listing and Delisting becoming effective and in any event prior to
attempting to trade their Ordinary Shares on the CSE.
6. Holding Ordinary Shares as CDIs following the Listing and
Delisting
Following the Delisting, Shareholders will continue to be entitled to hold
their Ordinary Shares indirectly through the Euroclear System in the form of
CDIs issued in CREST. It is expected that, subject to continued compliance
with the CREST International Manual (and, in particular, the CREST Deed Poll
set out in the CREST International Manual) and the CREST Terms and Conditions
issued by EUI, such Shareholders will continue to be entitled to direct the
exercise of rights relating to their Ordinary Shares in substantially the same
manner as is currently the case. However, following the Delisting,
Shareholders holding their Ordinary Shares via CDIs ("CDI Holders") will no
longer be entitled to trade their Ordinary Shares on the LSE.
CDI Holders who wish to trade their Ordinary Shares on the CSE following the
Listing and Delisting will need to take the steps outlined in Section 4 -
Trading and settlement of Ordinary Shares on the CSE following the Listing and
Delisting of this Part 4 above, in order to hold their Ordinary Shares as DIs
which are eligible for settlement in the Cyprus DSS.
Similarly, CDI Holders who wish to trade their Ordinary Shares on ATHEX
following the Listing and Delisting will need to take the steps outlined in
Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the
Listing and Delisting of this Part 4 above, in order to hold their Ordinary
Shares via the ATHEXCSD DSS.
CDI Holders should be aware that the process of converting their Ordinary
Shares held though CDIs into Ordinary Shares held though DIs or through the
ATHEXCSD DSS in book-entry form may take some time. As a result, CDI Holders
who wish to trade their Ordinary Shares on the CSE or ATHEX following the
Listing and Delisting are strongly encouraged to establish a relationship with
an eligible CSE Operator or ATHEXCSD Participant (as applicable) to operate
and maintain a CSE ISCS Account or an ATHEXCSD DSS Account (as applicable) on
their behalf in good time prior to the Listing and Delisting becoming
effective and in any event prior to attempting to trade their Ordinary Shares
on the CSE or ATHEX.
7. Holding Ordinary Shares directly on the Register of Members
following the Listing and Delisting
Following the Listing and Delisting, Shareholders will continue to be entitled
to hold their Ordinary Shares directly on the Register of Members. Subject to
and conditional upon the passing of Resolution 2 by the requisite majority of
Shareholders at the EGM, all Ordinary Shares held directly on the Register of
Members will be held in dematerialised form with effect from the Listing.
Holders of Ordinary Shares directly on the Register of Members who wish to
trade their Ordinary Shares on the CSE following the Listing and Delisting
will need to take the steps outlined in Section 4 - Trading and settlement of
Ordinary Shares on the CSE following the Listing and Delisting of this Part 4
above, in order to hold their Ordinary Shares as DIs which are eligible for
settlement in the Cyprus DSS.
Similarly, holders of Ordinary Shares directly on the Register of Members who
wish to trade their Ordinary Shares on ATHEX following the Listing and
Delisting will need to take the steps outlined in Section 5 - Trading and
settlement of Ordinary Shares on ATHEX following the Listing and Delisting of
this Part 4 above, in order to hold their Ordinary Shares via the ATHEXCSD
DSS.
Registered holders of Ordinary Shares should be aware that the process of
converting their Ordinary Shares to DIs or Ordinary Shares held through the
ATHEXCSD DSS in book-entry form may take some time. As a result, holders of
Ordinary Shares directly on the Register of Members who wish to trade their
Ordinary Shares on the CSE or ATHEX following the Listing and Delisting are
strongly encouraged to establish a relationship with an eligible CSE Operator
or ATHEXCSD Participant (as applicable) to operate and maintain a CSE ISCS
Account or an ATHEXCSD DSS Account (as applicable) on their behalf in good
time prior to the Listing and Delisting becoming effective and in any event
prior to attempting to trade their Ordinary Shares on the CSE or ATHEX.
PART 5
Summary of the tax consequences under Irish, Cyprus, Greek, UK and US laws
The statements in this Part 5 do not constitute tax advice and are intended
only as a general guide to certain Irish, Cyprus, Greek, UK and US tax
implications arising from the implementation of the delisting from LSE and
subsequent listing on ATHEX, at the level of Shareholders and should not be
considered as a detailed analysis of all potential tax consequences in
connection with the Listing and Delisting and/or its implementation. The
statements included herein are based on the current applicable laws in the
relevant jurisdictions involved and what is understood to be the current tax
practice of the tax authorities in such jurisdictions as at the Latest
Practicable Date, both of which may potentially be amended, possibly with
retroactive effect.
The Shareholders who are in any doubt with regard to their tax position and/or
who may be subject to tax in their jurisdiction are strongly recommended to
consult their own professional advisers.
1. Ireland Taxation
The following is a general summary of the material Irish tax considerations
applicable to Shareholders who are the ultimate owners of the Ordinary Shares
and who are not associated with the Company (otherwise than by virtue of the
holding of the Ordinary Shares and hold less than 50% of the Ordinary Shares).
References to "Shareholders" in this summary should be read accordingly. This
summary does not apply to Shareholders who are resident in Ireland for tax
purposes or who carry on a trade in Ireland through a permanent establishment
to which their Ordinary Shares are attributable.
This summary is based on existing Irish tax laws and our understanding of the
practices of the Irish Revenue Commissioners ("Irish Revenue") as of the
Latest Practicable Date and may be subject to change.
The following summary does not constitute tax advice and is intended only as a
general guide. The following summary is not exhaustive and Shareholders should
consult their own tax advisers about the Irish tax consequences (and the tax
consequences under the laws of other relevant jurisdictions), which may arise
as a result of the Listing and Delisting and the acquisition, ownership and
disposition of the Ordinary Shares in the future. Furthermore, the following
summary applies only to Shareholders who beneficially hold their Ordinary
Shares as an investment and does not apply to all categories of Shareholders,
such as dealers in securities, trustees, insurance companies, collective
investment schemes, pension funds or Shareholders who have, or who are deemed
to have, acquired their Ordinary Shares by virtue of an office or employment
and such persons may be subject to special rules.
1.1 Capital Gains Tax ("CGT")
Shareholders should not be liable to Irish CGT as a result of the Listing and
Delisting, on the basis that the Listing and Delisting should not be treated
as giving rise to a disposal of the Ordinary Shares for CGT purposes.
1.2 Dividends Withholding tax ("DWT")
Irish DWT should not arise as a result of the Listing and Delisting.
Following the Listing and Delisting, the Company will remain resident for tax
purposes in Cyprus and as such, no Irish DWT should apply to dividends paid by
the Company.
1.3 Irish Encashment Tax
Irish encashment tax will be required to be withheld at the standard rate of
income tax (currently 25%) from any dividends paid by the Company, where such
dividends are entrusted to a bank or encashment agent in Ireland (i.e. a
paying agent) for payment to any Irish tax resident Shareholder and paid over
to Irish Revenue. The obligation to withhold encashment tax is on the banker,
broker or paying agent ("Chargeable Person"). An exemption from the obligation
to deduct encashment tax applies for non-Irish tax resident Shareholders who
have completed and furnished a declaration (Form1FD) to the Chargeable Person.
1.4 Irish stamp duty
(a) General
The rate of stamp duty payable (where applicable) on transfers of shares of
Irish incorporated companies is 1% of the price paid or the market value of
the shares acquired, whichever is greater. Where Irish stamp duty arises, it
is generally a liability of the transferee.
No stamp duty should be payable on the delisting of the Ordinary Shares from
the LSE and/or listing of the Ordinary Shares on ATHEX pursuant to the Listing
and Delisting.
(b) Transfers of Ordinary Shares held directly on the Register of
Members
Transfers of Ordinary Shares held directly on the Register of Members will
(unless exempted) be subject to Irish stamp duty at the rate of 1% on the
consideration paid or market value of the Ordinary Shares being transferred,
whichever is greater. Where Irish stamp duty arises, it is generally a
liability of the transferee.
The transferee must file a stamp duty return with Irish Revenue in order to
pay stamp duty. Any applicable stamp duty is paid as part of the process of
filing the return.
(c) Transfers of Ordinary Shares through the CREST
Electronic transfers of Ordinary Shares through the CREST will, unless
exempted, be subject to Irish stamp duty at the rate of 1% on the
consideration paid or market value of the Ordinary Shares being transferred,
whichever is greater. Where Irish stamp duty arises, it is generally a
liability of the transferee.
Any applicable stamp duty is collected and paid through the CREST.
(d) Trading Ordinary Shares on ATHEX or on CSE
There is currently no integrated mechanism for the collection and
administration of stamp duty on electronic transfers of Ordinary Shares on the
CSE, which are settled through the securities settlement system operated by
the Central Securities Depository and the Central Registry of the CSE (the
"CDCR") or electronic transfers of Ordinary Shares on ATHEX which are settled
through the securities depositary for ATHEX operated by the Hellenic Central
Securities Depositary S.A. (the "ATHEXCSD"). The current practice of Irish
Revenue has not been to collect or pursue stamp duty on electronic transfers
where such a mechanism is not in place. As a result, whilst there is an
argument that stamp duty applies to electronic transfers of Ordinary Shares,
where such transfer results in a change of beneficial ownership or is effected
in contemplation of a sale, based on the above practice of Irish Revenue, it
is likely that no stamp duty will be collected on such transfers conducted on
the CSE or ATHEX. Whilst Irish Revenue's standing practice is open to change,
we are not currently aware of any plans to change the current practice or to
develop and implement an integrated collection mechanism in respect of
electronic transfers of Ordinary Shares on the CSE or ATHEX.
(e) Transfers of Ordinary Shares from ATHEX to CSE following the
Listing
The transfer of the Ordinary Shares (from the relevant EB Participant's
account) to the Depositary and the issuance of DIs into the Cyprus DSS (to the
relevant securities account within the CSE designated by the former holder of
Ordinary Shares) should not attract Irish stamp duty, provided that (i) there
is no change in the beneficial ownership of such Ordinary Shares as a result
of the transfer; and (ii) the transfer to the Depositary is not effected in
contemplation of a sale of such Ordinary Shares by a beneficial owner to a
third party.
There is currently no integrated mechanism for the collection and
administration of stamp duty on electronic transfers of Ordinary Shares on the
CSE which are settled through the securities settlement system operated by the
CDCR or electronic transfers of Ordinary Shares on ATHEX which are settled
through the ATHEXCSD. The current practice of Irish Revenue has not been to
collect or pursue stamp duty on electronic transfers where such a mechanism is
not in place. As a result, whilst there is an argument that stamp duty applies
to electronic transfers of Ordinary Shares where such transfer results in a
change of beneficial ownership or is effected in contemplation of a sale,
based on the above practice of Irish Revenue, it is likely that no stamp duty
will be collected on such transfers where they are conducted on the CSE or
ATHEX. Whilst Irish Revenue's standing practice is open to change, we are not
currently aware of any plans to change the current practice or to develop and
implement an integrated collection mechanism in respect of electronic
transfers of Ordinary Shares on the CSE or ATHEX.
Due to the potential Irish stamp charge on certain transfers of Ordinary
Shares held outside of the Cyprus DSS, Shareholders may wish to consult their
own tax advisor in respect of the election to be made by them in the
Depositary Interest request form.
(f) Transfers of Ordinary Shares from CSE to ATHEX following the
Listing
The cancellation and removal of the DIs from the Cyprus DSS and the transfer
of the underlying Ordinary Shares to the Euroclear Bank account designated by
the former DI Holder to be held via the ATHEXCSD, should not attract stamp
duty, provided that (i) there is no change in the beneficial ownership of such
Ordinary Shares as a result of the transfer; and (ii) the transfer into the
relevant EB Participant account is not effected in contemplation of a sale of
such Ordinary Shares by a beneficial owner to a third party.
