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):
Position
|
Annual Remuneration
(€000's)
|
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/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/
(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/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/
(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.
Position
|
Annual Remuneration
(€000's)
|
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/
(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/
(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/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.
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/
(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.
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/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/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
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,
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.
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).
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
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
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.
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.
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.
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/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/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/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/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
(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)
(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
(Investor Relations / Annual General Meeting
2024) which will also include any updates or announcements
regarding the AGM in the event that circumstances
change.