REG - Bank of Cyprus Hldgs - Notice of AGM

Bank of Cyprus HoldingsAnnouncement

12/04/2024 10:15

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RNS Number : 4514K  Bank of Cyprus Holdings PLC  12 April 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 other independent
professional adviser. If you have sold or transferred all your Bank of Cyprus
Holdings Public Limited Company ("BOCH PLC") shares or Depositary Interests
representing shares of BOCH PLC ("DI"), 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.

Bank of Cyprus Holdings Public Limited Company

Notice of Annual General Meeting

On Friday 17 May 2024 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) at
Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.

 

Notice of the Annual General Meeting ("AGM") of Bank of Cyprus Holdings Public
Limited Company (the "Company") is set out on pages 6 to 29 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 certificated shareholders for the AGM accompanies this
document. 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) onWednesday 15
May 2024.  Alternatively, you may appoint a proxy electronically by visiting
the website of the Company's Registrars at www.signalshares.com
(http://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.

Persons holding Cyprus Stock Exchange depositary interests issued by Link
Market Services Trustees (Nominees) Limited ("Custodian") 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 or P.O. Box
21472, 1599 Nicosia, Cyprus, e-mail: shares@bankofcyprus.com
(mailto:shares@bankofcyprus.com) , (mailto: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 Wednesday 15 May 2024.

Those who hold their interests in Ordinary Shares as Belgian law rights
through the Euroclear Bank SA/NV ("Euroclear Bank") system ("EB System") or
through participation by holders of CREST Depositary 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 AGM 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.

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"). Further details on this service are set out on the
"All you need to know about SRD II in Euroclear UK & International"
webpage (see section CREST International Service - Proxy Voting).

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. (mailto: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 will be Monday 13 May 2024). 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 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 (http://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 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

(b)    a proxy voting instruction to appoint a third party (other than
Euroclear Nominees or the Chairman of the AGM) (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 Wednesday 15 May 2024. Voting
instructions cannot be changed or cancelled after Euroclear Bank's voting
deadline.

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 and life and general insurance. At
31 December 2023, the Bank of Cyprus Group operated through a total of 64
branches in Cyprus, of which 4 operated as cash offices. The Bank of Cyprus
Group employed 2,830 staff worldwide. At 31 December 2023, the Group's Total
Assets amounted to €26.6 bn and Total Equity was €2.5 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.

 

Dear Shareholders

Bank of Cyprus Holdings Public Limited Company (the "Company") - Annual General Meeting ("AGM") - 17 May 2024

The AGM of the Company will be held at 11:00 a.m. (Cyprus time) / 9:00 a.m.
(Irish time) on Friday, 17 May 2024 at the Company's Headquarters, 51
Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.
Shareholders in Ireland may participate in the AGM by audio link at the
registered office of the Company, Ten Earlsfort Terrace, Dublin 2, D02 T380,
Ireland at the same time as the AGM, (i.e. commencing at 9:00 a.m. (Irish
time) on Friday, 17 May 2024). Shareholders will also have the ability to
listen to the meeting by electronic means and the ability to vote by either
submitting a proxy form in advance of the meeting or by using the electronic
voting facility. This document includes important information on the business
of the AGM, including the resolutions to be voted on by Shareholders at the
AGM.

If you wish to listen live to the AGM proceedings, you can do so by availing
of the electronic meeting facility by accessing the AGM website,
https://web.lumiagm.com (https://web.lumiagm.com/) . This will allow you to
audio cast the AGM and Shareholders can submit questions and votes through the
website. Further instructions on how to attend the meeting remotely are set on
pages 28-29 and on the Company's website www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) (select Investor Relations / Annual
General Meeting 2024).

Before the AGM, a Shareholder may also submit a question in writing, to be
received at least four business days before the meeting (i.e. by Monday, 13
May 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
(mailto:Company.Secretary@bankofcyprus.com) . All correspondence should
include sufficient information to identify you as a Shareholder, DI Holder, EB
Participant or CDI Holder. Responses to the most common questions will be
posted on the Company's website on www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) (Investor Relations / Annual General
Meeting 2024) and we also anticipate responding in writing directly to any
individual Shareholder who raises a question.

All resolutions will be taken on a poll vote. On a poll, each Shareholder has
one vote for every Ordinary Share held. Electronic voting will be used at the
AGM. The results of the voting will be posted on our website
(www.bankofcyprus.com (http://www.bankofcyprus.com/) /group/) after the
meeting and notified to the London Stock Exchange and Cyprus Stock Exchange.

There are 17 Resolutions proposed for this year's AGM. Explanatory notes for
each proposed Resolution are contained in the enclosed Notice. These
resolutions, save for Resolutions 16 and 17, are routine for bank holding
companies listed on the London Stock Exchange and seek to provide the Board
with the renewal of a customary and generally accepted range of options so as
to allow the Board to respond effectively and on a timely basis to
circumstances that might arise.

Resolution 17 must be approved by shareholders holding a majority of at least
66% of the shares represented (in person or by proxy) at the AGM, provided
that at least 50% of the total shares are represented (in person or by proxy)
at the AGM. If the latter condition is not met, at least 75% of the shares
represented (in person or by proxy) at the AGM must be voted in favour of the
resolution in order for it to be passed.

The Directors of the Company consider the Resolutions proposed to be in the
best interests of the Company and its Shareholders as a whole and unanimously
recommend Shareholders vote in favour of all Resolutions, as they intend to do
in respect of their own shareholdings.

We would like to thank you for your continued support.

 

Yours sincerely

Efstratios-Georgios Arapoglou
Chairman

12 April 2024

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of Bank of
Cyprus Holdings Public Limited Company (the "Company" or the "Bank") will be
held at the Company's Headquarters (51 Stassinos Street, Ayia Paraskevi, 2002
Strovolos, Nicosia, Cyprus) on Friday 17 May 2024 at 11:00 a.m. (Cyprus time).
Shareholders in Ireland may participate in the AGM by audio link at the
registered office of the Company, Ten Earlsfort Terrace, Dublin 2, D02 T380,
Ireland at the same time as the AGM, (i.e. commencing at 9:00 a.m. Irish time
on Friday, 17 May 2024).

The AGM will consider and, if thought fit, approve the following resolutions:

ORDINARY BUSINESS:

1.       Following a review of the Company's affairs, to receive and
consider the Financial Statements for the year ended 31 December 2023 together
with the reports of the Directors and the Auditors thereon (Resolution 1)

 

2.       To authorise the Board of Directors to fix the Auditors'
remuneration (Resolution 2).

 

3.       To authorise the following annual ordinary remuneration of the
Directors, such remuneration to be cumulative unless otherwise specified where
a director holds more than one specified function (Resolution 3):

 

                                                           Annual Remuneration (€000's)

 Position
 Chairman                                                  220
 Vice Chair                                                90
 Senior Independent Director                               80
 Non-Executive Members                                     55
 Audit Committee Chair                                     45
 Audit Committee Members                                   25
 Risk Committee Chair                                      45
 Risk Committee Members                                    25
 Human Resources & Remuneration Committee Chair            30
 Human Resources & Remuneration Committee Members          20
 Nominations & Corporate Governance Committee Chair        30
 Nominations & Corporate Governance Committee Members      20
 Technology Committee Chair                                30
 Technology Committee Members                              20

 

4.       To re-elect the following Directors, by separate resolutions:

(a)   Efstratios-Georgios (Takis) Arapoglou Resolution 4(a)

 

(b)   Lyn Grobler Resolution 4(b)

 

(c)   Panicos Nicolaou Resolution 4 (c)

 

(d)   Constantine Iordanou Resolution 4(d)

 

 

 

(e)   Eliza Livadiotou Resolution 4(e)

 

(f)    Monique Hemerijck Resolution 4(f)

 

(g)   Adrian Lewis Resolution 4(g)

 

To appoint the following persons as Directors, by separate resolutions,
subject to the approval of the European Central Bank (the "ECB"):

(h)    Christian Hansmeyer Resolution 4(h)

(i)     Stuart Birrell Resolution 4(i)

5.       To receive and consider the Annual Remuneration Report of the
Remuneration Committee for the year ended 31 December 2023, which is set out
on pages 221 to 232 of the 2023 Annual Report which will be posted on the
Company's website on www.bankofcyprus.com (http://www.bankofcyprus.com/)
/group/ (Investor Relations / Annual Reports) as an advisory, non-binding
resolution (Resolution 5).

 

6.       To receive and consider the Revised Remuneration Policy, which
is set out on the Company's website on www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) (Investor Relations / Annual Reports) as
an advisory, non-binding resolution (Resolution 6).

 

7.       To declare a final dividend of €0.25 per ordinary share for
the financial year ended 31 December 2023 (Resolution 7).