Electronic transfers of Ordinary Shares within the Euroclear System may,
unless exempted, be subject to Irish stamp duty at the rate of 1% on the
consideration paid or market value of the Ordinary Shares being transferred,
whichever is greater. Such transfers should however not attract Irish stamp
duty if (i) there is no change in the beneficial ownership of such Ordinary
Shares as a result of the transfer; and (ii) the transfer between Euroclear
Bank accounts is not effected in contemplation of a sale of such Ordinary
Shares by a beneficial owner to a third party. Where Irish stamp duty arises,
it is generally a liability of the transferee.
Due to the potential Irish stamp charge on transfers of Ordinary Shares held
outside of the ATHEXCSD, Shareholders may wish to consult their own tax
advisor in respect of any tax election to be made by them when transferring
their shares.
2. Cyprus Taxation
The following is a general summary of the material Cyprus tax considerations
applicable to Shareholders. This summary is based on existing Cyprus tax laws
and our understanding of the practices of the Cyprus Tax Department as of the
Latest Practicable Date and may be subject to change.
2.1 Capital Gains Tax ("CGT")
Shareholders should not be liable to capital gains tax in Cyprus as a result
of the Listing and Delisting on the basis that, the Listing and Delisting
should not be treated as giving rise to a disposal of the Ordinary Shares for
CGT purposes.
2.2 Withholding Tax ("WHT")
No WHT should arise as a result of the Listing and Delisting.
Cyprus does not levy any WHT on dividend payments made to non-Cyprus tax
resident companies (other than the below companies) or to individuals who are
not considered to be domiciled in Cyprus. In addition, no WHT is imposed on
dividend payments made between Cyprus tax resident companies, as per the
Special Contribution to the Defence Fund of the Republic Law of 117(I)/2002,
as amended (the "SDC Law").
WHT at the rate of 17% is applied on the amount of dividends paid by a Cyprus
tax resident company to a company which is a tax resident in a jurisdiction
included in the EU list of non-cooperative jurisdictions for tax purposes (the
"EU List"), or to a company incorporated or registered in a jurisdiction
included in the EU List and not considered to be tax resident in another
jurisdiction which is not included in the EU List. The above does not apply to
dividends paid in relation to securities listed on a recognised stock
exchange, and both CSE and ATHEX are considered to be recognised stock
exchanges. WHT at the rate of 17% is applied on the amount of dividends paid
by a Cyprus tax resident company to Cyprus tax resident and domiciled
individual Shareholders. The above mentioned WHT is the special contribution
for defence tax ("SDC").
In addition, the dividends to be paid to an individual who is tax resident in
Cyprus, irrespective whether domiciled or non-domiciled in Cyprus is subject
to 2.65% withholding pursuant to the provisions of the General Healthcare
System Law ("GHS Law").
The above comments in relation to the withholding of SDC and General
Healthcare System contributions ("GHS") on dividend payments will not be
applicable, since the Company obtained a confirmation from the Cyprus Tax
Department through an advance tax ruling that:
1. any dividend payments made in relation to the Ordinary
Shares which are listed on ATHEX, including companies that are tax residents
in a jurisdiction included in the EU List or which are incorporated or
registered in a jurisdiction included in the EU List and are not resident in
another jurisdiction that is not included in the EU List, shall be exempt from
any withholding tax (SDC) obligations at the level of the Company;
2. any dividend payments made in relation to the Ordinary
Shares which are listed on CSE shall be exempt from any withholding tax (SDC)
obligations at the level of the Company, if such dividend payments are made to
Shareholders who are companies which are tax residents in a jurisdiction
included in the EU list or which are incorporated or registered in a
jurisdiction included in the EU List and are not resident in another
jurisdiction that is not included in the EU List;
3. there is no obligation for the Company to withhold GHS upon
distribution of dividends to the Shareholders who are Cyprus tax resident
individuals and own the Ordinary Shares listed and traded on ATHEX; and
4. in case the Shareholders are Cyprus tax resident
individuals and own the Ordinary Shares listed and traded on ATHEX, it should
be the sole responsibility and obligation of such individuals to pay SDC and
GHS on the dividend income via self-assessment.
2.3 Taxation of Dividends
(a) Non-Cyprus Tax Residents
Persons (both natural and legal, other than the companies which are tax
residents in a jurisdiction included in the EU List, or to a company
incorporated or registered in a jurisdiction included in the EU List and not
considered to be tax resident in another jurisdiction which is not included in
the EU List) who are not tax resident for tax purposes in Cyprus pursuant to
the provisions of the Cyprus law applicable to income tax should not be liable
to any charge for SDC.
In addition, individuals who are not tax resident for tax purposes in Cyprus
pursuant to the provisions of the GHS Law should not be liable for GHS.
(b) Cyprus tax resident individuals
A Cyprus tax resident Shareholder will not be subject to Cyprus personal
income tax on dividends received from the Company. However, if such dividend
payments are made to a Cyprus tax resident and domiciled Shareholder, they
will be subject to SDC (please refer to WHT in paragraph 2.2 above).
The term "domiciled in Cyprus" is defined in the SDC Law as an individual who
has a Cyprus domicile of origin in accordance with the Wills and Succession
Law, Cap 195 (the "Wills and Succession Law") (i.e. the domicile of the father
at the time of birth) but it does not include:
(i) an individual who has obtained and maintained a domicile
of choice outside Cyprus in accordance with the Wills and Succession Law,
provided that such an individual has not been a tax resident of Cyprus for a
period of 20 consecutive years preceding the tax year; or
(ii) an individual who has not been a tax resident of Cyprus for
a period of 20 consecutive years prior to the introduction of the SDC Law.
Notwithstanding the above, an individual who has been a tax resident of Cyprus
for at least 17 years out of the last 20 years prior to the relevant tax year,
will be considered to be "domiciled in Cyprus" and as such be subject to SDC
regardless of their domicile of origin.
Finally, the dividends received by an individual who is tax resident in
Cyprus, irrespective of whether they are domiciled or non-domiciled is subject
to 2.65% withholding pursuant to the provisions of the GHS Law.
(c) Cyprus tax resident companies
A Cyprus tax resident Shareholder will not be subject to Cyprus corporate
income tax on dividends received from the Company. Such dividend payments will
not be subject to SDC (please refer to WHT in paragraph 2.2 above).
2.4 Stamp Duty ("SD")
No SD implications should arise as a result of the Listing and Delisting,
since the Ordinary Shares are in a non-Cyprus company (i.e. Irish shares).
3. Greece Taxation
The following is a general summary of the material Greek tax considerations
applicable to Shareholders. This summary is based on existing Greek tax regime
as of the Latest Practicable Date and may be subject to change.
3.1 Capital Gains Tax ("CGT")
Shareholders should not be liable to capital gains tax as a result of the
Listing and Delisting on the basis that the Listing and Delisting should not
be treated as giving rise to a disposal of the Ordinary Shares for CGT
purposes and as such no capital gain is expected to arise at the level of
Shareholders.
Subsequent to the listing on ATHEX
(a) Greek tax resident individuals
As a general remark, whether a Greek tax resident private individual
Shareholder disposes of participations in a Greek or foreign company, any
capital gain arising from the transfer is, in principle, subject to CGT at a
15% rate. If the disposed shares belong to a listed entity, CGT would be
imposed only insofar as the said Greek private individual holds shares which
correspond to at least 0.5% of the listed company's share capital.
Capital gain is defined as the difference between the shares' acquisition and
sale price. Any expenses closely connected with the acquisition or sale of the
shares (e.g. fees paid to ATHEX, shares' sale tax, etc.) are taken into
account in order to determine the capital gain. In case of the Ordinary Shares
and for the determination of capital gain, the acquisition and the sale price
are determined by the corresponding documents issued by the competent body
(e.g. the brokerage company etc.).
A Greek tax resident individual must declare said capital gain income in their
annual tax return, irrespective of whether their income is subject to tax or
not.
(b) Greek tax resident legal persons and legal entities
In the event that a Greek tax resident legal person or legal entity
shareholder disposes of shares, the relevant capital gain will be classified
as "business profit", taxable in principle at the standard 22% corporate
income tax ("CIT") rate, alongside all other income streams. The same
treatment would apply to foreign tax resident legal persons or entities with a
Greek permanent establishment to which the relevant shares and corresponding
profit are attributed.
Capital gain is defined as the difference between the shares' acquisition and
sale price. Any expenses closely connected with the acquisition or sale of the
shares (e.g. fees paid to ATHEX, shares' sale tax etc.) are taken into account
in order to determine the capital gain. In the case of the Ordinary Shares and
for the determination of capital gain, the acquisition and the sale price are
determined by the corresponding documents issued by the competent body (e.g.
the brokerage company etc.).
Pursuant to art. 48A of Greek Income Tax Code ("GITC"), CGT relief can be
applied on the condition that the following prerequisites are met
(participation exemption regime):
(i) the legal entity whose shares are disposed of (i.e. the
Company) is included in Directive 2011/96/EU, is an EU tax resident and is
subject to tax as described in Directive 2011/96/EU as is the case at hand;
(ii) the receiving entity has at least a 10% participation right
in the payer entity; and
(iii) the shares should be held for at least 24 months.
Lastly, it is noted that specific categories of taxpayers may be subject to
taxation under specific rules, depending on the exact status and
characteristics at hand (e.g. UCITS etc).
3.2 Sales Tax
According to article 9 para. 2 of L. 2579/1998, a tax ("Sales Tax") at a rate
of 1‰ (0.1%) is imposed on the sales of shares listed on a regulated market
or a multilateral trading facility operating in Greece pursuant to L.
4514/2018, such as ATHEX. The Sales Tax is imposed irrespective of whether the
relevant transactions are carried out inside or outside the aforementioned
trading venues. Sales Tax is not imposed in cases where an exemption is
provided by specific legislative provisions. In addition, Sales Tax is
calculated on the sale value of the shares and is borne by the seller. If no
price is recorded, the tax shall be calculated on the closing price of the
security on the day of the transaction.
Sales Tax on transactions that are settled within the ATHEXCSD are calculated
by the ATHEXCSD and are notified to its participants on a daily basis. The
participant is liable to pay the Sales Tax through the ATHEXCSD, based on the
procedure prescribed in article 9 para. 2 of L. 2579/1998.
Further to the above and for completeness purposes, pursuant to article 9
para. 2 of L. 2579/1998, Sales Tax is also imposed on the sale of shares
listed on a regulated market or a multilateral trading facility operating
abroad, or on other internationally recognised stock exchange institutions,
regardless of whether the relevant transactions are settled within or outside
the aforementioned trading venues, if the sellers are Greek tax residents or
non-Greek companies having a permanent establishment in Greece. In such a
case, Sales Tax is paid by the seller itself to the competent tax office in
Greece.
Exceptionally, Sales Tax is not imposed when the sales are carried out on a
foreign stock exchange with which ATHEX has established a common electronic
trading system and provided that such sales are subject to a similar tax in
the foreign country.
3.3 Withholding Tax ("WHT")
No WHT should arise as a result of the Listing and Delisting.
3.4 Taxation of dividends
Generally, Greek tax residents are taxed in Greece on their worldwide income,
either domestic or foreign sourced (art. 3 par. 1 of GITC). In this context,
Shareholders who are Greek tax residents will be taxed for the dividends
distributed by the Company as foreign sourced income, as follows:
(a) Greek tax resident individuals
In case the income beneficiary is a Greek tax resident individual, the income
(i.e. dividends) must be included in their annual income tax return and shall
be taxed as capital income at a tax rate of 5%.
(b) Greek tax resident legal persons and legal entities
In case the income beneficiary is a Greek tax resident legal person or legal
entity, the income (i.e. dividends) will be classified as "business profit"
(art.47 par.2 of GITC) and taxed along with any other relevant business profit
incurred within the tax year at the standard 22% CIT rate.
