Announcement
Resolutions of the Shareholders
Annual General Meeting (AGM)
Nicosia, 17 May 2024
The Annual General Meeting ("AGM")
of the Bank of Cyprus Holdings Public Limited Company ("the
Company" or "the Bank") was held at the Company's Headquarters on
Friday, 17 May 2024. The AGM was attended by 48 Shareholders &
Depository Interest Holders, either in person or by proxy, who
represented 212.918.972 shares, that is 47,75 % of the total issued
share capital of the Company.
Ordinary Business
The AGM considered the Financial
Statements for the year ended 31 December 2023 together with the
reports of the Directors and the Auditors and fixed the ordinary
remuneration of the Members of the Board.
The AGM authorised the Board of
Directors to fix the remuneration of PricewaterhouseCoopers as the Company's Statutory Auditors for
the year 2024.
The AGM authorised the annual
ordinary remuneration of the Directors as presented in the AGM
notice published on 12th April 2024.
The following Directors were
re-elected to the Board of Directors:
a) Efstratios-Georgios
(Takis) Arapoglou
b) Lyn
Grobler
c) Panicos Nicolaou
d) Constantine Iordanou
e) Eliza Livadiotou
f) Monique Hemerijck
g) Adrian Lewis
The following Directors were
appointed to the Board of Directors, following the approval of the
European Central Bank (the "ECB"):
h) Christian
Hansmeyer
i) Stuart
Birrell
The AGM received and considered the
Annual Remuneration Report of the Remuneration Committee for the
year ended 31 December 2023 and the Revised Remuneration
Policy.
The AGM also declared
a final dividend of €0.25 per ordinary share for
the financial year ended 31 December 2023.
Special Business
The AGM further resolved to:
·
To consider and authorise the Directors to allot
and issue shares
·
To consider and authorise the Directors to
dis-apply the pre-emption provisions of Section 1022 of the
Companies Act
·
To consider and authorise the Directors to
dis-apply the pre-emption provisions of Section 1022 of the
Companies Act in respect of financing a transaction
·
To consider and authorise the Directors to issue,
allot, grant options over or otherwise dispose of ordinary shares
on the conversion or exchange of Additional Tier 1 Contingent
Equity Conversion Notes
·
To consider and authorise the Directors to
dis-apply the pre-emption provisions of Section 1022 of the
Companies Act in respect of shares issued pursuant to Resolution
10
·
To consider and authorise the Directors to make
market purchases of the Company's ordinary shares
·
To consider and determine the re-issue price range
at which treasury shares may be re-allotted
·
To consider and allow for the convening of an
Extraordinary General Meeting by at least 14 clear days'
notice
·
To consider and approve the proposed amendments of
the Company's Articles of Association by the insertion of a new
Article 112(d) and the deletion of the existing Article 115 and the
adoption of a new Article 115 in substitution for, and to the
exclusion of, the existing Article 115, each as set out in the explanatory section of the AGM notice
published on 12th April 2024
·
To consider and authorise the increase of the
variable component of total remuneration above 50% of the fixed
component of total remuneration for each individual that is a
Material Risk Taker, provided that such variable component does not
in any event exceed 100% of the fixed component of total
remuneration for each such individual, for the Company and/or its
subsidiaries
as per the provisions made in the
Notice of Annual General Meeting issued on 12 April
2024.
The above Special Business
resolutions are valid until the next AGM or 15 August 2025,
whichever is the earlier.
In accordance with Listing Rule
14.3.6, copies of the resolutions that do not constitute ordinary
business at an annual general meeting will be submitted to the
National Storage Mechanism and will be available after 6:00 pm
(Cyprus Time).
A table setting out the voting
results for each of the resolutions is included in the Appendix
attached. It is noted that a vote withheld
is not a vote in law and is not counted in the calculation of the
proportion of the votes for and against the resolution.
