REG - Bank of Cyprus Hldgs - Resolutions of the Shareholders AGM
Announcement
Resolutions of the Shareholders Annual General Meeting (AGM)
Nicosia, 26 May 2020
The Annual General Meeting ("AGM") of the Bank of Cyprus Holdings Public Limited Company ("the Company" or "the Bank") was held at the Company's Headquarters on Tuesday, 26 May 2020. The AGM was attended by 57 Shareholders & Depository Interest Holders, either in person or by proxy, who represented 183,452,586 shares, that is 41.11% of the total issued share capital of the Company.
Ordinary Business
The AGM considered the Financial Statements for the year ended 31 December 2019 together with the reports of the Directors and the Auditors and fixed the ordinary remuneration of the Members of the Board.
The AGM authorised the Board of Directors to fix the remuneration of PricewaterhouseCoopers as the Company's Statutory Auditors for the year 2020.
The following Directors were re-elected to the Board of Directors:
(a) Efstratios-Georgios (Takis) Arapoglou
(b) Maksim Goldman
(c) Arne Berggren
(d) Lyn Grobler
(e) Dr Michael Heger
(f) Dr Christodoulos Patsalides
(g) Anat Bar-Gera
(h) Maria Philippou
(i) Paula Hadjisotiriou
Mr Panicos Nicolaou, Group Chief Executive Officer, was elected to the Board of Directors.
Mr Nicos Sofianos was elected to the Board of Directors effective from the date of the approval of his appointment by the European Central Bank (ECB).
Special Business
The AGM further resolved to:
· Authorise the Directors to issue shares;
· Authorise the Directors to dis-apply the pre-emption provisions of Section 1022 of the Companies Act 2014;
· Authorise the Directors to dis-apply the pre-emption provisions of Section 1022 of the Companies Act 2014 in respect of financing a transaction;
· 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;
· Authorise the Directors to dis-apply the pre-emption provisions of Section 1022 of the Companies Act 2014 in respect of shares issued pursuant to Resolution 8;
· Authorise the Directors to repurchase shares of the Company;
· Determine the re-issue price range for treasury shares;
· Allow for the convening of an Extraordinary General Meeting by at least 14 clear days' notice; and
· Approve the reduction of capital and treat the resulting reserves as profit available for distribution
as per the provisions made in the Notice of Annual General Meeting issued on 24 April 2020.
The above Special Business resolutions are valid until the next AGM or 25 August 2021, whichever is the earlier.
In accordance with Listing Rule 14.3.6, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will be available after 6:00 pm (Cyprus Time).
A table setting out the voting results for each of the resolutions is included in the Appendix attached. It is noted that a vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes for and against the resolution.
Appendix: List of resolutions approved by the AGM (numbering as per Notice of Annual General Meeting issued on 24 April 2020)
Resolution
number
Voting For
Voting Against
Votes Withheld
Approved
Yes/No
Number
of shares
% of total valid
votes casted
Number
of shares
% of total valid
votes casted
1
182.464.841
99,45
1.000.000
0,55
0
Yes
2
182.464.841
99,45
1.000.000
0,55
0
Yes
3
182.404.775
99,42
1.060.066
0,58
0
Yes
4(a)
156.960.154
85,58
26.444.621
14,42
60.066
Yes
4(b)
110.392.036
68,56
50.633.260
31,44
22.439.545
Yes
4(c)
182.464.841
99,45
1.000.000
0,55
0
Yes
4(d)
166.833.283
90,94
16.623.217
9,06
8.341
Yes
4(e)
182.456.500
99,45
1.000.000
0,55
8.341
Yes
4(f)
182.464.841
99,45
1.000.000
0,55
0
Yes
4(g)
182.464.841
99,45
1.000.000
0,55
0
Yes
4(h)
182.456.500
99,45
1.000.000
0,55
8.341
Yes
4(i)
182.456.500
99,45
1.000.000
0,55
8.341
Yes
4(j)
182.464.841
99,45
1.000.000
0,55
0
Yes
4(k)
182.464.841
99,45
1.000.000
0,55
0
Yes
5
182.464.841
99,45
1.000.000
0,55
0
Yes
6
174.829.790
95,29
8.635.051
4,71
0
Yes
7
182.464.841
99,45
1.000.000
0,55
0
Yes
8
182.464.822
99,45
1.000.000
0,55
0
Yes
9
182.464.822
99,45
1.000.000
0,55
0
Yes
10
182.464.822
99,45
1.000.000
0,55
0
Yes
11
182.464.822
99,45
1.000.000
0,55
0
Yes
12
175.715.519
95,78
7.749.303
4,22
0
Yes
13
182.464.822
99,45
1.000.000
0,55
0
Yes
Group Profile
The Bank of Cyprus Group is the leading banking and financial services group in Cyprus, providing a wide range of financial products and services which include retail and commercial banking, finance, factoring, investment banking, brokerage, fund management, private banking, life and general insurance. The Bank of Cyprus Group operates through a total of 99 branches in Cyprus, of which 15 operate as cash offices. Bank of Cyprus also has representative offices in Russia, Ukraine and China. The Bank of Cyprus Group employs 3,566 staff worldwide. At 31 March 2020, the Group's Total Assets amounted to €20.4 bn and Total Equity was €2.2 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.
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