SPECIAL BUSINESS

8.       As an Ordinary Resolution:

"THAT the Directors of the Company be and are hereby generally and
unconditionally authorised to exercise all the powers of the Company to allot
and issue relevant securities (within the meaning of section 1021 of the
Companies Act 2014 (as amended) (the "Companies Act")) of the Company, up to
an aggregate of:

(a)    147,245,978 Ordinary Shares of €0.10 each; and

(b)    a further 147,245,978 Ordinary Shares of €0.10 each provided that
such Ordinary Shares are: (i) equity securities (within the meaning of section
1023(1) of the Companies Act); and (ii) offered by way of a rights issue or
other pre-emptive issue to holders of Ordinary Shares at such record dates as
the Directors may determine where the equity securities respectively
attributable to the interests of the ordinary Shareholders are proportionate
(as nearly as may be practicable) to the respective numbers of Ordinary Shares
held by them on any such record dates, but subject to such exclusions or other
arrangements as the Directors  may deem necessary or expedient to deal with
legal or practical problems in respect of overseas Shareholders or
Shareholders or persons holding an interest in shares (including derivative or
beneficial interest or an interest in any entity whether held directly or
through one or more intermediary entity or interest) subject to legal
restrictions or   sanctions, fractional entitlements or otherwise,

provided that the power hereby conferred shall expire at close of business of
the next AGM or 15 August 2025, whichever is earlier, unless and to the extent
that such power is renewed, revoked or extended prior to such date, save the
Company may make before such expiry an offer or agreement which would or might
require relevant securities to be allotted after such expiry, and the
Directors may allot relevant securities in pursuance of such an offer or
agreement as if the power conferred by this resolution had not expired
(Resolution 8).

9.       As a Special Resolution:

 

 

 

"THAT, if Resolution 8 as set out in the Notice of this meeting is approved,
the Directors be and are hereby generally authorised to allot and issue equity
securities (within the meaning of section 1023(1) of the Companies Act) for
cash and/or treasury shares (within the meaning of section 1078 of the
Companies Act) for cash pursuant to the authority conferred on the Directors
by Resolution 8 as if section 1022(1) of the Companies Act did not apply,
provided that this power shall be limited to:

(a)    the allotment of equity securities in connection with any rights
issue or other pre-emptive issue in favour of ordinary Shareholders (other
than those holders with registered addresses outside the State (Ireland) to
whom an offer would, in the opinion of the Directors, be impractical or
unlawful in any jurisdiction) on the register of members at such record date
as the Directors may determine where the equity securities respectively
attributable to the interest of such ordinary Shareholders are proportionate
(as nearly as may be) to the respective number of Ordinary Shares held by them
and subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with regulatory requirements, legal or
practical problems in respect of overseas Shareholders or Shareholders or
persons holding an interest in shares (including derivative or beneficial
interests or an interest in any entity whether held directly or through one or
more intermediary entity or interest) subject to legal restrictions or
 sanctions, fractional entitlements or otherwise; and

(b)    the allotment of equity securities for cash (otherwise than under
Paragraph (a) above) together with all treasury shares re-issued while this
authority remains operable shall not exceed 22,309,997 Ordinary Shares of
€0.10 each,

provided that this authority shall expire at the close of business of the next
AGM or 15  August 2025, whichever is earlier, save that the Company may
before such expiry make an offer or agreement which would or might require
such securities to be issued and allotted after such expiry and the Directors
may allot such securities in pursuance of such offer or agreement as if the
power conferred hereby had not expired" (Resolution 9).

10.     As a Special Resolution:

"THAT, if Resolution 8 as set out in the Notice of this meeting is approved,
the Directors be and are hereby generally authorised, in addition to any
authority granted under Resolution 9, to allot and issue equity securities
(within the meaning of section 1023 of the Companies Act) for cash and/or
treasury shares (within the meaning of section 1078 of the Companies Act) for
cash pursuant to the authority conferred on the Directors by Resolution 8 as
if section 1022(1) of the Companies Act did not apply to any such issue or
allotment, such authority to be:

(a)    limited to the allotment of equity securities and re-issue of
treasury shares up to 22,309,997 Ordinary Shares of €0.10 each;

(b)    used only for the purposes of financing (or refinancing, if the
authority is to be used within twelve months after the original transaction) a
transaction which the Directors determine to be either an acquisition or other
specified capital investment of a kind contemplated by the Statement of
Principles on Disapplying Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of the Notice of this meeting; and

provided that this authority shall expire at the close of business of the next
AGM or 15 August 2025, whichever is earlier, save that the Company may before
such expiry make an offer or agreement which would or might require such
equity securities to be issued and allotted (and treasury shares to be
re-issued) after such expiry and the Directors may issue and allot equity
securities (and may re-issue such treasury shares) in pursuance of such offer
or agreement as if the power conferred hereby had not expired" (Resolution
10).

11.     As an Ordinary Resolution:

"THAT, in addition to and separate from the authority granted by Resolution 8
as set out in the Notice of this meeting, the Directors of the Company be and
are hereby generally and unconditionally authorised pursuant to section 1021
of the Companies Act to issue, allot, grant options over or otherwise dispose
of:

(a)    additional Tier 1 contingent equity conversion notes that
automatically convert into or are exchanged for Ordinary Shares in the Company
in prescribed circumstances ("AT1 ECNs") where the Directors consider that the
issuance of AT1 ECNs would be desirable in connection with, or for the
purposes of, complying with or maintaining compliance with the regulatory
capital requirements or targets applicable to (i) the Company and/or (ii) the
Company and its subsidiaries and/or (iii) the Company's subsidiaries, in each
case from time to time; and

(b)    Ordinary Shares pursuant to the conversion or exchange of AT1 ECNs,
or to agree to do any of the foregoing acts,

PROVIDED THAT the power conferred by this resolution shall:

(i)     be limited to the issue, allotment, grant of options over or other
disposal of Ordinary Shares of an aggregate nominal amount of up to
€6,692,999 and of AT1 ECNs convertible or exchangeable into Ordinary Shares
up to such maximum aggregate nominal amount; and

(ii)    expire on 15 August 2025 or at the close of business on the date of
the next AGM, whichever is earlier, but so that the Company may make offers
and enter into agreements before the authority expires which would or might
require AT1 ECNs or Ordinary Shares to be issued or rights to subscribe for or
to convert or exchange any security into Ordinary Shares to be granted after
the authority expires and the Directors may allot shares or grant such rights
under any such offer or agreement as if the authority had not expired"
(Resolution 11).

 

12.     As a Special Resolution:

"THAT, in addition to and separate from the authority granted by Resolutions 9
and 10 as set out in the Notice of this meeting, the Directors be and are
hereby generally empowered to issue, allot, grant options over or otherwise
dispose of equity securities (within the meaning of section 1023(1) of the
Companies Act) or a right to subscribe for, or convert any securities into
Ordinary Shares, including AT1 ECNs (as defined in Resolution 11 as set out in
the Notice of this meeting) and any Ordinary Shares issued pursuant to the
conversion or exchange of AT1 ECNs of the Company for cash pursuant to the
authority conferred on the Directors by Resolution 11 above as if section
1022(1) of the Companies Act did not apply up to a maximum aggregate amount
provided for in paragraph (i) of such Resolution 11, provided that: this
authority shall expire at the close of business on the date of the AGM of the
Company to be held in 2025 or on 15 August 2025, whichever is earlier, but so
that the Company may make offers and enter into agreements before the
authority expires which would or might require AT1 ECNs or Ordinary Shares to
be issued or rights to subscribe for or convert or exchange any security into
Ordinary Shares to be granted after the authority expires and the Directors
may allot shares or grant such rights under any such offer or agreement as if
the authority had not expired" (Resolution 12).

 

13.     As a Special Resolution:

"THAT the Company and/or any of its subsidiaries be and they are hereby
generally authorised to make purchases on a securities market (within the
meaning of section 1072 of the Companies Act) of Ordinary Shares of the
Company on such terms and conditions and in such manner as the Directors, or
as the case may be, the director of such subsidiary, may from time to time
determine but subject to the provisions of the Companies Act and to the
following restrictions and provisions:

(a)    the maximum number of Ordinary Shares authorised to be acquired
pursuant to the terms of this resolution shall not exceed 44,619,993 Ordinary
Shares of €0.10 each;

(b)    the minimum price (excluding expenses) which may be paid for any
Ordinary Share shall be the nominal value of the ordinary share;

 

 

(c)    the maximum price (excluding expenses) which may be paid for any
Ordinary Share in the Company (a "Relevant Share") shall be the higher of:

(i)       5% above the average of the closing prices of a Relevant Share
taken from the Official List of the London Stock Exchange in the case of a
purchase on the London Stock Exchange or the respective list of the Cyprus
Stock Exchange in the case of a purchase on the Cyprus Stock Exchange, for the
five business days prior to the day the purchase is made; and

(ii)      the amount stipulated by Article 3(2) of Commission Delegated
Regulation (EU) 2016/1052 and any corresponding provision of any replacement
legislation, (being the value of a Relevant Share calculated on the basis of
the higher of the price quoted for:

A.    the last independent trade of; and

B.    the highest current independent bid or offer for any number of
Relevant Shares on the trading venue where the purchase pursuant to the
authority conferred by this resolution will be carried out).

