REG - Bank of Cyprus Hldgs - Resolutions of AGM

Bank of Cyprus HoldingsAnnouncement

20/05/2022 12:45

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RNS Number : 3010M  Bank of Cyprus Holdings PLC  20 May 2022

Announcement

 

Resolutions of the Shareholders Annual General Meeting (AGM)

 

Nicosia, 20 May 2022

 

 

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 Friday, 20 May 2022. The AGM was attended by 17 Shareholders
& Depository Interest Holders, either in person or by proxy, who
represented 138.151.974 shares, that is 30,96% of the total issued share
capital of the Company.

 

 

Ordinary Business

 

The AGM considered the Financial Statements for the year ended 31 December
2021 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
2022.

 

The following Directors were re-elected to the Board of Directors:

 

a)   Efstratios-Georgios (Takis) Arapoglou

b)   Lyn Grobler

c)   Arne Berggren

d)   Paula Hadjisotiriou

e)   Panicos Nicolaou

f)    Maria Philippou

g)   Nicolaos Sofianos

h)  Ioannis Zographakis

i)    Constantine Iordanou

j)    Eliza Livadiotou

 

The Board notes that following today's shareholder vote at the 2022 AGM, Mr.
Maksim Goldman and Dr. Michael Heger have not been re-elected to the Board of
the Company.  The Board also notes that while Mr Arne Berggren was re-elected
receiving 98,825,604 votes representing 71,67% of total valid votes cast, more
than 20% of the votes cast were against his re-election.  In accordance with
the UK Corporate Governance Code, the Board intends to engage with
shareholders and will provide an update on the views received from
shareholders as appropriate.

 

The AGM received and considered the Annual Remuneration Report of the
Remuneration Committee for the year ended 31 December 2021 and the 2022
Remuneration Policy.

 

Special Business

 

The AGM further resolved to:

 

·    To consider and authorise the Directors to establish and implement a
long-term incentive plan (the "2022 LTIP")

·    To consider and authorise the Directors to allot and issue shares

·    To consider and authorise the Directors to dis-apply the pre-emption
provisions of Section 1022 of the Companies Act

·    To consider and authorise the Directors to dis-apply the pre-emption
provisions of Section 1022 of the Companies Act in respect of financing a
transaction

·    To consider and 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

·    To consider and 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 10

·    To consider and authorise the Directors to make market purchases of
the Company's ordinary shares

·    To consider and determine the re-issue price range at which treasury
shares may be re-allotted

·    To consider and allow for the convening of an Extraordinary General
Meeting by at least 14 clear days' notice

·    To consider and approve the amendment of the Company's Articles of
Association by the deletion of the existing Article 102 and the adoption of a
new Article 102, permitting the approval of board resolutions in writing
(including by a majority board decision)

 

as per the provisions made in the Notice of Annual General Meeting issued on
15 April 2022.

 

The above Special Business resolutions are valid until the next AGM or 19
August 2023, 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 15 April 2022)

 Resolution Number  Votes For                                        Votes Against                                                  Approved Yes/No
                     Number of Shares   % of total valid votes cast  Number of Shares  % of total valid votes cast  Votes Withheld
 1                  137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 2                  137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 3                  137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 4(a)               120,057,939         87.07                        17,822,987        12.93                        137,880,926     Yes
 4(b)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(c)               98,825,604          71.67                        39,055,322        28.33                        137,880,926     Yes
 4(d)               20,136,658          14.60                        117,744,268       85.40                        137,880,926     No
 4(e)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(f)               52,295,080          37.93                        85,585,846        62.07                        137,880,926     No
 4(g)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(h)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(i)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(j)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(k)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 4(l)               137,880,926         100.00                       0                 0.00                         137,880,926     Yes
 5                  136,089,417         98.70                        1,791,509         1.30                         137,880,926     advisory, non-binding resolution
 6                  137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 7                  137,779,670         99.93                        102,256           0.07                         137,881,926     Yes
 8                  137,880,926         100.00                       1,000             0.00                         137,881,926     Yes
 9                  137,880,926         100.00                       1,000             0.00                         137,881,926     Yes
 10                 137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 11                 137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 12                 137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 13                 137,881,926         100.00                       0                 0.00                         137,881,926     Yes
 14                 136,089,417         98.70                        1,792,509         1.30                         137,881,926     Yes
 15                 137,881,926         100.00                       0                 0.00                         137,881,926     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. At 31
March 2022, the Bank of Cyprus Group operated through a total of 86 branches
in Cyprus, of which 11 operated as cash offices. Bank of Cyprus also has
representative offices in Russia, Ukraine and China. At 31 March 2022, the
Group's Total Assets amounted to €25.1 bn and Total Equity was €2.1 bn.
The Bank of Cyprus Group employed 3,395 staff worldwide. 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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