Bank of Cyprus Holdings PLC

Share Issue/Capital Change • Jul 30, 2025

Information Document pursuant to Regulation (EU) 1129/2017 of 14 June 2017 (article 1, par. 5.h) in relation to the admission to trading of New Shares which were issued and allotted by Bank of Cyprus Holdings Public Limited Company to members of the general management in the context of an incentive plan

Nicosia, 30 July 2025

A. PURPOSE OF THIS DOCUMENT

This document has been prepared pursuant to the provisions of article 1(5)(h) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Regulation (EU) 2017/1129"), for the admission to trading of 8,573 new shares of Bank of Cyprus Holdings Public Limited Company (the "Company") of nominal value €0.10 each (the "New Shares"), which have been issued and allotted as awards to three members of the General Management under the short-term incentive plan.

Pursuant to article 1(5)(h) of Regulation (EU) 2017/1129, there is no obligation to publish a prospectus for the admission to trading of the New Shares, given that the New Shares are of the same class as the shares of the Company that are already admitted to trading on the same regulated markets. This document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 and its content and publication have not been approved by any competent supervisory authority, including the Cyprus Securities and Exchange Commission and the Hellenic Capital Market Commission.

This document is available to interested parties in hard copy at the Company's head office at 51 Stasinou Street, 2002, Strovolos, Nicosia, Cyprus, and in electronic form on the Company's website (https://www.bankofcyprus.com/group/).

Interested parties who wish to receive more information may contact the Investor Relations department by email at investors@bankofcyprus.com.

B. INFORMATION RELATING TO THE NEW SHARES

B.1 Decisions relating to the issue and allotment of the New Shares on CSE

On 31 March 2023 the Board of Directors of the Company approved, the establishment of the short-term incentive plan ("STIP") and, at the Annual General Meeting of shareholders held on 26 May 2023, an ordinary resolution was passed in relation to the Revised Remuneration Policy of the Company. Specifically, the Remuneration Policy was amended to reflect the ability of the Company's executive directors to participate in the STIP, which includes the granting of an award 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 other regulatory restrictions. Also, during the Annual General Meeting of shareholders held on 17 May 2024, the possibility of granting awards in the form of shares was approved through a corresponding amendment to the relevant Remuneration Policy.

On 28 March 2024, the Board of Directors approved the payment of the STIP for the year 2023 with the issuance of the first tranche of shares being completed on 31 March 2025 and on 28 May 2025, the second tranche of the incentive was vested to the beneficiaries.

B.2 Short-Term Incentive Plan

B.2.1. Purpose: The short-term incentive plan aims to compensate the Beneficiaries for their contribution to the achievement of the Bank of Cyprus Group's strategic objectives and of specific financial and operational goals that serve and ensure the long-term interests and sustainability of the Bank of Cyprus Group.

B.2.2 Beneficiaries: Eligible employees of the Company and/or its subsidiaries, including executive directors.

B.2.3. Payment of STIP: The short-term incentive award is generally paid in cash, however, in cases where the award amount exceeds a specified threshold as per regulatory guidelines, at least 50% of the amount is awarded in shares and the remaining amount in cash. The vesting cycle of the shares to the beneficiaries extends over 5 years from the first vesting date.

B.2.4. Implementation: The STIP will be implemented on an annual basis. The Beneficiaries for each year of implementation will be determined based on the terms and conditions of the plan and the decisions of the respective administrative bodies.

B.2.5. Retention: The shares vested under the STIP are subject to retention period of twelve (12) months.

C. INFORMATION ABOUT THE SECURITIES TO BE ADMITTED TO TRADING

The 8,573 New Shares were issued and allotted free of charge on 28 May 2025 to three members of the Company's General Management under the STIP and represent the vesting of the second tranche of the plan cycle for 2023.

The New Shares are of the same class of shares and have the same rights (rank pari passu) as the already issued fully paid shares of the Company.

The New Shares will be admitted to trading, and will be traded together with the existing shares of the Company, on the Main Market of the CSE and the ATHEX. The New Shares will be registered with the Central Securities Depository of the CSE in the share account and portfolios of theBeneficiaries attheDematerialised Securities System asDepositary Interests and their trading will commence once the Central Securities Depository is satisfied that the shareholders' registry has been submitted by the Company in electronic form and meets all the conditions set out in Part II, Paragraph 4 of the Securities and Cyprus Stock Exchange (registering, trading and clearing of dematerialised securities) Regulations of 2001 (as amended). The Company will inform the investing public about the date the New Shares will be admitted to trading.

Type of transferable securities	Nominal and dematerialised
ISIN	IE00BD5B1Y92
Registry Maintenance	Central Securities Depository and Central Registry (CSD) of the CSE (Depositary Interests)
Trading	Main Market of the CSE and ATHEX
Voting right	Yes (one voting right per share)
Dividend right	Yes
Pre-emption rights in offers for subscription of securities of the same class	Yes
Right to share in the issuer's profits	Yes – Please refer to "Dividend rights"
Right to share in any surplus in the event of liquidation	Yes
Restrictions of free transferability	No, provided that the retention period lapsed (refer to B.2.5. above)

The table below provides information regarding the New Shares and the rights attached thereto.

It is noted that, following the issue and allotment of the New Shares, the share capital of the Company as at 30 June 2025 amounted to €44,082,863 divided into 440,828,633 shares of nominal value €0.10 each.