If the means of providing the foregoing information as to dealings and prices
by reference to which the maximum price is to be determined is altered or is
replaced by some other means, then a maximum price shall be determined on the
basis of the equivalent information published by the relevant authority in
relation to dealings on the London Stock Exchange in the case of a purchase on
the London Stock Exchange, or Cyprus Stock Exchange in the case of a purchase
on the Cyprus Stock Exchange, or its equivalent.

(d)   The authority hereby granted shall expire at the close of business on
the date of the next AGM or 15 August 2025, whichever is the earlier, unless
previously varied, revoked or renewed by special resolution in accordance with
the provisions of section 1074 of the Companies Act. The Company or any such
subsidiary may before such expiry enter into a contract for the purchase of
Ordinary Shares which would or might be executed wholly or partly after such
expiry and may complete any such contract as if the authority conferred hereby
had not expired." (Resolution 13).

 

14.     As a Special Resolution:

"THAT, for the purposes of sections 109 and/or 1078 of the Companies Act, the
re-allotment price range at which any treasury shares for the time being held
by the Company may be re-allotted (including by way of re-allotment
off-market) shall be as follows:

(a)    the maximum price at which a treasury share may be re-allotted shall
be an amount equal to 120% of the Appropriate Price; and

(b)    the minimum price at which a treasury share may be re-allotted shall
be the nominal value of the share where such a share is required to satisfy an
obligation under an employees' share scheme (as defined by section 64 of the
Companies Act) operated by the Company or any of its subsidiaries or, in all
other cases, an amount equal to 95% of the Appropriate Price.

For the purposes of this resolution the expression "Appropriate   Price"
shall mean the average of the five amounts resulting from determining
whichever of the following (i), (ii) or (iii) specified below in relation to
shares of the class of which such treasury share is to be re-allotted shall be
appropriate in respect of each of the five business days immediately preceding
the day on which the treasury share is re-allotted, as determined from
information published on the London Stock Exchange or the Cyprus Stock
Exchange (as determined by the Directors) reporting the business done on each
of these five business days:

(i)     if there shall be more than one dealing reported for the day, the
average of the prices at which such dealings took place; or

 

 

(ii)    if there shall be only one dealing reported for the day, the price
at which such dealing took place; or

(iii)   if there shall not be any dealing reported for the day, the average
of the closing bid and offer prices for the day,

and if there shall be only a bid (but not an offer) or an offer (but not a
bid) price reported, or if there shall not be any closing price reported, for
any particular day, then that day shall not count as one of the said five
business days for the purposes of determining the Appropriate Price. If the
means of providing the foregoing information as to dealings and prices by
reference to which the Appropriate Price is to be determined is altered or is
replaced by some other means, then the Appropriate Price is to be determined
on the basis of the equivalent information published by the relevant authority
in relation to dealings on the London Stock Exchange PLC, the Cyprus Stock
Exchange or their equivalent.

The authority hereby conferred shall expire at the close of business on the
day of the next AGM of the Company in 2025 or 15 August 2025, whichever is the
earlier, unless previously varied or renewed in accordance with the provisions
of sections 109 and/or 1078 of the Companies Act (as applicable) and is
without prejudice or limitation to any other authority of the Company to
re-allot treasury shares on market" (Resolution 14)

 

15.     As a Special Resolution:

"THAT it is hereby resolved that the provision in Article 54(a) of the
Constitution of the Company allowing for the convening of an Extraordinary
General Meeting ("EGM") by at least fourteen Clear Days' notice (where such
meetings are not convened for the passing of a special resolution) shall be
effective and the convening of any such meeting by such notice be and is
hereby approved" (Resolution 15)

 

16.     As a Special Resolution:

 

 

"THAT it is hereby resolved that the Constitution of the Company be amended by
the insertion of a new Article 112(d) and the deletion of the existing Article
115 and the adoption of a new Article 115 in substitution for, and to the
exclusion of, the existing Article 115, each as set out in the explanatory
section of the notice of this meeting" (Resolution 16)

17.     As a resolution requiring approval in accordance with paragraph
31(1)(g)(ii)(B) of the internal governance of credit institutions directive of
2021 to (No.2) of 2023 issued by the Central Bank of Cyprus (the "CBC
Governance Directive"):

"THAT the Company and/or its subsidiaries be and are hereby authorised to
increase the variable component of total remuneration above 50% of the fixed
component of total remuneration for each individual that is a Material Risk
Taker, provided that such variable component does not in any event exceed 100%
of the fixed component of total remuneration for each such individual.

 

For the purpose of this resolution "Material Risk Taker" means any member of
the staff belonging to any one of the categories of staff, whose professional
activities have a material impact on the Group's risk profile, including the
categories of staff set out at paragraph 30(3) of the CBC Governance
Directive, as amended from time to time" (Resolution 17)

By order of the Board of Directors

Katia Santis

Secretary

12 April 2024

 

An explanation of the resolutions is set out in pages 13-22 of this document.
The notes to the Notice of the AGM, including notes on the exercise of
Shareholder and DI Holder rights and the mechanism for appointment or
nomination of a proxy, are set out in pages 23-29 of this document.

EXPLANATIONS OF THE MATTERS TO BE CONSIDERED BY THE ANNUAL GENERAL MEETING

This explanatory section outlines the background to the resolutions to be
proposed at the forthcoming AGM, all of which the Board of Directors consider
to be in the best interests of the Company and its Shareholders as a whole and
are recommended for your approval.

ORDINARY BUSINESS

Resolution 1 (ordinary resolution)

To receive and consider the Financial Statements for the year ended 31
December 2023 together with the reports of the Directors and the Auditors
thereon.

The Financial Statements for the Company and its subsidiaries for the year
ended 31 December 2023 are available on the Company's website
www.bankofcyprus.com (http://www.bankofcyprus.com/) /group/ (select Investor
Relations / Annual Reports). The consolidated audited financial statements for
Bank of Cyprus Public Company Limited for the year ended 31 December 2023 are
available on the Company's website www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) (select Investor Relations / Annual
Reports).

Resolution 2 (ordinary resolution)

To authorise the Board of Directors to fix the Auditors' remuneration.

Shareholders are being asked to pass a resolution to authorise the Directors
to fix the remuneration of the Statutory Auditors for the current financial
year.

Resolution 3 (ordinary resolution)

To fix the ordinary remuneration of the Directors.

Shareholders are being asked to pass a resolution to fix the ordinary
remuneration of the non-executive Directors as set out below.

                                                           Annual Remuneration (€000's)

 Position
 Chairman                                                  220
 Vice Chair                                                90
 Senior Independent Director                               80
 Non-Executive Members                                     55
 Audit Committee Chair                                     45
 Audit Committee Members                                   25
 Risk Committee Chair                                      45
 Risk Committee Members                                    25
 Human Resources & Remuneration Committee Chair            30
 Human Resources & Remuneration Committee Members          20
 Nominations & Corporate Governance Committee Chair        30
 Nominations & Corporate Governance Committee Members      20
 Technology Committee Chair                                30
 Technology Committee Members                              20

 

No change is proposed on the remuneration of the above positions which were
approved by Shareholders at the 2023 AGM.

Resolutions 4(a) - 4(g) (ordinary resolutions)

To re-elect the following Directors by separate resolutions

(a)    Efstratios-Georgios (Takis) Arapoglou

(b)    Lyn Grobler

(c)    Panicos Nicolaou

(d)    Constantine Iordanou

(e)    Eliza Livadiotou

(f)     Monique Hemerijck

(g)    Adrian Lewis

Explanation for Resolutions 4(a) - (g)

 

Lyn Grobler (Vice-Chair) has been a member of the Board since 7 February 2017.
Efstratios-Georgios (Takis) Arapoglou (Chairman) has been a member of the
Board since 12 June 2019.  Panicos Nicolaou (Executive Member) was appointed
on 1 September 2019. Constantine Iordanou has been a member of the Board since
29 November 2021. Eliza Livadiotou (Executive Member) has been a Member of the
Board since 06 October 2021. Monique Hemerijck has been a Member of the Board
since 10 August 2023. Adrian Lewis has been a Member of the Board since 17
November 2023.

In accordance with the UK Corporate Governance Code and the Company's
Constitution, which provide for the annual re-election of Directors, all of
the current Directors are retiring at the AGM and, being eligible, are
offering themselves for re-election.

Following evaluation, the Board has concluded that each Director standing for
re-election makes a valued contribution to the Company, continues to perform
effectively and demonstrates continuing commitment to their role and in every
Board Committee each Director has participated in to date. More specifically:

·     Efstratios-Georgios (Takis) Arapoglou's professional experience and
interpersonal skills makes him a valued Chairman of the Board and the
Nominations & Corporate Governance Committee.

·     Lyn Grobler's professional experience makes her a valued
contributor to the Risk Committee, the Nominations & Corporate Governance
Committee, the Human Resources & Remuneration Committee which she chairs
and the Board as Vice-Chair.

·     Panicos Nicolaou (Executive Member) was appointed on 1 September
2019 as Group Chief Executive Officer and Executive Member of the Board of
Directors.

·     Constantine Iordanou was appointed as an Independent Non-Executive
Member of the Board on 29 November 2021. Constantine Iordanou's professional
experience makes him a valued contributor as Chair to both the Technology
Committee and the Audit Committee and the Board as Senior Independent
Director.