Dividends distributed to a Greek tax resident legal person or legal entity may
be exempt from CIT on the basis of the Parent Subsidiary Directive (the
"PSD"), as transposed into art. 48 of the GITC, as long as:
(i) the type of the distributing company is included in the
Annex I Part A of the PSD, is a tax resident of an EU country and is not
considered as a third country (non-EU) resident, while it is subject to one of
the taxes provided for by the PSD (i.e. income tax);
(ii) the Greek tax resident legal person or legal entity has at
least a 10% participation right in the payer entity; and
(iii) for at least 24 months (if the holding period is not met, an
exemption may still be granted provided that a bank letter guarantee equal to
the amount of tax to be exempt has been provided to the Greek tax
authorities).
If the above conditions are met, the dividend amounts received shall be
recorded in a special reserve account of the Greek legal person or legal
entity, irrespectively of whether or not the latter has tax profits at year
end. The amount of this reserve will principally be subject to a 5% WHT upon
its distribution or capitalization, unless other exemptions apply.
In case that the participation exemption regime applies, expenses related to
the participation (such as notary public fees, loan interest expenses etc.)
may not, under certain conditions, be tax deductible.
3.5 Stamp Duty ("SD")
No SD implications should arise as a result of the Listing and Delisting.
4. United Kingdom Taxation
The following is a general summary of the material UK tax considerations
applicable to Shareholders. This summary is based on existing UK tax law and
practice published by His Majesty's Revenue and Customs ("HMRC") as of the
Latest Practicable Date and may be subject to change.
4.1 Capital Gains Tax ("CGT")
No CGT on the delisting of the Ordinary Shares from the LSE or the listing of
the Ordinary Shares on ATHEX should arise on the basis that there is no change
in the beneficial ownership of the Ordinary Shares, and since under law of the
CDI issuing jurisdiction, the holder is treated as the beneficial owner of the
underlying Ordinary Shares.
This is on the basis that where the owner of the CDIs converts these into the
underlying Ordinary Shares there is no change in ownership of those Ordinary
Shares and so no disposal of the Ordinary Shares. However, there would be a
disposal of the CDI instrument itself, but since no consideration is received
by the Shareholders for the disposal of the CDI no chargeable gain should
arise.
4.2 Withholding Tax ("WHT")
No WHT should arise as a result of the Listing and Delisting.
4.3 Taxation of dividends
The Listing and Delisting is not expected to have any impact on the taxation
of dividends by UK Shareholders.
(a) UK tax resident individuals
UK resident individual Shareholders are entitled to a tax-free £5,000
dividend allowance. Dividend income in excess of the dividend allowance should
be taxed at 7.5% for a UK tax resident individual who is subject to income tax
at the basic rate, 32.5% for a UK tax resident individual who is subject to
income tax at the higher rate and 38.1% for a UK tax resident individual who
is subject to income tax at the additional rate. Any dividend income within
the £5,000 allowance should still count as taxable income for determining the
basic, higher and additional rate thresholds.
(b) UK tax resident companies
Dividends received by corporate Shareholders resident for tax purposes in the
UK, will be subject to CIT on dividends paid by the Company, unless the
distribution is exempt. Each corporate Shareholder's position will depend on
its own individual circumstances although it would normally be expected that
the dividends paid by the Company would fall within an exempt class.
Shareholders are advised to seek specific advice on this when completing their
UK corporation tax returns.
4.4 Stamp Duty ("SD") and Stamp Duty Reserve Tax ("SDRT")
No SD or SDRT implications should arise as a result of the Listing and
Delisting, since the Company is incorporated in Ireland, its Register of
Members is not kept in the UK and its Ordinary Shares are not paired with UK
ordinary shares.
No UK stamp duty implications should arise as a result of the proposed
transfer of the Ordinary Shares from CREST to Euroclear Bank for the purposes
of being listed on ATHEX.
5. US Taxation
5.1 US Federal Income Taxation ("US FIT")
The Listing and Delisting is not expected to give rise to any adverse US FIT
tax implications to US Shareholders. This is because the Listing and Delisting
is not expected to be treated as a realization event for US FIT purposes, a
prerequisite to US federal income taxation.
If the US Shareholders take additional steps to exchange their CDIs into
another type of share or security and depending on the specific mechanism
chosen for such steps, the exchange should be revisited to assess whether; (i)
it is a realization event that could give rise to US federal income taxation;
and (ii) if a realization event, whether the exchange potentially could
qualify as tax-free. An analysis of any such future exchange is beyond the
scope of this Document. We recommend that each US Shareholder obtains US FIT
advice prior to undertaking any such future exchange.
Realization event as a requirement for US FIT
The realization requirement is a fundamental principle in US tax law that
determines when a taxpayer must recognise income or loss for tax purposes.
Under this requirement, income is generally recognised only when a taxpayer
engages in a transaction that results in a change in the form or substance of
an investment, such as the sale or exchange of an asset, which allows the
taxpayer to measure and liquidate the gain or loss from that transaction. That
is, the property must be converted into cash, or exchanged for other property
that differs materially in kind or in extent. The realization event is the
trigger that causes the taxpayer to include the gain or loss in taxable
income.
The Listing and Delisting should not constitute a realization event for US FIT
purposes because (i) US Shareholders who held CDIs immediately before the
Listing and Delisting will continue to hold the same CDIs immediately after
the Listing and Delisting; and (ii) before and after the Listing and
Delisting, each CDI continues to reflect a beneficial ownership interest in
the same underlying Ordinary Shares. The Ordinary Shares themselves are not
being sold or exchanged rather, the platform on which the Ordinary Shares are
traded is being changed.
Furthermore, the Shareholders are not receiving any cash or other property
that could be measured for gain or loss. The legal and economic rights
associated with the Ordinary Shares remain the same, and the Shareholders'
relationship with their property (i.e. the Ordinary Shares) does not
fundamentally change as a result of the Listing and Delisting. Therefore,
under the principles discussed, the Listing and Delisting should not trigger a
realization event that would lead to the recognition of income for US FIT
purposes.
5.2 Taxation of dividend income paid out of US earnings and
profits
For US Tax purposes, a distribution of property by a corporation is treated
as:
(a) firstly, as a dividend to the extent of the distributing
company's current and accumulated earnings and profits ("E&P");
(b) secondly, as a non-taxable return of the shareholder's US
tax basis (but not below zero); and
(c) lastly, as capital gain to the extent that the distribution
exceeds both E&P and US tax basis. Current year E&P is determined as
of the end of the taxable year regardless of the timing of the distribution
itself and without any reduction for any distributions made in the current
year. Further, dividends are considered made first from current year E&P.
Neither the US Internal Revenue Code nor the regulations define the term
"earnings and profits", and general corporate law does not incorporate a
similar or analogous concept from which a definition could be drawn. In
addition, legislative history provides little or no guidance. Thus, the
computation of a corporation's E&P often presents considerable difficulty,
especially for a corporation that has undergone multiple reorganisations or
other transactions requiring adjustments to E&P. Judicial authorities,
however, have broadly defined the term "earnings and profits" as an economic
concept used by the tax law to "approximate a corporation's power to make
distributions that are more than just a return of investment".
The US generally taxes its citizens, residents and domestic corporations on
all their income regardless of where it is earned, i.e. on a worldwide basis.
As such, dividends received by US individuals and US corporations are
generally subject to US tax. Note that a foreign tax credit ("FTC") may be
available to offset such US tax, subject to certain limitations.
Note that the Company has been assumed to not be a Passive Foreign Investment
Company ("PFIC") for US tax purposes, any distribution should not be subject
to US tax under the PFIC excess distribution regime.
5.3 US individual shareholders
Dividends received by US individual Shareholders from the Company should be
subject to US tax and may qualify for a preferential US statutory rate if the
dividends meet the definition of qualified dividend income ("QDI"). A dividend
should be treated as QDI if it is received by a US individual Shareholder from
a qualified foreign corporation ("QFC"). A QFC is generally defined as any
non-US corporation that is eligible for the benefits of a comprehensive income
tax treaty with the US, that the US tax authorities determine is satisfactory
for the purposes of this provision and that includes an exchange of
information program. The Internal Revenue Service has published a notice that
includes a list of approved treaties that includes the US Double Tax Treaty
with the Republic of Cyprus (the "Treaty"). The notice contains an additional
requirement that effectively requires the payor corporation (i.e. the Company)
to qualify for benefits of the applicable US double tax treaty (i.e. the
Treaty), even if such payor corporation does not derive US source income.
Accordingly, in order to determine whether the Company qualifies as a QFC
(thereby according to the US individual Shareholders a preferential rate on
dividends received from the Company), it must be determined whether the
Company would qualify for benefits under the Treaty.
In order to determine whether the Company would qualify for benefits under the
Treaty, the Company must:
(a) meet the definition of a Cyprus resident as defined in the
Treaty; and
(b) satisfy one of the tests included in the limitation on
benefits ("LOB") article of the Treaty. An LOB article is included in most
modern US double tax treaties and is aimed to prevent so-called "treaty
shopping" by limiting the availability of treaty benefits to residents with
sufficient presence in the residence country, based on their legal nature,
ownership and/or activities.
A resident of Cyprus includes a Cyprus corporation, which is an entity treated
as a body corporate for tax purposes under the laws of Cyprus, which is
resident in Cyprus for the purposes of Cyprus tax. The Company is an entity
treated as a body corporate for tax purposes under the laws of Cyprus and is
resident in Cyprus for the purposes of Cyprus tax, therefore the Company
should qualify as a resident of Cyprus for purposes of the Treaty,
notwithstanding the fact that it is legally incorporated in Ireland.
The next step is to determine if the Company would meet the requirements of
the LOB article of the Treaty. Unlike most LOB articles in US double tax
treaties, the Treaty contains a single ownership/base erosion test and a
principal purpose test. The ownership/base erosion test includes both an
ownership prong and a base erosion prong.
Under this test, a Cyprus company may qualify if:
(a) the Cyprus company is greater than 75% owned, directly or
indirectly, by one or more individual residents of Cyprus; and
(b) the gross income of the Cyprus company is not used in
substantial part, directly or indirectly, to make deductible payments to
persons who are not US or Cyprus residents.
Note that the ownership prong of the test is presumed satisfied if the company
is substantially traded on a 'recognized stock exchange'. An exchange will be
a 'recognized exchange' only if so, designated by agreement of the competent
authorities. Note that the Treaty was concluded in 1984 (before the creation
of the CSE in 1996) and as such, the Technical Explanation to the Treaty
acknowledges that the CSE did not exist at that time. The Technical
Explanation states that if and when a stock exchange is established in Cyprus,
the competent authorities will, at that time, consider whether the listing and
trading frequency requirements of the exchange are sufficient for it to be a
'recognized exchange' for purposes of the Treaty. To date, no such competent
authority agreement has been arranged. As such, it is unclear whether the
continued listing of the Ordinary Shares on the CSE is sufficient for the
Company to satisfy the ownership prong of the test, given we have assumed its
current shareholding structure does not satisfy the 75% ownership requirement.
Under the principal purpose test, a company that fails the ownership based
test may still qualify for benefits under the LOB article if it is determined
that the establishment, acquisition and maintenance of the company and the
conduct of its operations did not have a principal purpose of obtaining
benefits under the Treaty. This principal purpose test is a facts and
circumstances analysis and recognises that there are bona fide business
reasons for a Cyprus entity to be owned by non-US and non-Cyprus residents.
The Technical Explanation to the Treaty contains a few examples of cases that
are not inconsistent with the objectives of the Treaty, including if a Cyprus
company owned by residents of third countries conducts business operations in
Cyprus and holds investments in the US, or engages in business activities in
the US, which are related or incidental to those business activities. The
Technical Explanation contains a couple of other examples and further
acknowledges that the test could be satisfied in other ways. Accordingly, if
the Company was successful in demonstrating that it does not maintain a Cyprus
tax residence with the principal purpose of obtaining Treaty benefits, the
Company could be entitled to benefits under the Treaty.
