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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt about the action you should take, you are recommended to immediately obtain your own personal financial advice from your duly authorised stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or transferred all your Bank of Cyprus Holdings Public Limited Company (“BOCH PLC”) shares or Depositary Interests representing Shares of BOCH PLC (“DI”), please send this document, together with the accompanying Shareholder Form of Proxy (“Form of Proxy”) and DI Holder Form of Proxy Nomination (“DI Form of Proxy”) at once to the purchaser or transferee, or to the stockbroker, or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Bank of Cyprus Holdings Public Limited Company Notice of Annual General Meeting
On Friday 26 May 2023 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish Time) at 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.
Notice of the Annual General Meeting (“AGM”) of Bank of Cyprus Holdings Public Limited Company (the “Company”) is set out on pages 5 to 24 of this document.
The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your Ordinary Shares in the Company.
A Form of Proxy for certificated shareholders for the AGM accompanies this document. For shareholders whose names appear on the register of members of the Company (i.e. those who hold their Ordinary Shares in certificated form and who therefore do not hold their interests in Ordinary Shares as Belgian law rights through the Euroclear Bank SA/NV (“Euroclear Bank”) system (the “EB System”) (“EB Participants”) or as CREST Depositary Interests (“CDIs”) through the CREST system (“CREST”) (“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 24 May 2023. 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.
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CSE Depository Interest Holders (“DI Holders”) wishing to appoint a proxy should use a DI Form of Proxy. 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 or 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 24 May 2023.
Those who hold their interests in Ordinary Shares as Belgian law rights through the EB System or as CDIs through CREST will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.
For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.
Further Information for the holders of CDIs (“CDI Holders”)
Euroclear UK & International Limited (“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 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 Holder 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-partyproxy 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 22 May 2023). 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.
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.
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Further Information for Euroclear Bank Participants
EB Participants can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in January 2023 and entitled “Euroclear Bank as issuer CSD for Irish corporate securities” (the “Euroclear Bank Service Description”). EB Participants can either send:
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 24 May 2023.Voting instructions cannot be changed or cancelled after Euroclear Bank’s voting deadline.
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 and life and general insurance. At 31 December 2022, the Bank of Cyprus Group operated through a total of 64 branches in Cyprus, of which 4 operated as cash offices. The Bank of Cyprus Group employed 2,889 staff worldwide. At 31 December 2022, the Group’s Total Assets amounted to €25.4 bn and Total Equity was €2.1 bn. The Bank of Cyprus Group comprises Bank of Cyprus Holdings Public Limited Company, its subsidiary Bank of Cyprus Public Company Limited and its subsidiaries.
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Dear shareholders
Bank of Cyprus Holdings Public Limited Company (the “Company”) – Annual General Meeting (“AGM”) – 26 May 2023
The AGM of the Company will be held at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on Friday 26 May 2023 at the Company’s Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus. 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 26 May 2023). Shareholders will also have the ability to listen to the meeting by electronic means and the ability to vote by either submitting a proxy form in advance of the meeting or by using the electronic voting facility. This document includes important information on the business of the AGM, including the resolutions to be voted on by shareholders at the AGM.
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 on pages 20 – 24 and on the Company’s website www.bankofcyprus.com/group/(select Investor Relations / Annual General Meeting 2023).
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 22 May 2023) 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 you as a Shareholder, DI Holder, EB Participant or CDI Holder. Responses to the most common questions will be posted on the Company’s website on www.bankofcyprus.com/group/(Investor Relations / Annual General Meeting 2023) and we also anticipate responding in writing directly to any individual shareholder who raises a question.
All resolutions will be taken on a poll vote. On a poll, each shareholder has one vote for every share held. Electronic voting will be used at the AGM. The results of the voting will be posted on our website (www.bankofcyprus.com/group/) after the meeting and notified to the London Stock Exchange and Cyprus Stock Exchange.
There are 15 Resolutions proposed for this year’s AGM. Explanatory notes for each proposed Resolution are contained in the enclosed Notice. These resolutions are routine for bank holding companies listed on the London Stock Exchange and seek to provide the Board with the renewal of a customary and generally accepted range of options so as to allow the Board to respond effectively and on a timely basis to circumstances that might arise.
The Directors of the Company consider the Resolutions proposed to be in the best interests of the Company and its shareholders (including DI Holders) as a whole and unanimously recommend shareholders and DI Holders to vote in favour of them all, as they intend to do in respect of their own shareholdings.
We would like to thank you for your continued support.
Yours sincerely
Efstratios-Georgios Arapoglou
Chairman
25 April 2023
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NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (“AGM”) of the 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, 26 May 2023 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 26 May 2023).
The AGM will consider and, if thought fit approve, the following resolutions:
ORDINARY BUSINESS:
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) |
Paula Hadjisotiriou Resolution 4(c) |
||
(d) |
Panicos Nicolaou Resolution 4(d) |
||
(e) |
Maria Philippou Resolution 4(e) |
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