·     Eliza Livadiotou (Executive Member) acts as Executive Director
Finance and was appointed as an Executive Member of the Board on 06 October
2021.

·     Monique Hemerijck was appointed as an Independent Non-Executive
Member of the Board on 10 August 2023. Her professional experience makes her a
valued contributor as Chair of the Risk Committee and member of the Audit
Committee, the Human Resources & Remuneration Committee, the Technology
Committee and the Board.

·     Adrian Lewis was appointed as an Independent Non-Executive Member
of the Board on 17 November 2023. His professional experience makes him a
valued contributor to the Audit Committee, the Risk Committee, the Nominations
& Corporate Governance Committee, the Technology Committee and the Board.

The Board believes that all Non-Executive Directors demonstrate collectively
the essential characteristics of impartiality and bring independent thought
and deliberation to the Board. The Board also believes that all Directors
continue to perform effectively and make a significant contribution to the
Company. The Board therefore strongly recommends the re-appointment of each of
the Directors standing for re-election.

The curriculum vitaes (CVs) of all the above Directors are available on the
website of the Company at www.bankofcyprus.com/group/
(http://www.bankofcyprus.com/group/) (select Who We Are / Our Leadership /
Board of Directors)

Resolution 4(h) (ordinary resolution)

To appoint the following Director by separate resolution, subject to the
approval of the European Central Bank ("ECB"):

(a)    Christian Hansmeyer

Explanation for Resolution 4(h)

Mr. Hansmeyer was nominated by the Board at its meeting on 30 August 2023, as
a new member of the Board and ESG expert, subject to approval by the ECB.
Following evaluation, the Board has concluded that Mr Christian Hansmeyer will
make a valued contribution to the Company.

Mr. Hansmeyer is currently the Head of Research for the Force for Good
Foundation in London and the Managing Director, Head of Risk, Legal and
Strategy for Greater Pacific Capital LLP since 2018.He has significant
experience both in London and abroad serving as a Principal for Greater
Pacific Capital Co. Ltd in Shanghai and as a Vice President and Associate for
Greater Pacific Capital LLP in London for thirteen years respectively. Prior
to his work with Greater Pacific Capital, Mr. Hansmeyer served as a summer
associate with Boston Consulting Group in Munich, Germany and as an Analyst
with Goldman Sachs International. He is a graduate of the Havard Business
School.

The Board believes that Mr. Hansmeyer demonstrates the essential
characteristics of impartiality and will bring independent thought and
deliberation to the Board. The Board therefore strongly recommends the
appointment of Mr. Hansmeyer.

Resolution 4(i) (ordinary resolution)

To appoint the following Director by separate resolution, subject to the
approval of the ECB:

(a)    Stuart Birrell

Explanation for Resolution 4(i)

Mr Birrell was nominated by the Board at its meeting on 26 September 2023, as
a new member of the Board and as an IT and Cyber expert, subject to approval
by the ECB.  Following evaluation, the Board has concluded that Mr Birrell
will make a valued contribution to the Company.

Mr. Birrell currently serves as an advisor to the Board for the Parliament
Restoration and Renewal Delivery Authority and as the Chief Data and
Information Office for easyJet Airline Co Ltd based in London. He has
significant experience across technology, aviation, FMCG, automotive, and
sports industries. Mr Birrell previously served as an advisor to the Board for
TEKTowr Ltd and as an Executive Director and Chief Information Officer for
Heathrow Airport Ltd for 5 years. He has also served as a Chief Information
Officer for both Gatwick Airport Ltd and McLaren Technology Group Ltd and as a
Vice President (Europe) for IT for ACCO Brands Europe Ltd. Prior to that, he
worked as an engineer for 7 years in London. The Board believes that Mr
Birrell demonstrates the essential characteristics of impartiality and will
bring independent thought and deliberation to the Board. The Board therefore
strongly recommends the appointment of Mr Birrell.

Resolution 5 (advisory, non-binding resolution)

To receive and consider the Annual Remuneration Report.

Shareholders are being asked to receive and consider the Annual Remuneration
Policy Report for the year ended 31 December 2023 which is set out on pages
221 to 232 of the 2023 Annual Report. This is an advisory, non-binding
resolution and is proposed in accordance with section 1110N of the Irish
Companies Act (implementing the EU Shareholder Rights Directive).

Resolution 6 (advisory, non-binding resolution)

To receive and consider the Revised Remuneration Policy

Shareholders are being asked under Resolution 6 to receive and consider the
revised remuneration policy of the Company, which is set out on the Company's
website on www.bankofcyprus.com/group/ (http://www.bankofcyprus.com/group/)
(Investor Relations / Annual General Meeting 2024) (the "Revised Remuneration
Policy").

The existing Remuneration Policy, as approved by Shareholders at the annual
general meeting in 2021, was amended at the annual general meeting in 2023
(the "Existing Remuneration Policy") to reflect the eligibility of Executive
Directors of the Company to participate in a short term incentive plan
("STIP"), which STIP involved the granting of cash awards to eligible
employees of the Company and/or its subsidiaries, including Executive
Directors of the Company subject to the terms and conditions of the Plan and
any regulatory restrictions.  The Revised Remuneration Policy extends the
STIP to include the granting of share awards, subject to applicable regulatory
rules. This amendment is being proposed to ensure compliance with Article
94(1)(g)(i) of the Capital Requirements Directive (Directive 2013/36/EU), as
amended (the "CRD") and the European Banking Authority's Guidelines on Sound
Remuneration Policies in relation to variable remuneration. The Revised
Remuneration Policy also clarifies that the variable remuneration of Executive
Directors is capped at the ratio set out in the Group-wide Remuneration Policy
in accordance with the applicable regulatory framework.

This is an advisory, non-binding resolution.  If the Revised Remuneration
Policy is approved, it will amend the Existing Remuneration Policy and provide
the framework for remuneration decisions made by the Human Resources &
Remuneration Committee for a maximum of four years.

Resolution 7 (ordinary resolution)

 

Approval of the payment of a final dividend

Resolution 7, if passed, will permit the Directors to pay a final dividend in
respect of the financial year ended 31 December 2023 in the amount of €0.25
per ordinary share as recommended by the Directors (and as approved by the
ECB), to the Shareholders on the register of members on 26 April 2024 ("Record
Date") (with the ex-dividend date being 25 April 2024) to be paid on 14 June
2024.

 

Shareholders who want to participate in the dividend will need to ensure that
they hold shares in the Company on 26 April 2024, which dividend will be paid
to such Shareholders after the date of the AGM if the dividend is approved by
the Shareholders.

Without the approval provided for in this Resolution 7, the Directors will be
unable to pay any dividends to the Shareholders.

 
SPECIAL BUSINESS

In addition to the ordinary business to be transacted at the AGM as set out in
Resolutions 1 to 7 above, the Board proposes, as special business, Resolutions
8 to 17 which are set out in the Notice of meeting accompanying this document
and summarised below.

Resolution 8 (ordinary resolution)

Authorisation to issue shares.

Resolution 8 is the general authority of the Directors to issue ordinary
shares, subject to statutory pre-emption rights to the extent applicable, and
is proposed in accordance with the Investment Association (IA) guidelines on
Directors' authority to allot shares (statutory pre-emption rights are
explained in more detail in the explanation of Resolutions 9 and 10 below,
which deal with the authority of the Directors not to apply statutory
pre-emption rights within certain limits). The IA is the trade body that
represents UK investment managers. It promotes and supports the interests of
its members, providing guidance on legal and regulatory developments and
working to embed the highest standards of sustainable governance.

 

The IA guidelines permit, and treat as routine, resolutions seeking authority
to allot shares representing up to two-thirds of a company's issued share
capital, provided that any issuance under that authority in excess of
one-third of a company's issued share capital can only be used to allot shares
pursuant to a fully pre-emptive rights issue. A fully pre-emptive rights issue
is where all Shareholders are offered the right to subscribe for new shares
offered (in proportion to their current holding) or to sell that right to
subscribe on the market.

Without the authority provided for in this Resolution 8, the Company will be
unable (subject to limited exceptions) to allot new ordinary shares, carry out
a rights issue, make a share-for-share acquisition or carry out an open offer
(an "open offer" is a pre-emptive offer of shares to Shareholders on a pro
rata basis where shareholder subscription entitlements are not transferrable).

Resolution 8 seeks, in accordance with the IA guidelines, the grant of a
general authority to allot Ordinary Shares up to a maximum of 147,245,978
Ordinary Shares of €0.10 each (representing approximately 33% of the
existing issued Ordinary Shares of the Company), subject to statutory
pre-emption rights where applicable. Resolution 8 also seeks authority, in
accordance with the IA guidelines, for the Directors to issue up to a maximum
of a further 147,245,978 Ordinary Shares of €0.10 each (representing
approximately 33% of the existing issued Ordinary Shares of the Company) which
could only be allotted pursuant to a rights issue (i.e. an offer of rights to
subscribe for Ordinary Shares made to existing Shareholders in proportion to
their holdings of Ordinary Shares and where there is an entitlement to sell
those subscription rights subject to certain exceptions to facilitate the
effectiveness of the rights issue).