If the Company was eligible for Treaty benefits and thus met the definition of
a QFC, US individual Shareholders could be eligible for the preferential rate
on QDI received from the Company. Such QDI would be subject to the graduated
CGT rates with a maximum rate of 20% (depending on the applicable rate to each
individual shareholder). Note that an additional 3.8% net investment income
tax may also apply to certain individual Shareholders. In addition, US state
and local taxes may also be imposed and vary by state.
A direct FTC may be available to the extent Cyprus levies withholding tax on
such dividends, subject to certain limitations.
5.4 US corporate Shareholders
Dividends received by US corporate Shareholders should generally be subject to
US tax at ordinary graduated income rates, with a maximum US tax rate of 21%.
Note that US state and local income taxes may also apply to such dividend
income.
A direct FTC may be available to the extent Cyprus levies WHT on such
dividends, subject to certain limitations. Further, in the case of a greater
than 10% (by vote) US corporate Shareholder, an indirect FTC may be available
for underlying taxes paid by the Company, subject to certain limitations.
PART 6
Explanation of the proposed amendments to the Existing Articles
Article Explanation of the amendments
Article 1(b) Certain definitions have been included in Article 1(b) to reflect new terms
introduced by the other amendments described below, including new definitions
Interpretation of "Athens Stock Exchange" and "Effective Time".
In addition, an amendment to the definition of "Stock Exchanges" has been
proposed in order to capture any stock exchanges on which the Ordinary Shares
are listed from time to time.
Article 12(a) and 12(b) The proposed new Article 12(b) provides that, with effect from the time and
date immediately prior to the approval of Listing by the ATHEX Listing
Issue of certificates Committee and subject to applicable law and regulations: (i) Ordinary Shares
will become held in "dematerialised form" and any existing share certificates
will automatically be cancelled; and (ii) Shareholders recorded on the
Register of Members will not be entitled to receive a share certificate.
Ancillary changes have been made to Article 12(a) to reflect these new
provisions.
This provision is being proposed in order to facilitate the admission of the
Ordinary Shares to trading on ATHEX, which requires the entire issued share
capital of the Company to be held in dematerialised form or otherwise
immobilised.
Article 14(A)(a)(v) An amendment is proposed to correct a typographical error in the definition of
"Circular" as included in this Article.
Uncertificated Shares and Migration to a Central Securities Depository
Article 118(e) An amendment is proposed to Article 118(e) to include references to the Daily
Closing Prices List of ATHEX for the purpose of determining the "average
Scrip dividends quotation" of an Ordinary Share in connection with any scrip dividend.
PART 7
Definitions
The following definitions apply in this Document unless the context otherwise
clearly requires:
"2006 Takeover Regulations" the EU Takeovers Bids Directive (2004/25/EC) as transposed into Irish law by
the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations,
2006 (S.I. No. 255 of 2006);
"2024 AGM" the annual general meeting of the Company held at 11:00 a.m. (Cyprus time) /
9:00 a.m. (Irish time) on 17 May 2024;
"Amended Articles" the amended Articles of Association proposed for approval by Shareholders at
the EGM pursuant to Resolution 2;
"Articles of Association" the articles of association of the Company from time to time;
"AT1 ECNs" Additional Tier 1 Contingent Equity Conversion Notes;
"ATHEX" or "Athens Stock Exchange" (i) the Main Market of the Regulated Securities Market of the Athens Stock
Exchange; or (ii) the Athens Stock Exchange, as the context requires;
"ATHEX Listing Committee" the Listings and Market Operation Committee of ATHEX;
"ATHEX Rulebook" the rule book (regulation) of ATHEX, as amended from time to time;
"ATHEXCSD" Hellenic Central Securities Depository S.A., authorised by the HCMC to act as
a central securities depository for ATHEX in accordance with Regulation (EU)
No. 909/2024;
"ATHEXCSD DSS" the electronic dematerialized securities system which is administered by the
ATHEXCSD in its capacity as provider of depository services;
"ATHEXCSD Participants" certain ATHEX members or custodian banks which are authorised to operate and
maintain a shares and securities account within the ATHEXCSD DSS;
"ATHEXCSD Rulebook" the ATHEXCSD Central Securities Depository Rulebook of the Hellenic Central
Securities Depository, as amended from time to time;
"Board" the board of directors of Bank of Cyprus Holdings Public Limited Company at
the time of this Document;
"Broadridge" Broadridge Proxy Voting Service, a third-party service provider engaged by EUI
in connection with the voting service provided in respect of CDIs;
"business day" a day, other than a Saturday, Sunday or public holiday in Ireland, the United
Kingdom, Cyprus or Greece;
"CDCR" the Central Securities Depository and Central Registry of the CSE;
"CDI(s)" CREST Depository Interest(s);
"CDI Holder" persons holding CDIs;
"certificated form" a share being the subject of a certificate as referred to in Section 99(1) of
the Companies Act;
"Certificated Shareholders" Shareholders who hold their Ordinary Shares in certificated form;
"CGT" capital gains tax;
"Chargeable Person" the banker, broker, or paying agent who has the obligation to withhold
encashment tax;
"CIT" corporate income tax;
"Companies Act" the Companies Act 2014 of Ireland, and every statutory modification and
re-enactment of such legislation for the time being in force;
"Company" Bank of Cyprus Holdings Public Limited Company;
"Constitution" the constitution of the Company as in effect from time to time, consisting of
the Memorandum of Association and the Articles of Association;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities in accordance with the CREST Regulations
operated by Euroclear UK & International Limited;
"CREST Deed Poll" the global deed poll made on 25 June 2001 by the CREST Depository, (as
amended) a copy of which is set out in Chapter 8 of the CREST International
Manual;
"CREST Glossary of Terms" the document issued by EUI entitled 'CREST Glossary' dated December 2020 and
which forms part of the CREST Manual, as may be amended, varied, replaced or
superseded from time to time;
"CREST International Manual" the document issued by EUI entitled 'CREST International Manual' dated
December 2020 in respect of the international links settlement service offered
by EUI and which forms part of the CREST Manual, as may be amended, varied,
replaced or superseded from time to time;
"CREST Manual" the documents issued by EUI governing the operation of CREST, as may be
amended, varied, replaced or superseded from time to time, consisting of the
CREST Reference Manual, CREST International Manual, CREST Central Counterparty
Service Manual, CREST Rules, CREST CCSS Operations Manual, CREST Application
Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of
Terms);
"CREST Regulations" the Uncertificated Securities Regulations 2001 of the United Kingdom, as
amended;
"CREST Terms and Conditions" the document issued by EUI entitled 'CREST Terms and Conditions' dated August
2020, as may be amended, varied, replaced or superseded from time to time;
"CSD" a central securities depository;
"CSDR" the EU Central Securities Depositories Regulation (Regulation (EU) No.
909/2014);
"CSE" the Cyprus Stock Exchange;
"CSE ISCS Accounts" the investor share code and securities accounts within the CSE;
"CSE Listing Rules" the Cyprus Stock Exchange listing rules;
"CSE Operators" persons authorised to operate CSE ISCS Accounts on behalf of Shareholders;
"Cyprus DSS" the dematerialised securities system of the CSE;
"CySEC" the Cyprus Securities and Exchange Commission;
"Deed Poll" the deed poll dated 15 November 2016, as amended in March 2021;
"Delisting" the delisting of the Ordinary Shares from the international commercial
companies secondary listing category of the Official List of the LSE and
cancellation of the admission of the Ordinary Shares to trading on the LSE;
"Depositary" Link Market Services Trustees Limited;
"Depositary Agreement" an agreement entered into between the Company and the Depositary dated 11
January 2017 (as amended on 12 March 2021), pursuant to which the Company
appointed the Depositary to constitute and issue from time to time, upon the
terms of the Deed Poll, DIs representing Ordinary Shares;
"DI(s)" the uncertificated depositary interests representing Ordinary Shares
transferable by the CDCR of the CSE;
"DI Form of Proxy" the form of proxy for DI Holders in respect of voting at the EGM;
"DI Holder" a holder of DIs;
"DTRs" the Disclosure Guidance and Transparency Rules of the FCA;
"DWT" dividend withholding tax;
"EB Participants" a participant in the Euroclear System that has entered into an agreement to
participate in the Euroclear System subject to the EB Terms and Conditions;
"EB Terms and Conditions" the document issued by Euroclear Bank entitled 'Terms and Conditions governing
use of Euroclear' dated April 2019, as may be amended, varied, replaced or
superseded from time to time;
"Effective Date" 23 September 2024;
"EUI" Euroclear UK & International Limited, the operator of CREST;
"Euroclear Bank" or "EB" Euroclear Bank SA/NV, an international CSD based in Belgium;
"Euroclear Bank Service Description" "Euroclear Bank as issuer CSD for Irish corporate securities" (as amended or
replaced from time to time) and available on the Euroclear Bank website
(www.euroclear.com (http://www.euroclear.com) );
"Euroclear Nominees" Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank,
established under the laws of England and Wales with registration number
02369969;
"Euroclear System" the securities settlement system operated by Euroclear Bank and governed by
Belgian law (or any successor or assignee of it in such capacity from time to
time) or any replacement for such system from time to time;
"EU List" the EU list of non-cooperative jurisdictions for tax purposes;
"EU MAR" the EU Market Abuse Regulation (Regulation (EU) No. 596/2014);
"EU Transparency" the EU Transparency Directive (2004/109/EC);
"Existing Articles" the existing Articles of Association;
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of the Company convened to be held at 11:00
a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 13 September at 51 Stassinos
Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus or any adjournment
thereof;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy in respect of voting at the EGM;
"FSMA" the Financial Services and Market Authority;
"FTC" has the meaning given to it in Section 5 of Part 5 of this Document;
"GHS" has the meaning given to it in Section 2 of Part 5 of this Document;
"GITC" has the meaning given to it in Section 3 of Part 5 of this Document;
"Group" Bank of Cyprus Holdings Public Limited Company, its subsidiary Bank of Cyprus
Public Company Limited and its subsidiaries;
"HCMC" the Hellenic Capital Market Commission (Επιτροπή
Κεφαλαιαγοράς), regulator for ATHEX;
"HMRC" has the meaning given to it in Section 4 of Part 5 of this Document;
"IFRS" International Financial Reporting Standards, as adopted by the EU;
"Irish Revenue" the Revenue Commissioners of Ireland, the Irish Government agency responsible
for customs, excise, taxation and related matters;
"Irish Transparency Regulations" the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland, as
amended;
"IVC" Investor Code;
"Latest Practicable Date" 12 August 2024;
"Listing" the admission of Ordinary Shares to listing for trading on ATHEX;
"LSE" the London Stock Exchange Group plc;
"Memorandum of Association" the memorandum of association of the Company, from time to time;
"Notice of EGM" or "Notice" the notice of Extraordinary General Meeting which is contained in Part 8 of
this Document;
"Ordinary Shares" the ordinary shares with a nominal value of €0.10 each in the capital of the
Company;
"PFIC" has the meaning given to it in Section 5 of Part 5 of this Document;
"QDI" has the meaning given to it in Section 5 of Part 5 of this Document;
"QFC" has the meaning given to it in Section 5 of Part 5 of this Document;
"Record Date" the record date for determining the right to vote at the EGM, being 9
September 2024;
"Register of Members" the register of members of the Company which is maintained pursuant to Section
169 of the Companies Act;
"Registrar" Link Registrars Limited;
"Resolution 1" the ordinary resolution, proposed for consideration at the EGM, to approve the
proposed admission to listing for trading of the Ordinary Shares on ATHEX, as
set out in the Notice of EGM;
"Resolution 2" the special resolution, proposed for consideration at the EGM, to approve the
adoption of the Amended Articles, as set out in the Notice of EGM;
"Resolutions" Resolution 1 and Resolution 2;
"Sales Tax" has the meaning given to it in Section 3 of Part 5 of this Document;
"SDC" has the meaning given to it in Section 2 of Part 5 of this Document;
"SDC Law" the Special Contribution to the Defence Fund of the Republic Law of
117(1)/2002, as amended;
"Shareholders" the CDI Holders together with the Certificated Shareholders and the DI
Holders;
"Treaty" has the meaning given to it in Section 5 of Part 5 of this Document;
"UK Corporate Governance Code" the UK Corporate Governance Code (as amended) published by the Financial
Reporting Council;
"UK Listing Rules" the UK listing rules made under Part VI of FSMA (as set out in the FCA
handbook), as amended;
"UK MAR" Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (market abuse regulation) (MAR), as retained in
the UK by the European Union (Withdrawal) Act 2018 and amended by the Market
Abuse (Amendment) (EU Exit) Regulations 2019/31;
"US FIT" has the meaning given to it in Section 5 of Part 5 of this Document; and
"WHT" withholding tax.
