Bank of Cyprus Holdings PLC

Delisting Announcement • Sep 13, 2024

Announcement

Resolutions of the Shareholders Extraordinary General Meeting (EGM)

Nicosia, 13 September 2024

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 30 June 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 2,860 staff worldwide. At 30 June 2024, the Group's Total Assets amounted to €25.5 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.

The Extraordinary General Meeting ("EGM") of Bank of Cyprus Holdings Public Limited Company (the "Company") was held at the Company's headquarters on Friday, 13 September 2024. The EGM was attended by 36 shareholders and holders of depository interests ("Shareholders"), either in person or by proxy, who represented 213.271.945 ordinary shares of the Company (the "Ordinary Shares"), that is 48.08% of the total issued share capital of the Company.

Results of EGM and Listing and Delisting update

At the EGM, the Company's shareholders voted to approve the admission to listing for trading of the Ordinary Shares in issue, from time to time, on the Main Market of the Regulated Securities Market of the Athens Stock Exchange ("ATHEX"), in accordance with Greek law no. 3371/2005 (the "Listing"). Implementation of the Listing remains subject to approval from the Listings and Market Operation Committee of ATHEX (the "ATHEX Listing Committee"), which is expected to be determined on 17 September 2024.

Subject to approval of the ATHEX Listing Committee, the Company intends to apply for 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"), with effect from 8:00 a.m. (London time) on 19 September 2024, with the last day of trading of Ordinary Shares on the LSE expected to be 18 September 2024, and trading to be suspended at 4:30 p.m. (London time) (the "Delisting"). As a result of the Delisting, the Company intends to terminate the share buyback programme being carried out on the LSE with effect from close of trading on 18 September 2024. The share buyback programme being carried out on the Cyprus Stock Exchange will continue as normal and will not be affected.

Shareholders' attention is drawn to the "Expected timetable of principal events" set out in the circular published on 19 August 2024 in connection with the EGM for further information in relation to the key dates and times to be aware of in connection with the Listing and the Delisting.

At the EGM, Shareholders also approved the adoption of amended articles of association of the Company with effect from conclusion of the EGM.

The text of the resolutions proposed at the EGM are set out in the Notice of EGM issued on 19 August 2024.

Pursuant to UK Financial Conduct Authority listing rule 14.3.6(2), a copy of the resolutions will be submitted by the Company to the National Storage Mechanism and will be available after 6:00 p.m. (Cyprus time) on 13 September 2024.

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 EGM (numbering as per Notice of EGM issued on 19 August 2024)

	Votes For		Votes Against Ψήφοι Εναντίον
Resolution Number	Number of Shares	% of total valid votes cast	Number of Shares	% of total valid votes cast	Votes Withheld	Approved Yes/No
1	213.228.463	99,98%	37.325	0,02%	0	Yes
2	213.228.702	99,98%	30.086	0,01%	7.000	Yes