 

The authority being sought, if granted, will remain in force until 15 August
2025 or the date of the AGM in 2025, whichever is the earlier.

 

Resolutions 9 and 10 (special resolutions)

Authority to issue shares on a non-pre-emptive basis.

Resolutions 9 and 10, which will be proposed as special resolutions, propose
that the Directors' authority to allot Ordinary Shares for cash without
offering them first to the other ordinary Shareholders be granted within the
parameters of Resolutions 9 and 10.

 

Under Irish law statutory pre-emption rights afford a company's shareholders
the right to purchase new shares in proportion to their existing shareholding
in a company when the company is issuing new shares for cash consideration.
For the efficient operation of a company, it is recognised that it is often
necessary to dis-apply statutory pre-emption rights in certain circumstances,
for example to enable the company to make small placings and raise cash
quickly.

The Pre-emption Group's Statement of Principles (the "PEG Principles"), as
updated on 4 November 2022, allows for an authority to issue shares for cash
otherwise than in connection with a pre-emptive offer of up to 10% of the
issued share capital, with a further 10% authority supported in connection
with an acquisition or specified capital investment an additional 2% is
available in each case to be used only for the purposes of a "follow-on offer"
to existing holders of securities not allocated shares under an issue made
under either of the two abovementioned authorisations.

The Pre-emption Group is a body that issues guidance on the disapplication of
pre-emption rights. Its members represent listed companies, investors and
intermediaries and the Pre-emption Group's role is to monitor the development
of practice in relation to the disapplication of statutory pre-emption rights
and to provide the market with a view of what is considered acceptable
practice when raising equity and equity-related capital on a non-pre-emptive
basis in the UK equity capital markets.

In respect of the authorities sought under Resolutions 9 and 10, the Directors
acknowledge the provisions of the PEG Principles published in November 2022
and confirm that Resolutions 9 and 10 reflect the Pre-emption Group's template
resolutions and that the Company will follow the general principles set out in
the PEG Principles.

However, the Board has retained the previous limits of 5 percent of the issued
ordinary share capital of the Company (excluding treasury shares) in
Resolutions 9 and 10, rather than the increased limit of 10 percent set out in
the PEG Principles, as the Directors believe that provides sufficient
flexibility to the Company at this time.

The authority in Resolution 9 is limited to an allotment pursuant to a rights
issue authorised under Resolution 8 and up to 22,309,997 additional Ordinary
Shares (representing approximately 5% of the Company's issued ordinary shares)
otherwise than in connection with an offer to ordinary Shareholders in
accordance with their pre-emption rights.

Resolution 10 authorises the disapplication of pre-emption rights in respect
of an additional 22,309,997 Ordinary Shares (representing approximately 5% of
the Company's issued Ordinary Shares) for the purposes of financing a
transaction (or refinancing within twelve months of the transaction) which the
Directors determine to be an acquisition or other capital investment
contemplated by the PEG Principles.

The authorities sought in Resolutions 9 and 10 are not cumulative with the
authority sought under Resolution 8. Any shares issued within the total 10%
allotment limit in Resolutions 9 and 10 will count towards the number of
shares which can be issued as part of the standard 33% authority in Resolution
8.

The authorities being sought, if granted, will remain in force until 15 August
2025 or the date of the AGM in 2025, whichever is the earlier.

Resolutions 11 (ordinary resolution) and 12 (special resolution)

Authority to allot Ordinary Shares on the conversion or exchange of Additional
Tier 1 Contingent Equity Conversion Notes.

In addition and separate to Resolutions 8, 9 and 10, under Resolutions 11 and
12, the Directors are seeking a general authority in the terms of the
resolutions to issue Additional Tier 1 Contingent Equity Conversion Notes
("AT1 ECNs") and to allot Ordinary Shares issued upon conversion or exchange
of AT1 ECNs without first offering them to existing Shareholders. If passed,
the resolutions will authorise the Directors to issue AT1 ECNs and in the
event of conversion of AT1 ECNs to allot Ordinary Shares on a
non‑pre-emptive basis of up to an aggregate nominal amount of €6,692,999,
which approximates to 15% of the issued Ordinary Shares of the Company as of
12 April 2024, the latest practicable date before the publication of this
document.

The authority sought in these resolutions will provide the Directors with a
degree of flexibility to comply with, or maintain compliance with, regulatory
capital requirements or targets applicable to the Company or its subsidiaries
(together the "Group"). AT1 ECNs are debt instruments that will convert or
exchange the holder's claim into Ordinary Shares if a defined trigger event
occurs. This trigger event will be defined in the terms and conditions of any
future issuance but is expected to reference the Group's Common Equity Tier 1
(''CET1") capital ratio. If the CET1 ratio falls below a specified level, the
instrument will convert to ordinary shares. A non-viability event may also
lead to a conversion or exchange of the AT1 ECNs into ordinary shares.

The authority being sought will, if granted, remain in force until 15 August
2025 or the date of the AGM in 2025, whichever is the earlier, unless
previously varied or renewed in accordance with company law. Resolution 11
authorises the issue of AT1 ECNs and resulting Ordinary Shares and is proposed
as an ordinary resolution. Resolution 12 authorises the disapplication of
statutory pre-emption rights in respect of such issuances and is proposed as a
special resolution. The resolutions are in addition to the authorities sought
in Resolutions 8, 9 and 10.

Resolution 13 (special resolution)

Authority to make market purchases of the Company's ordinary shares.

Under Resolution 13, which is being proposed as a special resolution,
Shareholders are being asked to give the Company, or any of its subsidiaries,
the authority to repurchase up to approximately 10% of the Company's shares
until the earlier of the next AGM or 15 August 2025.

 

Such purchases would be made only at price levels which the Directors
considered to be in the best interests of the Shareholders generally, after
taking into account the Company's overall financial position. In addition, the
authority being sought from Shareholders will provide that the minimum price
which may be paid for such shares shall not be less than the nominal value of
the shares and the maximum price will be the higher of 105% of the average
market price of such shares and the amount set out in Regulation 3(2) of
Commission Delegated Regulation (EU) 2016/1052) (as stipulated by Article 5(1)
(Buyback and Stabilisation) of the EU Market Abuse Regulation).

Resolution 14 (special resolution)

Re-allotment of treasury shares.

 

Resolution 14 seeks to determine the re-issue price range at which shares
purchased by the Company and not cancelled as treasury shares may be
subsequently re-issued off market. If granted, the minimum price at which
treasury shares may be re-allotted shall be set at the nominal value of the
share where such a share is required to satisfy an obligation under an
employees' share scheme or, in all other cases, an amount equal to 95% of the
then market price of such shares and the maximum price at which treasury
shares may be re-allotted shall be set at 120% of the then market price of
such shares. This authority will expire on the earlier of the date of the AGM
in 2025 or 15 August 2025.

Resolution 15 (special resolution)

Authority to convene an EGM on at least fourteen clear days' notice.

Resolution 15, if passed, will permit the Company to convene an Extraordinary
General Meeting on 14 clear days' notice in writing, where the purpose of the
meeting is to consider an ordinary resolution. The additional flexibility
afforded by this authority will only be used in limited and time sensitive
circumstances where it would clearly be to the advantage of the members as a
whole.

 

The authority if granted will last until the Company's next AGM at which it is
intended a similar resolution will be proposed to Shareholders.

Resolution 16 (special resolution)

 

Amendment of the Company's Articles of Association.

 

Resolution 16 is a proposal to amend the Company's Articles of Association to:

 

·     provide for the process to be followed where the individual payment
to be made by the Company to a Certificated Shareholder, a DI Holder or an
owner of any share ("Relevant Person") is for €2.00 or less; and

·     reduce the period following which any unclaimed dividends will be
forfeited in favour of the Company (and thereby cease to remain owing by the
Company) from 12 years to 6 years.

If approved, the proposed amendments will:

 

·     give the Board authority to decide that, where an individual
payment of €2.00 or less is to be made by the Company to a Relevant Person,
in order to claim the payment, the Relevant Person must issue a notice in
writing to the Company (in a form that the Board may prescribe from time to
time) requesting the payment of such amount (and including bank account
details for an electronic funds transfer of the payment of that amount). If no
such request has been received by the Company, the Company will have no
obligation to pay such amount to the Relevant Person and such amount will be
treated as an unclaimed dividend in accordance with Article 115; and

·     give the Board authority to resolve that any dividend unclaimed for
6 years will be forfeited in favour of the Company and cease to be owing by
the Company (under the Company's existing Constitution, the Board may resolve
that any dividend unclaimed for 12 years will be forfeited in favour of the
Company and cease to be owing by the Company).