PART 8
Notice of the Extraordinary General Meeting
Notice is hereby given that the Extraordinary General Meeting ("EGM") of Bank
of Cyprus Holdings Public Limited Company (the "Company") will be held at the
Company's Headquarters (51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos,
Nicosia, Cyprus) on 13 September 2024 at 11:00 a.m. (Cyprus time).
Shareholders in Ireland may participate in the EGM by audio link at the
registered office of the Company, Ten Earlsfort Terrace, Dublin 2, D02 T380,
Ireland at the same time as the EGM, (i.e. commencing at 9:00 a.m. Irish time
on 13 September 2024).
The EGM will consider and, if thought fit, approve the following resolutions:
As an Ordinary Resolution:
"That the admission to listing for trading of all of the ordinary shares of
the Company in issue from time to time, each with a nominal value of €0.10,
on the Main Market of the Regulated Securities Market of the Athens Stock
Exchange, in accordance with Greek law no. 3371/2005 (the "Listing") be and is
hereby approved, such that the Directors be and are hereby authorised to cause
the Listing to be effected and to do and/or procure to be done all such acts
or things as they may consider necessary or desirable in connection with the
Listing" (Resolution 1).
As a Special Resolution:
"That the articles of association produced to the meeting (and for the purpose
of identification signed by the Chairman of the meeting) be adopted as the
articles of association of the Company in substitution for and to the
exclusion of the existing articles of association of the Company with effect
from the conclusion of the meeting" (Resolution 2).
The effectiveness of the Listing is subject to, and conditional upon approval
from the Listings and Market Operation Committee of Athens Stock Exchange and
the approval of Resolution 1 by the requisite majority of Shareholders as an
ordinary resolution at the EGM. While the effectiveness of the Listing is not
subject to, or conditional upon approval of Resolution 2, in the event that
Resolution 2 is not approved by the requisite majority of Shareholders at the
EGM, the Company may be restricted from implementing the Listing and Delisting
in line with the expected timetable of principal events set out on page 7.
If Resolution 1 is approved, it is intended that, the Ordinary Shares with an
international commercial companies secondary listing on the Official List of
the London Stock Exchange Group plc (the "LSE") will be delisted and the
admission of Ordinary Shares to trading on the LSE will be cancelled.
By order of the Board of Directors
Katia Santis
Secretary
19 August 2024
NOTES TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING:
1. We expect the EGM to proceed as planned on 13 September
2024 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) at the Company's
Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia,
Cyprus.
2. Should there be any relevant updates regarding the EGM,
including any changes to the arrangements for the EGM outlined in the Notice
of EGM, they will be announced via a regulatory information service and made
available on the Company's website, (www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) ).
3. In the event that it is not possible to hold the EGM as
planned, the EGM may be held with the minimum necessary quorum in attendance
in accordance with the Articles of Association or adjourned or postponed to a
different time and/or venue, in which case notification of such adjournment or
postponement will be given in accordance with the Articles of Association.
4. We strongly encourage Shareholders to submit a proxy voting
instruction in advance of the EGM to ensure they can vote and be represented
at the EGM. The deposit of an instrument of proxy will not preclude a member
from attending and voting in person at the EGM or at any adjournment thereof.
This can be done in advance of the EGM by availing of one of the following
ways: 1) you can either appoint a proxy as set out in these notes on pages 50
- 54, or 2) during the EGM by using the electronic voting facility set out on
pages 55 - 56. Please note the deadlines for receipt of the proxy appointment
for it to be valid and the relevant procedure for the electronic voting
facility. By submitting a proxy form or by using the electronic voting
facility you will be able to ensure that your vote on the proposed Resolutions
are cast at the EGM in accordance with your wishes, without attending in
person.
5. If you wish to listen live to the EGM proceedings, you can
do so by availing of the electronic meeting facility by accessing the EGM
website, https://web.lumiagm.com. This will allow you to audio cast the EGM
and Shareholders can submit questions and votes through the website. Further
instructions on how to attend the meeting remotely are set out on pages 55 -
56 of these notes and on the Company's website www.bankofcyprus.com/group/
(select Investor Relations / Extraordinary General Meeting 2024).
6. Before the EGM, a Shareholder may also submit a question in
writing, to be received at least four business days before the meeting (i.e.
by 9 September 2024) by post to the Company Secretary, Bank of Cyprus Holdings
Public Limited Company, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos,
Nicosia, Cyprus or by email to Company.Secretary@bankofcyprus.com. All
correspondence should include sufficient information to identify a
Shareholder. Responses to the most common questions will be posted on our
website on www.bankofcyprus.com/group/ (select Investor Relations/
Extraordinary General Meeting 2024) and we also anticipate responding in
writing directly to any individual Shareholder who raises a question.
ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING - THE RIGHTS
OF CERTIFICATED SHAREHOLDERS AND DI HOLDERS
7. This section describes the procedure for participation at
the EGM by Certificated Shareholders and DI Holders. The procedures for CDI
Holders through CREST and/or EB Participants are set out in the notes below.
8. The record date for determining the right to vote at the
EGM is 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on 9 September 2024
(or in the case of an adjournment, at 9:00 p.m. (Cyprus time) / 7:00 p.m.
(Irish time) on the day before a date that falls 72 hours before the holding
of the adjourned meeting) (the "Record Date"). Transactions which take place
thereafter will not be considered in determining the right to vote at the EGM.
Each Certificated Shareholder recorded in the Register of Members and each DI
Holder recorded as such in the Company's records on the Record Date, is
entitled to participate in the EGM. Certificated Shareholders and DI Holders
are each entitled to exercise one vote for each Ordinary Share or depositary
interest representing one Ordinary Share held by them.
9. Link Market Services Trustees (Nominees) Limited as the
holder of the Ordinary Shares pursuant to which the DIs have been issued, will
deliver to the Company a form of proxy appointing: (i) each of the DI Holders;
and/or (ii) such other person(s) as any of the DI Holders have informed the
Company that they wish to nominate as their proxy (provided such appointment
has been made in the prescribed form) as at the Record Date, to attend, speak,
ask questions and vote for the Depositary on behalf of the Shareholder at the
EGM of the Company and at any adjournment of the meeting.
10. A Certificated Shareholder or a DI Holder entitled to attend,
speak, ask questions and vote at the EGM is entitled to appoint a proxy as
follows:
10.1 Each Certificated Shareholder who wishes to appoint a proxy to
attend, speak, ask questions and vote on his behalf should complete and
deliver the accompanying proxy entitled "Form of Proxy"; and
10.2 Each DI Holder who wishes to appoint a proxy to attend, speak,
ask questions and vote on his behalf should complete and deliver the
accompanying proxy entitled "DI Form of Proxy".
10.3 Certificated Shareholders and DI Holders may appoint the Chairman
of the EGM or any person as their proxy or proxy nominee. Such proxy or proxy
nominee does not need to be a Shareholder. A proxy holder holding proxies from
several Certificated Shareholders and/or DI Holders may cast votes differently
for each Certificated Shareholder and/or DI Holder. Certificated Shareholders
and DI Holders who appoint or nominate the Chairman or any other person as a
proxy to vote on their behalf but wish to specify how their votes should be
cast, should indicate accordingly in the relevant boxes on the Form of Proxy
or DI Form of Proxy as applicable. Where the Certificated Shareholder or DI
Holder does not specify how the proxy must vote on any particular matter, the
appointed proxy (including the Chairman, if appointed) has discretion as to
whether, and if so, how he votes. Certificated Shareholders and DI Holders may
nominate more than one proxy to attend and vote at the meeting provided that,
where a Certificated Shareholder or DI Holder appoints more than one proxy in
relation to a general meeting, each proxy must be appointed to exercise the
rights attached to different Ordinary Shares held by that Certificated
Shareholder or different Ordinary Shares represented by DIs held by that DI
Holder.
11. The Form of Proxy and DI Form of Proxy, which accompany this
Notice of EGM, have been posted on the Company's website
www.bankofcyprus.com/group/ (http://www.bankofcyprus.com/group/) (select
Investor Relations / Extraordinary General Meeting 2024) and are available in
hard copy at the Company's Headquarters, 51 Stassinos Street, Ayia Paraskevi,
2002 Strovolos, Nicosia, Cyprus.
12. To be valid, Forms of Proxy must be completed, signed and
returned, together with any power of attorney or other authority under which
it is executed, or a notarially certified copy thereof, to the Company's
Registrar, Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if
delivered by post) or at Link Registrars Limited, Suite 149, The Capel
Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand
during normal business hours) so as to be received by no later than 11:00 a.m.
(Cyprus time) / 9:00 a.m. (Irish time) on 11 September 2024. If you are
appointing someone other than the Chairman as your proxy, then you must fill
in the details of your representative at the meeting in the box in the top
left corner of the Form of Proxy, although please note the restrictions that
may apply to such person's attendance in person as outlined in these notes and
the person may not be able to attend the meeting. If you appoint the Chairman
or another person as a proxy to vote on your behalf, please make sure to
indicate how you wish your votes to be cast by ticking the relevant boxes on
the Form of Proxy. Alternatively, a member may appoint a proxy electronically
by logging on to the website of the Company's Registrar, Link Registrars
Limited at https://www.signalshares.com (http://www.signalshares.com) and
entering the Company name, Bank of Cyprus Holdings Public Limited Company. You
will need to register for the Share Portal by clicking on "registration
section" (if you have not registered previously) and follow the instructions
thereon. Certificated Shareholders will be asked to enter their Investor Code
(IVC) as printed on their share certificate and agree to certain conditions.
Additionally, Link Registrars has launched a shareholder app: LinkVote+. It's
free to download and use and gives Certificated Shareholders the ability to
access their shareholding record at any time and allows users to submit a
proxy appointment quickly and easily online rather than through the post. The
app is available to download on both the Apple App Store and Google Play, or
by scanning the relevant QR code below.
13. To be valid, DI Forms of Proxy must be completed, signed and
returned, together with any power of attorney or other authority under which
it is executed, or a notarially certified copy thereof, to Investor Relations
& ESG Department, 51 Stassinos Street, Ayia Paraskevi 2002 Strovolos,
Nicosia, Cyprus, P.O. Box 21472, 1599 Nicosia, Cyprus, e-mail:
shares@bankofcyprus.com, fax: +357 22 120245, so as to reach such address no
later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11 September
2024.
14. DI Holders may confirm that the applicable DI Form of Proxy
has been successfully received by the Company by calling the Investor
Relations & ESG Department at +357 22 126055.
15. Certificated Shareholders, DI Holders and/or their proxies,
who wish to attend the EGM must provide their identity card or other proof of
identification, although please note the restrictions that may apply to such
person's attendance in person as outlined in these notes and the person may
not be able to attend the meeting.
16. Alternatively, any body corporate which is a Certificated
Shareholder or a DI Holder may by resolution of its directors or other
governing body authorise such person as it thinks fit, to act as its
representative at any meeting of the Company or any class of members of the
Company, and the person so authorised shall be entitled to exercise the same
powers on behalf of the body corporate, which they represent as that body
corporate could exercise if it were an individual Certificated Shareholder or
DI Holder of the Company.
17. In the case of joint Certificated Shareholders or joint DI
Holders, the vote of the senior who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the votes of the other
Certificated Shareholders or DI Holders and, for this purpose, seniority will
be determined by the order in which the names stand on the register of
Certificated Shareholders (for Certificated Shareholders) or the register of
DI Holders maintained by the Depositary (for DI Holders).
18. Completion of a Form of Proxy or a DI Form of Proxy (or
submission of Shareholder proxy instructions electronically) will not prevent
a Shareholder from attending the EGM and voting in person should they wish to
do so or casting their vote by electronic means.
ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING - THE RIGHTS
OF EB PARTICIPANTS AND CDI HOLDERS
19. CDI Holders may exercise their right to vote by (i) sending
electronic voting instructions to Euroclear Bank via Broadridge; or
(ii) appointing a proxy via the Broadridge Global Proxy Voting service to
attend and vote at the meeting.
20. EB Participants may exercise their right to vote by (i)
sending electronic voting instructions to Euroclear Bank via SWIFT or to
EasyWay Corporate Actions; or (ii) sending a proxy voting instruction to
Euroclear Bank to appoint a third party (other than Euroclear Nominees or the
Chairman of the meeting) to attend and vote at the meeting.
21. Persons who hold their interests in the Ordinary Shares as
Belgian law rights through the Euroclear System or as CDIs should consult with
their stockbroker or other intermediary at the earliest opportunity, for
further information on the processes and timelines for submitting proxies and
voting instructions for the EGM through the respective systems.
22. For voting services offered by custodians holding Irish
corporate securities directly with Euroclear Bank, please contact your
custodian.
23. EUI, the operator of CREST, has arranged for voting
instructions relating to the CDIs held in CREST to be received via a
third-party service provider, Broadridge.
24. If you are a CDI Holder, you will be required to make use of
the EUI proxy voting service facilitated by Broadridge's Global Proxy Voting
service in order to receive meeting announcements and send back voting
instructions as required. To facilitate client set up, if you hold CDIs and
wish to participate in the proxy voting service, you will need to complete a
Meetings and Voting Client Set-up Form (CRT408). Completed application forms
should be returned to EUI by an authorised signatory with another relevant
authorised signatory copied in for verification purposes using the following
email address: eui.srd2@euroclear.com.
25. Fully completed and returned applications forms will be shared
with Broadridge by EUI. This will enable Broadridge to contact you and share
further detailed information on the service offering and initiate the process
for granting your access to the Broadridge platform.
26. Once CDI Holders have access to the Broadridge platform, they
can complete and submit proxy appointments (including voting instructions)
electronically. Broadridge will process and deliver proxy voting instructions
received from CDI Holders by the Broadridge voting deadline date to Euroclear
Bank, by their cut-off and to agreed market requirements. Broadridge's
deadline will be earlier than Euroclear Bank's voting instruction deadline.
Alternatively, a CDI Holder can send a third-party proxy voting instruction
through Broadridge in order to appoint a third party (who may be a corporate
representative or the CDI Holders themselves) to attend and vote at the
meeting for the number of Ordinary Shares specified in the proxy instruction
(subject to the Broadridge voting deadline). There is no facility to offer a
letter of representation/appoint a corporate representative other than through
the submission of third-party proxy appointment instructions through
Broadridge.
27. Broadridge's voting deadline will be earlier than Euroclear
Bank's voting instruction deadline as set out below and is expected to be at
least two (2) business days prior to the Euroclear Bank proxy appointment
deadline (i.e. Broadridge's voting deadline is expected to be 9 September
2024). Voting instructions cannot be changed or cancelled after Broadridge's
voting deadline.
28. CDI Holders are strongly encouraged to familiarise themselves
with the arrangements with Broadridge, including the voting deadlines and
procedures and to take, as soon as possible, any further actions required by
Broadridge before they can avail of this voting service.
29. Should you have any queries in relation to completing and
submitting proxy appointments (including voting instructions) electronically
via Broadridge, please contact your dedicated client service representative at
Broadridge.
30. Investors who hold their interests in the Ordinary Shares
through a participant account in the Euroclear System can submit proxy
appointments (including voting instructions) electronically in the manner
described in the document issued by Euroclear Bank and entitled "Euroclear
Bank as issuer CSD for Irish corporate securities" (as amended or replaced
from time to time) and available on the Euroclear Bank website
(www.euroclear.com (http://www.euroclear.com) ). EB Participants can either
send:
(a) electronic voting instructions to instruct Euroclear
Nominees to either itself or by appointing the Chairman as proxy on the
instruction of Euroclear Nominees to:
(i) vote in favour of all or a specific resolution(s);
(ii) vote against all or a specific resolution(s);
(iii) abstain from voting with respect to all or a specific
resolution(s); or
(iv) give a discretionary vote to the Chairman for all or a
specific resolution(s); or
(b) A proxy voting instruction to appoint a third party (other
than Euroclear Nominees or the Chairman of the meeting) (who may be a
corporate representative or the EB Participants themselves) to attend the
meeting and vote for the number of Ordinary Shares specified in the proxy
voting instruction by providing Euroclear Bank with the proxy details as
requested in its notification (e.g. proxy first name, proxy last name, proxy
address). There is no facility to offer a letter of representation/appoint a
corporate representative other than through the submission of third-party
proxy appointment instructions.
31. Euroclear Bank's voting instruction deadline is expected to be
at 10:00 a.m. (Cyprus time) / 8:00 a.m. (Irish time) on 11 September 2024.
Voting instructions cannot be changed or cancelled after Euroclear Bank's
voting deadline.
32. To be effective, all proxy voting instructions (whether
submitted directly or through the Euroclear System or CREST) together with any
power of attorney or other authority under which it is executed, or a
notarially certified copy thereof, must be received by the Company's
Registrar, Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if
delivered by post) or at Link Registrars Limited, Suite 149, The Capel
Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) not
less than 48 hours before the time appointed for the holding of the meeting or
any adjournment thereof.
33. However, persons holding through the Euroclear System or CREST
will also need to comply with any additional voting deadlines imposed by the
respective service offerings. All relevant persons are recommended to consult
with their stockbroker or other intermediary at the earliest opportunity.
34. The information set out in this Document in relation to voting
procedures for EB Participants or CDI Holders is for guidance only, and
further information on the processes and timelines for submitting proxies and
voting instructions for the EGM should be sought through the respective
systems. For voting services offered by custodians holding Irish corporate
securities directly with Euroclear Bank, please contact your custodian.
VOTING PROCEDURES AT THE EXTRAORINARY GENERAL MEETING
35. The proposed Resolutions at the EGM will be decided by way of
a poll.
36. An ordinary resolution is a resolution passed at a general
meeting by a simple majority (50%+1) of the votes cast by the members of the
Company entitled to vote and who vote at the meeting either in person or by
proxy.
37. A special resolution by a company is a resolution passed at a
general meeting by a majority of not less than 75% of the votes cast by the
members of the Company as, being entitled so to do, vote in person or by
proxy, at the meeting for which relevant notice of at least twenty one days
has been given pursuant to Section 181 of the Companies Act specifying the
intention to propose the resolution as a special resolution.
38. The "Vote Withheld" option provided on Forms of Proxy and DI
Forms of Proxy is provided to enable you to abstain on any particular
resolution. However, it should be noted that a "Vote Withheld" is not a vote
in law and will not be counted in the calculation of the proportion of the
votes 'For' and 'Against' a resolution.
MINORITY RIGHTS AT THE EXTRAORDINARY GENERAL MEETING
39. The Company, pursuant to Section 1087G of the Companies Act,
specifies that only those Shareholders registered in the Register of Members
of the Company on 9 September 2024 at 9:00 p.m. (Cyprus time) / 7:00 p.m.
(Irish time) (or in the case of an adjournment at 9:00 p.m. (Cyprus time) /
7:00 p.m. (Irish time) on the day before a date that falls 72 hours before the
date of the adjourned meeting) shall be entitled to attend and vote at the
meeting in respect of the number of Ordinary Shares registered in their names
at the time. Changes to entries in the register after that time will be
disregarded in determining the right of any person to attend and/or vote at
the meeting.
40. If you or a group of Shareholders hold Ordinary Shares
representing at least 3% of the issued share capital of the Company you or the
group of Shareholders acting together will be permitted to table a draft
resolution for inclusion in the agenda of the EGM subject to any contrary
provision in company law. The text of the draft resolution and evidence of
your shareholding must be received by post by the Company's Secretary at Bank
of Cyprus Public Limited Company, 51 Stassinos Street, Ayia Paraskevi, 2002
Strovolos, Nicosia, Cyprus or by fax at +357 22 120245 or by email to
Company.Secretary@bankofcyprus.com by no later than 42 days before the EGM. A
resolution cannot be included in the EGM agenda unless it is received at
either of these addresses by this deadline.
41. Pursuant to Section 1107 of the Companies Act, a member has
the right to ask questions related to items on the EGM agenda and to have such
questions answered by the Company subject to any reasonable measures the
Company may take to ensure the identification of the member. An answer is not
required where (a) to give an answer would interfere unduly with the
preparation for the meeting or the confidentiality and business interests of
the Company, or (b) the answer has already been given on the Company's website
in the form of a "Q&A", or (c) it appears to the Chairman that it is
undesirable in the interests of good order of the meeting that the question be
answered.
42. Before the EGM, Shareholders may submit questions in writing
by sending a letter, together with evidence of their shareholding, so as to be
received at least four business days before the meeting (i.e. by 9 September
2024) to the Company's Secretary at Bank of Cyprus Holdings Public Limited
Company, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus
or by fax at +357 22 120245 or by email to Company.Secretary@bankofcyprus.com.
43. A copy of this Notice of EGM and copies of documentation
relating to the EGM, including Forms of Proxy, are available on the Company's
website www.bankofcypus.com/group.
ELECTRONIC VOTING AND PRIVACY NOTICE
44. Electronic voting will be used at this year's EGM for the
taking of votes of Shareholders on a poll at the meeting.
45. CDI Holders or EB Participants wishing to access the Lumi
platform must arrange to have themselves appointed as their own proxy as
explained above and then must contact the Company's Registrar on +353 1 553
0050 during business hours at least 48 hours before the EGM in order to obtain
the necessary access to the Lumi platform.
46. In order to operate the electronic voting system certain
Certificated Shareholders' and DI Holders' and, where applicable, CDI Holders
and EB Participants' personal data, as defined in the General Data Protection
Regulation ("GDPR") will be processed by the Company pursuant to its
legitimate interests for the purpose of operating an efficient and reliable
voting system.
47. The Company will also process Shareholders' name, address,
contact information, number and type of shares and other shareholding related
data to populate the corporate register as required by applicable law.
48. This personal data may be shared with the Company's legal
advisors, tax advisors and regulatory bodies which supervise the Company.
Personal data will be retained in an identifiable format for no longer than is
necessary for the purposes for which this personal data is processed. Where
personal data is transferred outside of the European Economic Area the Company
shall ensure appropriate safeguards are in place.
49. Shareholders located in the European Union have a right of
access, amendment, restriction, objection, deletion and portability in
relation to their personal data and the right to complain to the data
protection authority in their jurisdiction. These rights are not absolute; for
example, where personal data are retained to comply with applicable law the
right of objection, deletion and portability are not available.
50. The Company is the controller of Shareholders' personal data.
For further information in respect of how Shareholders' personal data are used
or to exercise rights in relation to this personal data please contact the
Data Protection Officer at 97 Kyrenias Ave. 2113 Platy Aglantzias or P.O. Box
21472, 1599 Nicosia, Cyprus, email: dpo@bankofcyprus.com.