Appendix: List of resolutions
approved by the AGM (numbering as per Notice of Annual General
Meeting issued on 12 April 2024)
Resolution
Number
|
Votes For
|
Votes Against
|
|
Approved Yes/No
|
Number of Shares
|
% of total valid votes
cast
|
Number of Shares
|
% of total valid votes
cast
|
Votes
Withheld
|
1
|
186,719,819
|
100.00
|
0
|
0.00
|
26,099,201
|
Yes
|
2
|
186,113,793
|
99.68
|
606,026
|
0.32
|
26,099,201
|
Yes
|
3
|
186,712,819
|
100.00
|
6,000
|
0.00
|
26,100,201
|
Yes
|
4(a)
|
186,038,317
|
99.64
|
680,502
|
0.36
|
26,100,201
|
Yes
|
4(b)
|
186,118,793
|
99.68
|
600,026
|
0.32
|
26,100,201
|
Yes
|
4(c)
|
186,718,819
|
100.00
|
0
|
0.00
|
26,100,201
|
Yes
|
4(d)
|
186,718,819
|
100.00
|
0
|
0.00
|
26,100,201
|
Yes
|
4(e)
|
186,718,819
|
100.00
|
0
|
0.00
|
26,100,201
|
Yes
|
4(f)
|
186,718,819
|
100.00
|
0
|
0.00
|
26,100,201
|
Yes
|
4(g)
|
186,716,819
|
100.00
|
2,000
|
0.00
|
26,100,201
|
Yes
|
4(h)
|
186,716,819
|
100.00
|
2,000
|
0.00
|
26,100,201
|
Yes
|
4(i)
|
186,716,819
|
100.00
|
2,000
|
0.00
|
26,100,201
|
Yes
|
5
|
186,657,720
|
99.97
|
62,099
|
0.03
|
26,099,201
|
advisory, non-binding resolution
|
6
|
186,657,720
|
99.97
|
62,099
|
0.03
|
26,099,201
|
advisory, non-binding resolution
|
7
|
186,719,819
|
100.00
|
0
|
0.00
|
26,099,201
|
Yes
|
8
|
183,573,114
|
98.31
|
3,146,705
|
1.69
|
26,099,201
|
Yes
|
9
|
183,573,114
|
98.31
|
3,146,705
|
1.69
|
26,099,201
|
Yes
|
10
|
183,573,008
|
98.31
|
3,146,705
|
1.69
|
26,099,201
|
Yes
|
11
|
186,716,713
|
100.00
|
3,000
|
0.00
|
26,099,201
|
Yes
|
12
|
186,716,626
|
100.00
|
3,087
|
0.00
|
26,099,201
|
Yes
|
13
|
186,716,713
|
100.00
|
3,000
|
0.00
|
26,099,201
|
Yes
|
14
|
183,575,095
|
98.32
|
3,144,618
|
1.68
|
26,099,201
|
Yes
|
15
|
186,468,491
|
99.87
|
251,222
|
0.13
|
26,099,201
|
Yes
|
16
|
183,575,095
|
100.00
|
1,000
|
0.00
|
29,242,819
|
Yes
|
17
|
186,708.486
|
100.00
|
3,087
|
0.00
|
26,099,991
|
Yes
|
Group
Profile
The Bank of Cyprus Group is the leading banking and financial
services group in Cyprus, providing a wide range of financial
products and services which include retail and commercial banking,
finance, factoring, investment banking, brokerage, fund management,
private banking, life and general insurance. At 31 March 2024, the
Bank of Cyprus Group operated through a total of 58 branches in
Cyprus, of which 3 operated as cash offices. The Bank of Cyprus
Group employed 2,847 staff worldwide. At 31 March 2024, the Group's
Total Assets amounted to €24.9 bn and Total Equity was €2.6 bn. The
Bank of Cyprus Group comprises Bank of Cyprus Holdings Public
Limited Company, its subsidiary Bank of Cyprus Public Company
Limited and its subsidiaries.