The proposed new Article 112(d) and the proposed new Article 115 of the
Company's Articles of Association, as amended by Resolution 16, are as
follows:

 

112. "Payment mechanism of dividends or other moneys

 

"(d)            Notwithstanding any other provision of these
Articles, the Directors may decide that where the individual payment to be
made by the Company to or in respect of a Holder, DI Holder (whether pursuant
to a direction under Article 131(d) or otherwise) or an owner of any share
(each a "Relevant Person") pursuant to a dividend or otherwise is for an
amount of €2.00 or less (or such other amount as may be determined by an
ordinary resolution from time to time) (the "Minimum Amount"), the method for
payment shall be for the Relevant Person  to issue a notice in writing to the
Company requesting the payment of such amount, which notice shall include bank
account details for an electronic funds transfer of the payment of that amount
to the Relevant Person (and which notice shall be deemed to be an election for
such method of payment as provided for in Article 112(a)).  If no such
request in writing is received by the Company, the Company shall be under no
obligation to pay such amount to or in respect of the Relevant Person, and
such dividend or other sum shall be treated as unclaimed, including for the
purposes of Article 115. Any such notice received by the Company after the
date on which the payment to which it pertains has been forfeited to the
Company under Article 115, shall be invalid and void for all purposes, and
disregarded by the Company. Without prejudice to the generality of the
forgoing, and subject to all applicable laws, the Directors may from time to
time prescribe the form of notice to be used by a Relevant Person for making a
claim for payment referred to under this Article (and where such a form is
prescribed, the Company may reject a claim for payment not in the prescribed
form) and otherwise make regulations or adopt bye-laws from time to time
governing the procedures to be followed by a Relevant Person in respect of
claims for payment and the method for payment pursuant to this Article. The
Directors shall retain the discretion to make payments of less than the
Minimum Amount notwithstanding any decision of the Directors, or any
regulations or bye-laws adopted, pursuant to this Article.  Where a direction
has been issued for payment to a DI Holder under Article 131(d), the
determination of whether or not a payment is below the Minimum Amount shall be
by reference to the payment amount to the individual DI Holder (and not the
Approved Nominee). In the case of a payment in respect of an owner of any
share, the determination of whether or not a payment is below the Minimum
Amount shall be by reference to the payment amount in respect of the relevant
individual owner of any share (and not the central securities depository or
its nominee, including without limitation Euroclear Nominees or the CREST
Nominee). For the avoidance of doubt, the Directors may make a payment
pursuant to this Article 112(d) by any of the methods provided for in Article
112(a) at their sole discretion, including by cheque, regardless of whether
the electronic payment details have been provided to the Company pursuant to
this Article 112(d)."

 

115. "Unclaimed dividend

 

If the Directors so resolve, any dividend which has remained unclaimed for six
years from the date of its declaration shall be forfeited in favour of the
Company and cease to remain owing by the Company. The payment by the Directors
of any unclaimed dividend or other moneys payable in respect of a share into a
separate account shall not constitute the Company a trustee in respect
thereof."

 

 

Resolution 17 (resolution requiring approval in accordance with paragraph
31(1)(g)(ii)(B) of the CBC Governance Directive)

 

The EU Capital Requirements Directive IV (CRD IV), together with the CBC
Governance Directive that implements certain provisions of the CRD IV in
Cyprus, place a limit on the ratio of the fixed to variable components of
total remuneration for categories of staff whose professional activities have
a material impact on the Group's risk profile ("Material Risk Takers").

Under the CBC Governance Directive, credit institutions shall set the
appropriate ratios between the fixed and variable component of the Material
Risk Takers' remuneration, which shall not exceed 50% of each of such Material
Risk Taker's fixed remuneration.  However, the CBC Governance Directive
permits credit institutions to pay such staff an amount of variable
remuneration that is up to 100% of their fixed remuneration where shareholder
approval is obtained. Shareholders are therefore being asked to approve
resolution 17, which would give the Group the flexibility to pay variable
remuneration to its Material Risk Takers of up to a maximum limit of 100% of
their fixed remuneration.

Why is the Company seeking authority to apply a ratio of variable remuneration
of up to 100% of fixed remuneration?

While the ratio limit of fixed to variable remuneration set by CRD IV is 100%,
with the flexibility to increase up to 200% with shareholder approval, the
CBC, in implementing CRD IV, has implemented a lower ratio limit of 50%, with
the flexibility to increase up to 100% with shareholder approval.

The Company needs to be market competitive in how it pays its people to ensure
that it has the right mix of skills and experience to deliver its business
aims and objectives. The CRD IV limit, as implemented by the CBC, on the ratio
of fixed to variable remuneration impacts the Company globally. This is not
the case for the Company's non-EU headquartered competitors (for example, US
financial services firms) or the Company's EU headquartered competitors in
other Member States subject to the higher ratio limit set by CRD IV.
Accordingly, the CBC ratio creates a competitive disadvantage for the Company
in both the global and European market for talent. We also note that most of
Company's main European competitors who are subject to the variable
remuneration limit imposed by CRD IV either apply the 100% ratio set by CRD IV
or have sought shareholder approval to apply the higher 200% maximum level of
variable remuneration.

To remain competitive in light of the CBC's implementation of CRD IV, the
Company has implemented changes to its pay structure for affected employees,
including the introduction of a Long-Term Incentive Plan and a Short-Term
Incentive Plan. Variable remuneration is a key feature of remuneration
practice in the highly competitive and mobile market for talent within the
financial services sector. For us to remain competitive and to limit the need
to further increase our fixed remuneration cost base, it is essential that we
retain an ability to pay our employees in the form of variable remuneration
where appropriate and have as much flexibility in this regard as possible.

The ability to recognise performance through variable remuneration further
enables the Group to more flexibly control its cost base (and, therefore, its
capital base) as well as to react more effectively to events and changed
market conditions. If we obtain shareholder approval to apply a fixed to
variable remuneration ratio of up to 100%, we will be better able to control
overall fixed levels of remuneration, and hence our fixed cost (and capital)
base. A greater proportion of total remuneration will also remain subject to
individual and business performance as well as ex-post risk adjustments.

Which employees are affected by resolution 17?

The CRD IV limit on the ratio of fixed to variable remuneration, as
implemented by the CBC, applies only to Material Risk Takers. Material Risk
Takers include categories of staff whose professional activities have a
material impact on the Group's risk profile, such as Directors and senior
management, risk takers, staff engaged in control functions or material
business units, staff members with significant remuneration in the preceding
financial year, provided that: (i) the staff member's remuneration is equal to
or greater than EUR500,000 and equal to or greater than the average
remuneration awarded to the members of the management body and to senior
management; (ii) the staff member performs professional activity within a
material business unit and the activity is of a kind that has a significant
impact on the relevant business unit's risk profile.

The Group had 54 Material Risk Takers in 2023. The number of Group employees
who are Material Risk Takers will vary each year so this estimate should only
be used as a guide as to how CRD IV and the relevant CBC Governance Directive
could impact the Group during 2024 and beyond.

What will be the impact on the requirement to maintain a sound capital base if
resolution 17 is passed?

We are committed to maintaining a sound capital base in line with the Group's
current and expected regulatory requirements. We do not anticipate that, if
resolution 17 is passed, there will be any material impact on the Group's
ability to maintain a sound capital base. Indeed, as explained above, if
resolution 17 is passed, this will help limit the impact on our capital base.

What will happen if resolution 17 is not passed?

If we do not obtain approval under resolution 17 for the flexibility to apply
the higher maximum ratio of fixed to variable remuneration, it is likely that
further changes to our pay structure will have to be implemented in order for
us to remain competitive - with the potential for further increases in fixed
remuneration.

Who can vote on resolution 17?

For the purpose of determining whether resolution 17 is passed, we shall
inform the Group's Material Risk-Takers (other than non-executive Directors,
who do not have an interest in the resolution) that they should not exercise,
directly or indirectly, any voting rights they may have as shareholders or
owners or members of the Company in respect of the approval sought under
resolution 17. Their written confirmation will also be sought and, in any
event, where possible, any votes cast by them will be disregarded. This
restriction will therefore apply, among others, to the Executive Directors.

 

 

 

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING:

1.     We expect the AGM to proceed as planned on Friday, 17 May 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 AGM, including
any changes to the arrangements for the AGM outlined the Notice of the AGM,
they will be announced via a regulatory information service and made available
on the Company's website, (www.bankofcyprus.com (http://www.bankofcyprus.com/)
/group/).

3.     In the event that it is not possible to hold the AGM as planned,
the AGM 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 Company's Articles of
Association.

4.     We strongly encourage Shareholders to submit a proxy voting
instruction in advance of the AGM to ensure they can vote and be represented
at the AGM. The deposit of an instrument of proxy will not preclude a member
from attending and voting in person at the AGM or at any adjournment thereof.
This can be done in advance of the AGM by availing of one of the ways you can
either appoint a proxy as set out in these notes on pages 23-27 or during the
AGM by using the electronic voting facility set out on pages 28-29. 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 is cast at the AGM in
accordance with your wishes, without attending in person.

5.     If you wish to listen live to the AGM proceedings, you can do so by
availing of the electronic meeting facility by accessing the AGM website,
https://web.lumiagm.com (https://web.lumiagm.com) . This will allow you to
audio cast the AGM and Shareholders can submit questions and votes through the
website. Further instructions on how to attend the meeting remotely are set
out on pages 28-29 of these notes and on the Company's website
www.bankofcyprus.com/group/ (http://www.bankofcyprus.com/group/) (select
Investor Relations / Annual General Meeting 2024).