51. In order to facilitate remote access, the Company will be
giving Shareholders the opportunity to audio cast the EGM and submit votes and
questions electronically by accessing the EGM website,
https://web.lumiagm.com.
52. On accessing the EGM website, you will be asked to enter a
Meeting ID which is 158-129-330. You will then be prompted to enter your
Identification Number (as presented in the records of the Company as of 9
September 2024) and use Password: EGM2024. Access to the meeting via the
website will be available from 10.50 a.m. (Cyprus time) / 8:50 a.m. (Irish
time) on 13 September 2024; however, please note that your ability to vote
will not be enabled until the Chairman formally opens the meeting at 11:00
a.m. (Cyprus time) / 9:00 a.m. (Irish time).
53. After the Resolutions have been proposed, voting options will
appear on the screen. Select the option that corresponds with the way in which
you wish to vote, "For", "Against" or "Withheld". Once you have selected your
choice, you will see a message on your screen confirming that your vote has
been received. If you make a mistake or wish to change your voting
instruction, simply press or click the correct choice until the voting is
closed. If you wish to cancel your "live" vote, please press "Cancel", before
the voting is closed.
54. Please note that an active internet connection is required in
order to successfully cast your vote when the Chairman commences polling on
the Resolutions. It is your responsibility to ensure connectivity for the
duration of the meeting.
55. The process of asking questions, voting and accessing the EGM
presentation will be further explained within the application located on the
information page and detailed instructions can be found on the Company's
website www.bankofcyprus.com/group/ (select Investor Relations / Extraordinary
General Meeting 2024).
56. Shareholders should note that electronic entry to the EGM will
open at 10:50 a.m. (Cyprus time) / 8:50 a.m. (Irish time) on 13 September
2024.
OTHER INFORMATION
57. As at the Latest Practicable Date, the outstanding issued
share capital of the Company is €44,423,206.50 divided into 444,232,065
Ordinary Shares of nominal value €0.10 each. There are no outstanding share
options issued by the Company. As at the Latest Practicable Date, the Company
holds 53,645 treasury shares, equivalent to 0.01% of the Ordinary Shares in
issue. The holders of treasury shares do not hold voting rights.
58. This Notice of EGM, the total number of Ordinary Shares and
voting rights at the date of the giving of the notice, the documents to be
submitted to the meeting, copies of the draft Resolutions and copies of the
forms to be used to vote by proxy are available on the Company's website at
www.bankofcyprus.com/group/ (Select Investor Relations / Extraordinary General
Meeting 2024).
59. In case of discrepancies between the English and the Greek
text of the Notice of EGM, the English text shall prevail.
60. The date of publication of the Notice of EGM, and all notices
thereafter, on the Company's website www.bankofcyprus.com/group/, will be
deemed to be the publication date for the purposes of the UK Corporate
Governance Code.
61. The ISIN for the Ordinary Shares is IE00BD5B1Y92.
62. The unique identifier code of the EGM for the purposes of
Commission Implementing Regulation (EU) 018/1212 of 3 September 2018 will
shortly be available on the Company's website www.bankofcyprus.com/group/
(select Investor Relations / Extraordinary General Meeting 2024).
SHAREHOLDER FORM OF PROXY ("FORM OF PROXY")
I/We
________________________________________________________________________________________________________________
being a member / members of Bank of Cyprus Holdings Public Limited Company
(the "Company"), hereby appoint:
1. The Chairman of the EGM
2.
______________________________________________________________________ with ID
number ___________________________
or failing him/her,
________________________________________________________________________________________________
with ID number ____________________________
as my/our proxy to attend, speak and vote on my/our behalf at the EGM of the
Company, to be held on 13 September 2024, at 11:00 a.m. (Cyprus time) / 9:00
a.m. (Irish time) at the Company's Headquarters (51 Stassinos Street, Ayia
Paraskevi, 2002 Strovolos, Nicosia, Cyprus) (which shall also be available by
audio link to the registered office of the Company at the address, Ten
Earlsfort Terrace, Dublin 2, D02 T380, Ireland) and at any adjournment
thereof.
This proxy may be exercised in respect of all / _______________
(delete/complete as appropriate) ordinary shares registered in my/our name(s).
Please tick here to indicate that this proxy appointment is one
of multiple appointments being made.
I/We direct my/our proxy to vote on the resolutions proposed at the meeting as
indicated on this form. Where no instruction appears below as to how the proxy
should vote, the proxy may vote as he or she thinks fit (acting in his/her
absolute discretion) in relation to any business of the meeting:
Resolutions For Against Vote Withheld
1 To consider, and if thought fit, approve the admission to listing and trading
of all the ordinary shares of the Company in issue from time to time, each
with a nominal value of €0.10, on the Main Market of the Regulated
Securities Market of the Athens Stock Exchange, in accordance with Greek law
no. 3371/2005
2 To consider, and if thought fit, approve the amended Articles of Association
of the Company, in substitution for and to the exclusion of the existing
Articles of Association of the Company
Date
Signature
____________--
Contact
details:
Telephone
Fax
Notes to the Shareholder Form of Proxy:
1. We expect the EGM to proceed as planned on 13 September 2024 at
11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish Time) at the Company's
Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia,
Cyprus.
2. Should there be any relevant updates regarding the EGM, including
any changes to the arrangements for the EGM outlined in the Notice of the EGM,
they will be announced via a regulatory information service and made available
on the Company's website www.bankofcyprus.com/group (Investor Relations /
Extraordinary General Meeting 2024).
3. In the event that it is not possible to convene and hold the EGM as
planned, the EGM may be held with the minimum necessary quorum in attendance
in accordance with the Company's Articles of Association, or adjourned or
postponed to a different time and/or venue, in which case notification of such
adjournment or postponement will be given in accordance with the Company's
Articles of Association.
4. We strongly encourage shareholders to submit a proxy form or use
the electronic voting facility to ensure they can vote at the EGM without
attending in person. This can be done in advance of the EGM by availing of one
of the following ways, you can either appoint a proxy as set out in these
notes or during the EGM by using the electronic voting facility set out on
pages 55-56 of the EGM Notice. Please note the deadlines for receipt of the
proxy appointment for it to be valid and the relevant procedures for the
electronic voting facility. By submitting the Form of Proxy or by using the
electronic voting facility you will be able to ensure that your vote on the
proposed resolutions is cast at the EGM in accordance with your wishes,
without attending in person.
5. Every Shareholder has the right to appoint the Chairman of the EGM
or some other person(s) of their choice, who need not be a shareholder, as his
proxy to exercise all or any of his rights, to attend, speak, ask questions
and vote on their behalf at the meeting. If you wish to appoint a person other
than the Chairman, please insert the name of your chosen proxy in the space
provided. A Shareholder may appoint more than one proxy to attend and vote at
the meeting in respect of shares provided that, where a Shareholder appoints
more than one proxy in relation to a general meeting, each proxy must be
appointed to exercise the rights attached to different shares held by that
Shareholder. A Shareholder acting as an intermediary on behalf of one or more
clients may grant a proxy to each of its clients or their nominees provided
each proxy is appointed to exercise rights attached to different Shares held
by the Shareholder. If the proxy is being appointed in relation to less than
your full voting entitlement, please indicate in the space provided the number
of shares in relation to which they are authorised to act as your proxy. If
left blank, your proxy will be deemed to be authorised in respect of your full
voting entitlement (or if this proxy form has been issued in respect of a
designated account for a Shareholder, the full voting entitlement for that
designated account). Where a poll is taken at the EGM, a Shareholder present
in person or proxy, holding more than one share, is not required to cast all
their votes in the same way. Where you do not specify how the proxy must vote
on any particular matter, the appointed proxy (including the Chairman, if
appointed) has discretion as to whether, and if so, how he votes.
6. To appoint more than one proxy, please print an additional copy of
this form. Please indicate in the space provided the number of Shares in
relation to which they are authorised to act as your proxy. Please also
indicate by ticking the space provided if the proxy instruction is one of
multiple instructions being given.
7. For shareholders whose names appear on the register of members of
the Company (i.e. those who hold their Ordinary Shares in certificated form)
("Certificated Shareholders"), the Form of Proxy must be completed and
returned to the Company's Registrars, Link Registrars Limited at P.O. Box
7117, Dublin 2, Ireland (if delivered by post) or to Link Registrars Limited,
Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if
delivered by hand during normal business hours) so as to be received by no
later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11 September
2024 (or, in the case of an adjournment of the EGM, no later than 48 hours
before the time fixed for holding the adjourned meeting). Alternatively, you
may appoint a proxy electronically by visiting the website of the Company's
Registrars at www.signalshares.com and entering the Company name, Bank of
Cyprus Holdings PLC. You will need to register for the Share Portal by
clicking on "registration section" (if you have not registered previously) and
following the instructions. You will need your Investor Code ("IVC") which can
be found on your share certificate. Additionally, Link Registrars has launched
a shareholder app: LinkVote+. It's free to download and use and gives
shareholders the ability to access their shareholding record at any time and
allows users to submit a proxy appointment quickly and easily online rather
than through the post. The app is available to download on both Google Play
and the Apple App Store, or by scanning the relevant QR code below.
8. Euroclear UK & International Limited ("EUI"), the operator of
CREST, has arranged for voting instructions relating to the CREST Depositary
Interests ("CDIs") held in CREST to be received via a third-party service
provider, Broadridge Financial Solutions Limited ("Broadridge").
If you are a holder of CDIs (a "CDI Holder"), you will be
required to make use of the EUI proxy voting service facilitated by Broadridge
Global Proxy Voting service in order to receive meeting announcements and send
back voting instructions, as required. To facilitate client set up, if you
hold CDIs and wish to participate in the proxy voting service, you will need
to complete a Meetings and Voting Client Set-up Form (CRT408). Completed
application forms should be returned to EUI by an authorised signatory with
another relevant authorised signatory copied in for verification purposes
using the following email address: eui.srd2@euroclear.com.
Fully completed and returned application forms will be
shared with Broadridge by EUI. This will enable Broadridge to contact you and
share
further detailed information on the service offering and
initiate the process for granting your access to the Broadridge platform.
Once CDI Holders have access to the Broadridge platform,
they can complete and submit proxy appointments (including voting
instructions) electronically. Broadridge will process and deliver proxy voting
instructions received from CDI Holders by the Broadridge voting deadline date
to Euroclear Bank, by their cut-off and to agreed market requirements.
Alternatively, a CDI Holder can send a third-party proxy voting instruction
through the Broadridge platform in order to appoint a third party (who may be
a corporate representative or the CDI Holders themselves) to attend and vote
at the meeting for the number of Ordinary Shares specified in the proxy
instruction (subject to the Broadridge voting deadline). There is no facility
to offer a letter of representation/appoint a corporate representative other
than through the submission of third-party proxy appointment instructions
through Broadridge.
Broadridge's voting deadline will be earlier than
Euroclear Bank's voting instruction deadline as set out below and is expected
to be at least two (2) business days prior to the Euroclear Bank proxy
appointment deadline (i.e. 9 September 2024). Such voting instructions cannot
be changed or cancelled after Broadridge's voting deadline.
CDI Holders are strongly encouraged to familiarise
themselves with the arrangements with Broadridge, including the voting
deadlines and procedures and to take, as soon as
possible, any further actions required by Broadridge before they can avail of
this voting service.
9. Investors who hold their interests in the Ordinary Shares of the
Company through a participant account in the EB System ("EB Participants") can
submit proxy appointments (including voting instructions) electronically in
the manner described in the document issued by Euroclear Bank and entitled
"Euroclear Bank as issuer CSD for Irish corporate securities" (as amended or
replaced from time to time) and available on the Euroclear Bank website
(www.euroclear.com) (the "Euroclear Bank Service Description").
