Bank of Cyprus Holdings Public Limited Company (CYS:BOCH)
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+0.08 (0.92%)
At close: Apr 30, 2026
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AGM 2022

May 20, 2022

Efstratios-Georgios Arapoglou
Chairman, Bank of Cyprus Holdings Public Limited Company

Dear shareholders and distinguished guests, I'm pleased to welcome you to the sixth annual general meeting of Bank of Cyprus Holdings Public Limited Company. On behalf of the board of directors, I would like to thank you for joining us today, and we ask for your cooperation in transacting the business of this general meeting. The Group CEO is on the line with us to address any questions you may have.

[Foreign Language]

I'll now continue in English. As required by the bank's articles of association, I ask the company secretary, Mrs. Katia Santis, to confirm quorum and to announce the participation figures.

Katia Santis
Company Secretary, Bank of Cyprus Holdings Public Limited Company

Mr. Chairman, I can announce that eight shareholders attend today's meeting, either in person or via proxies. This corresponds to 30.9% of the bank's share capital, which is equivalent to 137,880,461 shares. I would like to remind everyone that the speeches of both the chairman and the CEO addressing the shareholders are available on the company's website.

Efstratios-Georgios Arapoglou
Chairman, Bank of Cyprus Holdings Public Limited Company

Thank you, Katia. We're now moving on to the business of the general meeting and the proposed resolutions. As indicated in the notice of the meeting, we will take four resolutions on a poll vote by means of electronic voting, and I therefore ask the company secretary to elaborate.

Katia Santis
Company Secretary, Bank of Cyprus Holdings Public Limited Company

Mr. Chairman, under Article 62 A of BOC Holdings' articles of association, the chairman is entitled to demand a poll on any resolution.

Efstratios-Georgios Arapoglou
Chairman, Bank of Cyprus Holdings Public Limited Company

I presume that all of you have read the AGM notice with the proposed resolutions and the agenda-related documents. The notice includes the agenda for the ordinary and special business of the AGM, as well as explanations for each agenda item. The notice in both English and Greek has been posted on the bank's website. All agenda-related reports are available on the bank's website. Any comments or questions you may have about all these reports and proposed resolutions can be raised later in the meeting. Unless there are any objections, we can consider these documents as already read. The poll is now open for all resolutions on today's agenda. I invite the secretary to explain how the shareholders may exercise their vote through the Lumi application.

Katia Santis
Company Secretary, Bank of Cyprus Holdings Public Limited Company

The chairman has already opened the voting on all resolutions. You should now be able to see the polling icon on the navigation bar at the bottom of your screen, where all the resolutions and voting choices will be displayed. To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received. To change your vote, simply select another direction. If you wish to cancel your vote, please press Cancel. You may vote or change your vote at any time during the meeting until the chairman announces the closing of the voting on the resolutions. At that point, your last choice will be submitted. I will now explain in Greek.

[Foreign Language]

Efstratios-Georgios Arapoglou
Chairman, Bank of Cyprus Holdings Public Limited Company

Thank you, Katia. Let us now proceed with the Q&A session. You may submit your questions in writing at the designated space in the Lumi application. I would kindly ask you to be brief and to the point when submitting any questions. The chairman of the board of directors and the group CEO, as well as the bank's legal advisors, are available to address your questions. We'll allocate a few minutes to receive any question from now. No questions have been submitted yet. We'll keep this open for a few more minutes. No questions yet. No questions have been posted on the screen. This session is closed and we also close the voting so that we get the results to make the relevant announcements. Give us a few minutes to get the results. Voting has been completed.

I'd like now to ask Katia Santis to announce the results. Thank you.

Katia Santis
Company Secretary, Bank of Cyprus Holdings Public Limited Company

Lumi has made available the results to the company secretary. I will announce the results of the voting for each resolution in the order announced in the AGM notice. Resolution number one, number of shares in favor, 137,881,926. