Bank of Cyprus: Shareholders will have their say on Athens Stock Exchange listing at upcoming EGM

The Bank of Cyprus Group has announced the convening of an extraordinary general meeting, during which a resolution will be put to the vote for the listing of the Bank of Cyprus share on the Athens Stock Exchange and its deletion from the London Stock Exchange.

According to the announcement, the extraordinary general meeting will take place on Friday, 13 September, at 11am at the Bank of Cyprus' headquarters.

As stated in the announcement, approval of the resolution is required by more than 50% of the votes of the shareholders who vote either in person or by proxy at the extraordinary general meeting.

Also, during the extraordinary general meeting, a second resolution will be put to vote, which will require the approval of at least 75% of the shareholders voting either in person or by proxy.

The announcement in full:

On 8 August 2024, Bank of Cyprus Holdings Public Limited Company (the "Company") announced that the Board of Directors approved the proposed listing of its ordinary shares (ISIN code: code IE00BD5B1Y92) (the "Ordinary Shares") on its Main Market Regulated Market of the Athens Stock Exchange (the "ATH") (the "Listing"), the deletion of the Ordinary Shares from the secondary listing of international trading companies on the Official Register of the London Stock Exchange Group plc (the "LSE") and the subsequent cancellation of the listing on the LSE (the "Delisting"), subject to the approval of the Company's shareholders and the Listing and Market Operations Committee of the AX, as well as subject to market conditions.

As announced on August 8, 2024, the Board believes that the Listing and Delisting have the potential to deliver a number of long-term strategic benefits to both the Company and shareholders and strengthen the Company's market presence.

In particular, the Board of Directors believes that the Listing and Delisting have the potential to enhance liquidity in the Ordinary Shares and enhance the Company's market visibility from a potentially wider investor base through its listing in a market compatible with its profile. Company.

In addition, transactions in the more concentrated system of the AX market and the increased possibility for comparison with peer banks, may attract long-term institutional shareholders to the Company.

The change in listing structure will have no effect on the operations of the Company, which will remain an Irish company and tax resident in Cyprus, or the Company's subsidiaries.

No change is proposed to the listing of the Company on the Cyprus Stock Exchange.

Publication of shareholders' circular and summary note

On 8 August 2024, Bank of Cyprus Holdings Public Limited Company (the “Company”) announced that the Board had approved the proposed listing of its ordinary shares (ISIN code: code IE00BD5B1Y92) (the “Ordinary Shares”) on the Main Market of the Regulated Securities Market of the Athens Stock Exchange (“ATHEX”) (the “Listing”), the delisting of the Ordinary Shares from the international commercial companies secondary listing category of the Official List of the London Stock Exchange Group plc (the “LSE”) and the subsequent cancellation of the LSE listing (the “Delisting”), subject to approval from the shareholders of the Company and the Listings and Market Operation Committee of ATHEX, as well as subject to market conditions.

As announced on 8 August 2024, the Board believes that the Listing and Delisting have the potential to yield a number of long-term strategic and capital markets benefits for the Company and shareholders as a whole. In particular, the Board believes that the Listing and Delisting have the potential to enhance the liquidity of the Ordinary Shares and to improve market visibility of the Company from a potentially broader investor base by being listed in a market complementary to that of the Company. In addition, trading in the more focused ecosystem of ATHEX, and the increased potential for peer comparison has the potential to attract longterm institutional holders to the Company.

The change in listing structure will have no impact on the operations of the Company, which will remain Irish incorporated and Cyprus tax resident, or on the Company’s subsidiaries. No change is proposed to the Company’s listing on the Cyprus Stock Exchange.

Publication of shareholder circular and summary document

In connection with the Listing, the Company has today published a shareholder circular (the “Circular”) convening an Extraordinary General Meeting of its shareholders to consider and, if thought fit, approve the Listing (the “EGM”). The EGM has been convened for 13 September 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.

The resolution to approve the Listing (“Resolution 1”) requires the approval of greater than 50% of the votes cast by shareholders in person or by proxy at the EGM. A second resolution will be proposed to shareholders to consider and, if thought fit, approve the adoption of amended articles of association of the Company with effect from conclusion of the EGM in connection with the Listing (“Resolution 2”). Resolution 2 is a special resolution and requires the approval of at least 75% of the votes cast by shareholders in person or by proxy at the EGM. The Listing and Delisting will not proceed if Resolution 1 is not approved and may not proceed if Resolution 2 is not approved, in each case, by the requisite majority of shareholders at the EGM. Subject to approval by the requisite majority of shareholders at the EGM and the Listings and Market Operation Committee of ATHEX, it is expected that the Listing will become effective at 10:15 a.m. (Cyprus time) / 10:15 a.m. (Greek time) / 8:15 a.m. (Irish time) on 23 September 2024.

The Board believes the Listing and Delisting to be in the best interests of the Company and shareholders as a whole and, accordingly, unanimously recommends that shareholders vote in favour of the resolutions at the EGM, as the Board intends to do in respect of their own beneficial holdings.

The Company today has also published a summary document for the purposes of Article 1(5)(j) of the EU Prospectus Regulation (Regulation (EU) No. 2017/1129) (the “Summary Document”) in connection with the Listing. The Summary Document is not a prospectus and has not been approved by the Hellenic Capital Markets Commission or any other regulatory authority.

Full information, including details of the action that shareholders will need to take, are contained in the Circular and the Summary Document which are available on the Company’s website www.bankofcyprus.com/group/.

Notice of intention to delist from the LSE

Pursuant to Financial Conduct Authority listing rule 21.2.17R, the Company is required to give at least 20 business days’ notice of the intended Delisting. Accordingly, it is expected that trading in the Ordinary Shares on the LSE will be suspended with effect from 4.30 p.m. (London time) on 18 September 2024, with the Delisting to become effective at 8:00 a.m. (London time) on 19 September 2024.

Shareholders’ attention is drawn to the “Expected timetable of principal events” set out in the Circular for further information in relation to the key dates and times to be aware of in connection with the Listing and Delisting.

Disclaimer

The Company is not offering any new shares nor any other securities to the public in connection with the Listing. This announcement does not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to subscribe for or to buy, any shares nor any other securities of the Company in any jurisdiction.

The actions proposed to be taken by the Company that are described in this announcement are subject to approval from the Listings and Market Operation Committee of ATHEX, as well as the decision of the Company to proceed with such actions. The Company may decide not to proceed with, or to amend these actions at its absolute discretion.