REG - Bank of Cyprus Hldgs - Resolutions of AGM

Bank of Cyprus HoldingsAnnouncement

26/05/2023 12:45

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RNS Number : 8435A  Bank of Cyprus Holdings PLC  26 May 2023

Announcement

 

Resolutions of the Shareholders Annual General Meeting (AGM)

 

Nicosia, 26 May 2023

 

 

 

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, 26 May 2023. The AGM was attended by 6 Shareholders
& Depository Interest Holders, either in person or by proxy, who
represented 150.314.105 shares, that is 33,69% of the total issued share
capital of the Company.

 

 

Ordinary Business

 

The AGM considered the Financial Statements for the year ended 31 December
2022 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
2023.

 

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

 

a)   Efstratios-Georgios (Takis) Arapoglou

b)   Lyn Grobler

c)   Paula Hadjisotiriou

d)   Panicos Nicolaou

e)   Maria Philippou

f)    Nicolaos Sofianos

g)   Ioannis Zographakis

h)  Constantine Iordanou

i)    Eliza Livadiotou

 

The following Directors were appointed to the Board of Directors, subject to
the approval of the European Central Bank (the "ECB"):

 

j)    Monique Hemerijck

k)   Adrian Lewis

 

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

 

The AGM also declared a final dividend of €0.05 per ordinary share for the
financial year ended 31 December 2022.

 

 

Special Business

 

The AGM further resolved to:

 

·    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

 

 

as per the provisions made in the Notice of Annual General Meeting issued on
25 April 2023.

 

The above Special Business resolutions are valid until the next AGM or 23
August 2024, 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 25 April 2023)

 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                  157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 2                  157.077.065         99,62                        600.026           0,38                         157.677.091     35,34%
 3                  157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(α) / 4(a)        154.816.939         98,19                        2.860.152         1,81                         157.677.091     35,34%
 4(β) / 4(b)        157.077.063         99,62                        600.028           0,38                         157.677.091     35,34%
 4(γ) / 4(c)        157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(δ) / 4(d)        157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(ε) / 4(e)        157.077.063         99,62                        600.028           0,38                         157.677.091     35,34%
 4(στ) / 4(f)       157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(ζ) / 4(g)        157.077.065         99,62                        600.026           0,38                         157.677.091     35,34%
 4(η) / 4(h)        157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(θ) / 4(i)        157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 4(ι) / 4(j)        155.302.908         98,49                        2.374.183         1,51                         157.677.091     35,34%
 4(κ) / 4(k)        155.302.908         98,49                        2.374.183         1,51                         157.677.091     35,34%
 5                  157.677.089         100,00                       2                 0,00                         157.677.091     35,34%
 6                  157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 7                  157.955.962         100,00                       0                 0,00                         157.955.962     35,40%
 8                  133.918.519         84,93                        23.758.572        15,07                        157.677.091     35,34%
 9                  138.832.996         88,05                        18.844.095        11,95                        157.677.091     35,34%
 10                 138.832.996         88,05                        18.844.095        11,95                        157.677.091     35,34%
 11                 157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 12                 157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 13                 157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 14                 157.677.091         100,00                       0                 0,00                         157.677.091     35,34%
 15                 157.677.091         100,00                       0                 0,00                         157.677.091     35,34%

 

 

 

 

 

 

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 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 2,883 staff worldwide. At 31 March 2023, the Group's Total Assets
amounted to €25.4 bn and Total Equity was €2.1 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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