REG - Bank of Cyprus Hldgs - Resolutions of the Shareholders AGM

Bank of Cyprus HoldingsAnnouncement

17/05/2024 15:15

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RNS Number : 9701O  Bank of Cyprus Holdings PLC  17 May 2024

 

 

 

 

Announcement

 

Resolutions of the Shareholders Annual General Meeting (AGM)

 

Nicosia, 17 May 2024

 

 

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, 17 May 2024. The AGM was attended by 48 Shareholders
& Depository Interest Holders, either in person or by proxy, who
represented 212.918.972 shares, that is 47,75 % of the total issued share
capital of the Company.

 

 

Ordinary Business

 

The AGM considered the Financial Statements for the year ended 31 December
2023 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
2024.

 

The AGM authorised the annual ordinary remuneration of the Directors as
presented in the AGM notice published on 12th April 2024.

 

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

 

a)   Efstratios-Georgios (Takis) Arapoglou

b)   Lyn Grobler

c)   Panicos Nicolaou

d)   Constantine Iordanou

e)   Eliza Livadiotou

f)    Monique Hemerijck

g)   Adrian Lewis

 

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

 

h)  Christian Hansmeyer

i)    Stuart Birrell

 

The AGM received and considered the Annual Remuneration Report of the
Remuneration Committee for the year ended 31 December 2023 and the Revised
Remuneration Policy.

 

The AGM also declared a final dividend of €0.25 per ordinary share for the
financial year ended 31 December 2023.

 

 

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

·    To consider and approve the proposed amendments of the Company's
Articles of Association 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 AGM notice published on 12th April
2024

·    To consider and authorise the increase of 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 Company and/or its subsidiaries

 

as per the provisions made in the Notice of Annual General Meeting issued on
12 April 2024.

 

The above Special Business resolutions are valid until the next AGM or 15
August 2025, 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 12 April 2024)

 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                  186,719,819         100.00                       0                 0.00                         26,099,201      Yes
 2                  186,113,793         99.68                        606,026           0.32                         26,099,201      Yes
 3                  186,712,819         100.00                       6,000             0.00                         26,100,201      Yes
 4(a)               186,038,317         99.64                        680,502           0.36                         26,100,201      Yes
 4(b)               186,118,793         99.68                        600,026           0.32                         26,100,201      Yes
 4(c)               186,718,819         100.00                       0                 0.00                         26,100,201      Yes
 4(d)               186,718,819         100.00                       0                 0.00                         26,100,201      Yes
 4(e)               186,718,819         100.00                       0                 0.00                         26,100,201      Yes
 4(f)               186,718,819         100.00                       0                 0.00                         26,100,201      Yes
 4(g)               186,716,819         100.00                       2,000             0.00                         26,100,201      Yes
 4(h)               186,716,819         100.00                       2,000             0.00                         26,100,201      Yes
 4(i)               186,716,819         100.00                       2,000             0.00                         26,100,201      Yes
 5                  186,657,720         99.97                        62,099            0.03                         26,099,201      advisory, non-binding resolution
 6                  186,657,720         99.97                        62,099            0.03                         26,099,201      advisory, non-binding resolution
 7                  186,719,819         100.00                       0                 0.00                         26,099,201      Yes
 8                  183,573,114         98.31                        3,146,705         1.69                         26,099,201      Yes
 9                  183,573,114         98.31                        3,146,705         1.69                         26,099,201      Yes
 10                 183,573,008         98.31                        3,146,705         1.69                         26,099,201      Yes
 11                 186,716,713         100.00                       3,000             0.00                         26,099,201      Yes
 12                 186,716,626         100.00                       3,087             0.00                         26,099,201      Yes
 13                 186,716,713         100.00                       3,000             0.00                         26,099,201      Yes
 14                 183,575,095         98.32                        3,144,618         1.68                         26,099,201      Yes
 15                 186,468,491         99.87                        251,222           0.13                         26,099,201      Yes
 16                 183,575,095         100.00                       1,000             0.00                         29,242,819      Yes
 17                 186,708.486         100.00                       3,087             0.00                         26,099,991      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 2024, the Bank of Cyprus Group operated through a total of 58 branches
in Cyprus, of which 3 operated as cash offices. The Bank of Cyprus Group
employed 2,847 staff worldwide. At 31 March 2024, the Group's Total Assets
amounted to €24.9 bn and Total Equity was €2.6 bn. The Bank of Cyprus
Group comprises Bank of Cyprus Holdings Public Limited Company, its subsidiary
Bank of Cyprus Public Company Limited and its subsidiaries.

 

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