6.     Before the AGM, a shareholder may also submit a question in
writing, to be received at least four business days before the meeting (i.e.
by Monday 13 May 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
(mailto: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
(http://www.bankofcyprus.com) /group/ (select Investor Relations/ Annual
General Meeting 2024) and we also anticipate responding in writing directly to
any individual shareholder who raises a question.

A.    ENTITLEMENT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING - THE RIGHTS
OF CERTIFICATED SHAREHOLDERS AND DI HOLDERS

7.     This section describes the procedure for participation at the AGM
by Certificated Shareholders and DI Holders. The procedures for CDI Holders
through CREST and/or EB Participants are set out in the notes in Part B below.

8.     The record date for determining the right to vote at the AGM is
9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on Monday 13 May 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 AGM.
Each Certificated Shareholder recorded in the Company's 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 AGM. 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.     The Custodian, as the holder of the shares in the Company pursuant
to which the depositary interests 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 Custodian on behalf of the Custodian at the AGM 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 AGM is entitled to appoint a proxy as follows:

a.     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

b.     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".

11.    Certificated Shareholders and DI Holders may appoint the Chairman of
the AGM or any person as their proxy or proxy nominee. Such proxy or proxy
nominee does not need to be a Certificated Shareholder or DI Holder of the
Company. 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 depositary interests held by that DI
Holder.

12.    The Form of Proxy and DI Form of Proxy, which accompany this Notice,
have been posted on the Company's website www.bankofcyprus.com
(http://www.bankofcyprus.com/) /group/ (select Investor Relations / Annual
General Meeting 2024) and are available in hard copy at the Company's
Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia,
Cyprus.

13.  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 Registrars,
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)
/ 09:00 a.m. (Irish time) on Wednesday 15 May 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 Registrars, Link Registrars Limited
at www.signalshares.com (http://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. 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.

 

14.    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 (mailto:shares@bankofcyprus.com) ,
(mailto: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
Wednesday 15 May 2024.

15.    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.

16.    Certificated Shareholders, DI Holders and/or their proxies, who wish
to attend the AGM 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.

17.    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 he represents as that body
corporate could exercise if it were an individual Certificated Shareholder or
DI Holder of the Company.

18.    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 Custodian (for DI Holders).

19.    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 AGM and voting in person should they wish to do
so or casting their vote by electronic means.

B.    ENTITLEMENT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING - THE RIGHTS
OF EB PARTICIPANTS AND CDI HOLDERS

20.    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.

21.    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.

22.    Persons who hold their interests in the Ordinary Shares of the
Company as Belgian law rights through the EB 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 AGM through the respective systems.

23.    For voting services offered by custodians holding Irish corporate
securities directly with Euroclear Bank, please contact your custodian.

24.    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. Further details on this service are set out on the "All
you need to know about SRD II in Euroclear UK & International" webpage
(see section CREST International Service - Proxy voting).

25.    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. (mailto:eui.srd2@euroclear.com)

26.    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.

27.    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 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.

28.    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 will be Monday 13 May 2024). Voting
instructions cannot be changed or cancelled after Broadridge's voting
deadline.

29.    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.

30.    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.

31.    Investors who hold their interests in the Company's shares through a
participant account in the EB 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:

I. vote in favour of all or a specific resolution(s);

II.     vote against 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

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.

32.    Euroclear Bank's voting instruction deadline is expected to be at
10:00 a.m. (Cyprus time) / 8:00 a.m. (Irish time) on Wednesday 15 May 2024.
Voting instructions cannot be changed or cancelled after Euroclear Bank's
voting deadline.

33.    To be effective, all proxy voting instructions (whether submitted
directly or through the EB 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 Registrars, 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.

However, persons holding through the EB 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 AGM 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.

C.    VOTING PROCEDURES AT GENERAL MEETINGS

35.    The proposed resolutions at the AGM will be decided by way of a
poll.

36.    Any decision regarding the normal business of the AGM will be
reached (unless otherwise provided in the Constitution) with an ordinary
resolution. 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 shall be a resolution passed at a
general meeting by a majority of not less than three-quarters 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.    Resolution 17 shall be considered to have been approved in
accordance with paragraph 31(1)(g)(ii)(B) of the CBC Directive if approved by:
(i) a majority of at least sixty six percent (66%) of the votes cast in person
or by proxy provided that at least fifty percent (50%) of the total shares are
represented (in person or by proxy) at the meeting; or, failing that, (ii) by
a majority of seventy five percent (75%) of the shares represented (in person
or by proxy) at the AGM.

39.    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.

40.    In relation to the resolutions for the appointment of members of the
Board of Directors, in the event the number of candidates who obtain more
positive than negative votes is greater than the maximum number of directors
provided by the Constitution of the Company, then, subject to the compliance
with the relevant obligations and requirements (resulting from the Corporate
Governance Code of the Cyprus Stock Exchange and the relevant Directives
issued by the Central Bank of Cyprus regarding the composition of the Board of
Directors), such candidates will be ranked based on the number of positive
votes received in relation to them.

D.    MINORITY RIGHTS AT THE ANNUAL GENERAL MEETING

41.    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 Monday 13 May 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 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.

42.    If you or a group of Shareholders hold 13,385,998 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 put an item on
the agenda of the AGM. Written details of the item you wish to have included
in the AGM agenda together with a written explanation as to why you wish to
have the item included in the agenda and evidence of your shareholding must be
received 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 22120245 or by email to Company.Secretary@bankofcyprus.com
(mailto:Company.Secretary@bankofcyprus.com) no later than 42 days before the
AGM meeting. An item cannot be included in the AGM agenda unless it is
accompanied by the written explanation and received at either of these
addresses by this deadline.

43.    If you or a group of Shareholders hold 13,385,998 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 AGM 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, Cyprusor by fax at +357 22120245 or by email to
Company.Secretary@bankofcyprus.com (mailto:Company.Secretary@bankofcyprus.com)
(mailto:Company.Secretary@bankofcyprus.com) by no later than 42 days before
the AGM. A resolution cannot be included in the AGM agenda unless it is
received at either of these addresses by this deadline. Furthermore,
Shareholders are reminded that there are provisions in company law which
impose other conditions on the right of Shareholders to propose resolutions at
the general meeting of a company.

44.    Before the AGM, 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 Monday 13 May
2024) to 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 22120245 or by email to Company.Secretary@bankofcyprus.com
(mailto:Company.Secretary@bankofcyprus.com) .
(mailto:Company.Secretary@bankofcyprus.com)

E.    ELECTRONIC VOTING AND PRIVACY NOTICE

45.    Electronic voting will be used at this year's AGM for the taking of
votes of Shareholders on a poll at the meeting.

46.    CDI Holders or EB Participants wishing to access the Lumi platform
must arrange to have themselves appointed as their own proxy as explained in
Part B above and then must contact the Company's Registrars on +353 1 553 0050
during business hours at least 48 hours before the AGM in order to obtain the
necessary access to the Lumi platform.

47.    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.

48.    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.

49.    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.

50.    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.

51.    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
(mailto:dpo@bankofcyprus.com) . (mailto:dpo@bankofcyprus.com)

52.    In order to facilitate remote access the Company will be giving
Shareholders the opportunity to audio cast the AGM and submit votes and
questions electronically by accessing the AGM website, https://web.lumiagm.com
(https://web.lumiagm.com/) . (https://web.lumiagm.com/)

53.    On accessing the AGM website, you will be asked to enter a Meeting
ID which is 154-261-313. You will then be prompted to enter your
Identification Number (as presented in the records of the Company as of Monday
13 May 2024) and use Password: AGM2024. Access to the meeting via the website
will be available from 10.50 a.m. (Cyprus time) / 8:50 a.m. (Irish time) on
Friday 17 May 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).

54.    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.

55.    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.

56.    The process of asking questions, voting and accessing the AGM
presentation will be further explained within the application and located on
the information page and detailed instructions can be found at the Company's
website www.bankofcyprus.com (http://www.bankofcyprus.com/) /group/ (select
Investor Relations / Annual General Meeting 2024).

57.    Shareholders should note that electronic entry to the AGM will open
at 10.50 a.m. (Cyprus time) / 8:50 a.m. (Irish time) on Friday 17 May 2024.

F.     OTHER INFORMATION

58.    As at the date of this Notice, the outstanding issued share capital
of the Company is €44,619,993.30 divided into 446,199,933 Ordinary Shares of
the Company of nominal value €0.10 each. There are no outstanding share
options issued by the Company. The Company does not currently hold any
treasury shares.

59.    This Notice, the total number of shares and voting rights at the
date of the giving of the notice, the documents to be submitted to the
meeting, copies of any draft resolutions and copies of the forms to be used to
vote by proxy are available at the Company's website at www.bankofcyprus.com
(http://www.bankofcyprus.com/) /group/ (Select Investor Relations / Annual
General Meeting 2024).