EB Participants can either send:
(b) electronic voting instructions to instruct Euroclear Nominees Limited
(i.e. the nominee of Euroclear Bank) ("Euroclear Nominees") to either itself
or by appointing the Chairman as proxy on the instruction of Euroclear
Nominees to:
(i) vote in favour of all or a specific resolution(s);
(ii) vote against for all or a specific resolution(s);
(iii) abstain for all or a specific resolution(s); or
(iv) give discretionary vote to the Chairman for all or a specific
resolution(s); or
(c) a proxy voting instruction to appoint a third party (other than
Euroclear Nominees or the Chairman of the EGM) (who may be a corporate
representative or the EB Participants themselves) to attend the meeting and
vote for the number of Ordinary Shares specified in the proxy voting
instruction by providing Euroclear Bank with the proxy details as requested in
its notification (e.g. proxy first name, proxy last name, proxy address).
There is no facility to offer a letter of representation/appoint a corporate
representative other than through the submission of third-party proxy
appointment instructions.
Euroclear Bank's voting instruction deadline is expected to be at 10:00 a.m.
(Cyprus time) / 8:00 a.m. (Irish time) on 11 September 2024. Voting
instructions cannot be changed or cancelled after Euroclear Bank's voting
deadline.
10. To be effective, all proxy voting instructions (whether
submitted directly or through the Euroclear System or CREST) together with
any power of attorney or other authority under which it is executed, or a
notarially certified copy thereof, must be received by the Company's
Registrar, Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if
delivered by post) or at Link Registrars Limited, Suite 149, The Capel
Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland not less than 48 hours
before the time appointed for the holding of the meeting or any adjournment
thereof. However, persons holding through the Euroclear System or CREST will
also need to comply with any additional voting deadlines imposed by the
respective service offerings. All relevant persons are recommended to consult
with their stockbroker or other intermediary at the earliest opportunity.
11. Where the appointing Shareholder is a body corporate this form
must be signed under its common seal or under the hand of a duly authorised
officer thereof.
12. In the case of joint Shareholders the Form of Proxy can only be
signed by the person whose name appears first in the Register of Members.
13. The 'Vote Withheld' option is provided to enable you to abstain
on any particular resolution. However, it should be noted that a 'Vote
Withheld' is not a vote in law and will not be counted in the calculation of
the proportion of the votes 'For' and 'Against' a resolution.
14. The Company, pursuant to Section 1087G of the Companies Act
2014, specifies that only those shareholders registered in the Register of
Members of the Company on 9 September 2024 at 9:00 p.m. (Cyprus time) / 7:00
p.m. (Irish time) (the "Record Date") (or in the case of an adjournment at
9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on the day before a date that
falls 72 hours before the date of the adjourned meeting) shall be entitled to
attend and vote at the meeting in respect of the number of shares registered
in their names at the time. Changes to entries in the register after that time
will be disregarded in determining the right of any person to attend and/or
vote at the meeting.
15. Any alterations made to this form should be initialled.
16. The appointment of a proxy will not preclude a Shareholder from
attending the meeting or at any adjournment thereof and voting in person
should he/she wish to do so. CDI Holders or EB Participants wishing to access
the Lumi platform must arrange to have themselves appointed as their own proxy
as explained in the EGM Notice and then must contact the Company's Registrars
on +353 1 553 0050 during business hours at least 48 hours before the EGM in
order to obtain the necessary access to the Lumi platform.
17. Capitalised terms in this Shareholder Form of Proxy shall have
the same meaning given to them in the Notice of the EGM unless otherwise
indicated herein.
18. Detailed instructions on proxy voting and how to access the EGM
remotely are set out in the Notice convening the EGM in the Notes section at
pages 49-57. You can access the Notice of the EGM and the other documents
being placed on display in connection with the EGM by visiting the Company's
website: www.bankofcyprus.com/group (Investor Relations / Extraordinary
General Meeting 2024) which will also include any updates or announcements
regarding the EGM in the event that circumstances change.
DEPOSITARY INTEREST HOLDER PROXY NOMINATION FORM ("DI FORM OF PROXY")
I/We
_______________________________________________________________________________________________________________
with ID/Passport/Company Registration number/ Investor Share Code
____________________________________________________________
being a holder of depositary interests representing ordinary shares in Bank of
Cyprus Holdings Public Limited Company (the "Company"), appointed as a proxy
of Link Market Services Trustees (Nominees) Limited ("Link Nominees") of The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom in
respect of the number of ordinary shares represented by the depositary
interests held by me/us, hereby direct, nominate and request:
1. The Chairman of the EGM
2.
______________________________________________________________________ with ID
number ___________________________
or failing him/her,
________________________________________________________________________________________________
with ID number ____________________________
to be appointed as a proxy of Link Nominees in respect of the number of
ordinary shares represented by the depositary interest held by me/us and
consequently as my/our proxy to attend, speak and vote in respect of the
number of ordinary shares represented by the depositary interest held by me/us
at the EGM of the Company, to be held on 13 September 2024, at 11:00 a.m.
(Cyprus time) / 9:00 a.m. (Irish time) at the Company's Headquarters (51
Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus) (which
shall also be available by audio link to the registered office of the Company
at the address, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland) and at any
adjournment thereof.
This nomination may be exercised in respect of all / _______________
(delete/complete as appropriate) ordinary shares in respect of which I am
being appointed as proxy (reflecting my holding of depositary interests
representing ordinary shares in the Company registered in my/our name(s)).
Please tick here to indicate that this nomination is one of
multiple nominations being made.
I/We direct my/our proxy to vote on the resolutions proposed at the meeting as
indicated on this form. Where no instruction appears below as to how the proxy
should vote, the proxy may vote as he or she thinks fit (acting in his/her
absolute discretion) in relation to any business of the meeting. I/We direct
that any proxy issued by Link Nominees in respect of the ordinary shares in
respect of which my/our nominee representative(s) is being appointed be
subject to such direction:
Resolutions For Against Vote Withheld
1 To consider, and if thought fit, approve the admission to listing and trading
of all the ordinary shares of the Company in issue from time to time, each
with a nominal value of €0.10, on the Main Market of the Regulated
Securities Market of the Athens Stock Exchange, in accordance with Greek law
no. 3371/2005
2 To consider, and if thought fit, approve the amended Articles of Association
of the Company, in substitution for and to the exclusion of the existing
Articles of Association of the Company
Date
Signature
Contact
details:
Telephone
Fax
Notes to the DI Form of Proxy:
1. We expect the EGM to proceed as planned on 13 September 2024 at
11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish Time) at the Company's
Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia,
Cyprus.
2. Should there be any relevant updates regarding the EGM, including any
changes to the arrangements for the EGM outlined in the Notice of the EGM,
they will be announced via a regulatory information service and made available
on the Company's website www.bankofcyprus.com/group (Investor Relations /
Extraordinary General Meeting 2024).
3. In the event that it is not possible to convene and hold the EGM as
planned, the EGM may be held with the minimum necessary quorum in attendance
in accordance with the Company's Articles of Association or adjourned or
postponed to a different time and/or venue, in which case notification of such
adjournment or postponement will be given in accordance with the Company's
Articles of Association.
4. We strongly encourage DI Holders to submit a proxy form or use the
electronic voting facility to ensure they can vote at the EGM without
attending in person. This can be done in advance of the EGM by availing of one
of the following ways, you can either appoint a proxy as set out in these
notes or during the EGM by using the electronic voting facility set out on
pages 55-56 of the EGM Notice. Please note the deadlines for receipt of the
proxy appointment for it to be valid and the relevant procedures for the
electronic voting facility. By submitting the DI Form of Proxy or by using the
electronic voting facility you will be able to ensure that your vote on the
proposed resolutions is cast at the EGM in accordance with your wishes,
without attending in person.
5. Every DI Holder has the right to appoint the Chairman of the EGM or
some other person(s) of their choice, who need not be a shareholder or DI
Holder, as his nominated proxy, who shall in turn be appointed as proxy, to
exercise all or any of his rights, to attend, speak, ask questions and vote in
respect of the number of ordinary shares represented by depositary interests
held by a DI Holder. If you wish to nominate a person other than the Chairman,
please insert the name of your chosen nominated proxy in the space provided. A
DI Holder may nominate more than one proxy to attend and vote at the meeting
in respect of depositary interests provided that, where a DI Holder appoints
more than one proxy in relation to a general meeting, each proxy must be
appointed to exercise the rights attached to different ordinary shares
represented by depositary interests held by that DI Holder. A DI Holder acting
as an intermediary on behalf of one or more clients may nominate as a proxy
each of its clients or their nominees provided each proxy nominee is nominated
to exercise rights attached to different depositary interests held by the DI
Holder. If the proxy nominee is being nominated in relation to less than your
full voting entitlement please indicate in the space provided the number of
depositary interests in relation to which they are nominated as your proxy
nominee. If left blank, your proxy nominee will be deemed to be nominated in
respect of your full voting entitlement (or if this proxy nomination form has
been issued in respect of a designated account for a DI Holder, the full
voting entitlement for that designated account). Where a poll is taken at the
EGM, a DI Holder present in person or represented by a proxy nominee, holding
more than one depositary interest representing one share, is not required to
cast all their votes in the same way. Where you do not specify how the proxy
must vote on any particular matter, the appointed proxy (including the
Chairman, if appointed) has discretion as to whether, and if so, how he votes.
6. To appoint more than one proxy, please print an additional copy of this
form. Please indicate in the space provided the number of depositary interests
in relation to which they are authorised to act as your proxy. Please also
indicate by ticking the space provided if the proxy instruction is one of
multiple instructions being given.
7. All forms must be completed and signed and returned together with any
power of attorney or other authority under which it is executed, or a
notarially certified copy thereof, to Investor Relations & ESG Department,
51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus, P.O. Box
21472, 1599 Nicosia, Cyprus, e-mail: shares@bankofcyprus.com, fax: +357 22
120245, so as to reach such address no later than 11:00 a.m. (Cyprus time) /
9:00 a.m. (Irish time) on 11 September 2024. DI Holders may confirm that the
applicable DI Form of Proxy has been successfully received by the Company by
calling Investor Relations & ESG Department at +357 22 126055.
8. Where the appointing DI Holder is a body corporate this form must be
signed under its common seal or under the hand of a duly authorised officer
thereof.
9. In the case of joint DI Holders the Form of Proxy can only be signed by
the person whose name appears first in the Register of Members.
10. The 'Vote Withheld' option is provided to enable you to abstain on any
particular resolution. However, it should be noted that a 'Vote Withheld' is
not a vote in law and will not be counted in the calculation of the proportion
of the votes 'For' and 'Against' a resolution.
11. The Company, pursuant to Section 1087G of the Companies Act 2014,
specifies that only those shareholders registered in the Register of Members
of the Company on 9 September 2024 at 9:00 p.m. (Cyprus time) / 7:00 p.m.
(Irish time) (the "Record Date") (or in the case of an adjournment at 9:00
p.m. (Cyprus time) / 7:00 p.m. (Irish time) on the day before a date that
falls 72 hours before the date of the adjourned meeting) shall be entitled to
attend and vote at the meeting in respect of the number of shares registered
in their names at the time. Changes to entries in the register after that time
will be disregarded in determining the right of any person to attend and/or
vote at the meeting.
12. Any alterations made to this form should be initialled.
13. The nomination of a proxy nominee will not preclude a DI Holder holding
Depositary Interests at the voting record time from attending the meeting and
voting in person should he/she wish to do so pursuant to their appointment as
proxy by Link Nominees.
14. Capitalised terms in this Depositary Interest Form of Proxy shall have the
same meaning given to them in the Notice of the EGM unless otherwise indicated
herein.
15. Detailed instructions on proxy voting and how to access the EGM remotely
are set out in the Notice convening the EGM in the Notes section at pages
49-57. You can access the Notice of the EGM and the other documents being
placed on display in connection with the EGM by visiting the Company's
website: www.bankofcyprus.com/group (http://www.bankofcyprus.com/group)
(Investor Relations / Extraordinary General Meeting 2024) which will also
include any updates or announcements regarding the EGM in the event that
circumstances change.
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