60.    In case of discrepancies between the English and the Greek text of
the Notice, the English text shall prevail.

61.    The date of publication of the Notice of the AGM, and all notices
thereafter, on the Company's website www.bankofcyprus.com
(http://www.bankofcyprus.com) /group/, will be deemed to be the publication
date for the purposes of the 2018 UK Corporate Governance Code.

62.    The ISIN for the Company's Ordinary Shares is IE00BD5B1Y92.

63.    The unique identifier code of the AGM 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
(http://www.bankofcyprus.com) /group/ (select Investor Relations / Annual
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 AGM

       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 AGM of the
Company, to be held on Friday, 17 May 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 receive and consider the Financial Statements for the year ended 31
         December 2023 together with the reports of the Directors and the Auditors
         thereon
 2       To authorise the Board of Directors to fix the Auditors' remuneration
 3       To fix the ordinary remuneration of the Directors
 4       To re-elect the following Directors, by separate resolutions:
 4(a)    Efstratios-Georgios (Takis) Arapoglou
 4(b)    Lyn Grobler
 4(c)    Panicos Nicolaou
  4(d)   Constantine Iordanou
  4(e)   Eliza Livadiotou
 4(f)    Monique Hemerijck
 4(g)    Adrian Lewis
         To appoint the following persons as Directors, by separate resolutions,
         subject to ECB approval:
 4(h)    Christian Hansmeyer
 4(i)    Stuart Birrell
 5       To receive and consider the Annual Remuneration Report of the Remuneration
         Committee for the year ended 31 December 2023
 6       To receive and consider the Revised Remuneration Policy
 7       To approve the payment of a final dividend of €0.25 per ordinary share for
         the financial year ended 31 December 2023
 8       To consider and, if thought fit, authorise the Directors to allot and issue
         shares
 9       To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act
 10      To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act in respect of
         financing a transaction
 11      To consider, and if thought fit, authorise the Directors to issue, allot,
         grant options over or otherwise dispose of ordinary shares on the conversion
         or exchange of Additional Tier 1 Contingent Equity Conversion Notes
 12      To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act in respect of
         shares issued pursuant to Resolution 11
 13      To consider, and if thought fit, authorise the Directors to make market
         purchases of the Company's ordinary shares
 14      To consider, and if thought fit, determine the re-issue price range at which
         treasury shares may be re-allotted
 15      To consider, and if thought fit, allow for the convening of an Extraordinary
         General Meeting by at least 14 clear days' notice
 16      To consider, and if thought fit, approve the proposed amendments to the
         Constitution of the Company by the insertion of a new Article 112(d) and the
         deletion of the existing Article 115 and the adoption of a new Article 115 in
         substitution for, and to the exclusion of, the existing Article 115
 17      To consider, and if thought fit, authorise to increase the variable component
         of total remuneration above 50% of the fixed component of total remuneration
         for each individual that is a Material Risk Taker, provided that such variable
         component does not in any event exceed 100% of the fixed component of total
         remuneration for each such individual.

Date
Signature
       ____________--

Contact
details:
Telephone
Fax

 

 

 

Notes to the Shareholder Form of Proxy:

 

1.     We expect the AGM to proceed as planned on Friday, 17 May 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 AGM, including
any changes to the arrangements for the AGM outlined in the Notice of the AGM,
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)  (Investor Relations / Annual General
Meeting 2024).

 

3.     In the event that it is not possible to convene and hold the AGM as
planned, the AGM 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 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 AGM without
attending in person. This can be done in advance of the AGM by availing of one
of the ways, you can either appoint a proxy as set out in these notes or
during the AGM by using the electronic voting facility set out on pages 28-29
of the AGM 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 AGM in accordance with your wishes, without
attending in person.

 

5.     Every Shareholder has the right to appoint 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 AGM, 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 Wednesday 15
May 2024 (or, in the case of an adjournment of the AGM, 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 the Apple
App Store and Google Play, 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"). Further
details on this service are set out on the "All you need to know about SRD II
in Euroclear UK & International" webpage (see section CREST International
Service - Proxy voting).

 

           If you are 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. Monday 13 May 2024). 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 (http://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 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

 

(b)     a proxy voting instruction to appoint a third party (other than
Euroclear Nominees or the Chairman of the AGM) (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 Wednesday 15 May 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 EB 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
Registrars, 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 EB 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 13 May 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 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 Part B of the AGM
Notice and then must contact the Company's Registrars on +353 1 553 0050
during business hours at least 48 hours before the AGM 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 AGM unless otherwise
indicated herein.

 

18.      Detailed instructions on proxy voting and how to access the AGM
remotely are set out in the Notice convening the AGM in the Notes section at
pages 23-27. You can access the Notice of the AGM and the other documents
being placed on display in connection with the AGM by visiting the Company's
website: www.bankofcyprus.com/group (http://www.bankofcyprus.com/group)
 (Investor Relations / Annual General Meeting 2024) which will also include
any updates or announcements regarding the AGM 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 AGM

       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 AGM of the Company, to be held on Friday, 17 May 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 receive and consider the Financial Statements for the year ended 31
         December 2023 together with the reports of the Directors and the Auditors
         thereon
 2       To authorise the Board of Directors to fix the Auditors' remuneration
 3       To fix the ordinary remuneration of the Directors
 4       To re-elect the following Directors, by separate resolutions:
 4(a)    Efstratios-Georgios (Takis) Arapoglou
 4(b)    Lyn Grobler
 4(c)    Panicos Nicolaou
  4(d)   Constantine Iordanou
  4(e)   Eliza Livadiotou
 4(f)    Monique Hemerijck
 4(g)    Adrian Lewis
         To appoint the following persons as Directors, by separate resolutions,
         subject to ECB approval:
 4(h)    Christian Hansmeyer
 4(i)    Stuart Birrell
 5       To receive and consider the Annual Remuneration Report of the Remuneration
         Committee for the year ended 31 December 2023
 6       To receive and consider the Revised Remuneration Policy
 7       To approve the payment of a final dividend of €0.25 per ordinary share for
         the financial year ended 31 December 2023
 8       To consider and, if thought fit, authorise the Directors to allot and issue
         shares
 9       To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act
 10      To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act in respect of
         financing a transaction
 11      To consider, and if thought fit, authorise the Directors to issue, allot,
         grant options over or otherwise dispose of ordinary shares on the conversion
         or exchange of Additional Tier 1 Contingent Equity Conversion Notes
 12      To consider, and if thought fit, authorise the Directors to dis-apply the
         pre-emption provisions of Section 1022 of the Companies Act in respect of
         shares issued pursuant to Resolution 11
 13      To consider, and if thought fit, authorise the Directors to make market
         purchases of the Company's ordinary shares
 14      To consider, and if thought fit, determine the re-issue price range at which
         treasury shares may be re-allotted
 15      To consider, and if thought fit, allow for the convening of an Extraordinary
         General Meeting by at least 14 clear days' notice
 16      To consider, and if thought fit, approve the proposed amendments to the
         Constitution of the Company by the insertion of a new Article 112(d) and the
         deletion of the existing Article 115 and the adoption of a new Article 115 in
         substitution for, and to the exclusion of, the existing Article 115
 17      To consider, and if thought fit, authorise to increase the variable component
         of total remuneration above 50% of the fixed component of total remuneration
         for each individual that is a Material Risk Taker, provided that such variable
         component does not in any event exceed 100% of the fixed component of total
         remuneration for each such individual.

Date
Signature

Contact
details:
Telephone
Fax

 

 

 

 

Notes to the DI Form of Proxy:

 

19. We expect the AGM to proceed as planned on Friday, 17 May 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.

 

20. Should there be any relevant updates regarding the AGM, including any
changes to the arrangements for the AGM outlined in the Notice of the AGM,
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)  (Investor Relations / Annual General
Meeting 2024).

 

21. In the event that it is not possible to convene and hold the AGM as
planned, the AGM may be 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 Company's
Articles of Association.

 

22. We strongly encourage DI Holders to submit a proxy form or use the
electronic voting facility to ensure they can vote at the AGM without
attending in person. This can be done in advance of the AGM by availing of one
of the ways, you can either appoint a proxy as set out in these notes or
during the AGM by using the electronic voting facility set out on pages 28 -29
of the AGM 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 AGM in accordance with your wishes, without
attending in person.

 

23. Every DI Holder has the right to appoint 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 AGM, 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.

 

24. 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.

 

25. All forms must be completed and signed and should be deposited 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 Wednesday 15 May 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.

 

26. 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.

 

27. 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.

 

28. 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.

 

29. 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 13 May 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.

 

30. Any alterations made to this form should be initialled.

 

31. 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.

 

32. Capitalised terms in this Depositary Interest Form of Proxy shall have the
same meaning given to them in the Notice of the AGM unless otherwise indicated
herein.

 

33. Detailed instructions on proxy voting and how to access the AGM remotely
are set out in the Notice convening the AGM in the Notes section at pages
23-27. You can access the Notice of the AGM and the other documents being
placed on display in connection with the AGM by visiting the Company's
website: www.bankofcyprus.com/group (http://www.bankofcyprus.com/group)
(Investor Relations / Annual General Meeting 2024) which will also include any
updates or announcements regarding the AGM in the event that circumstances
change.

 

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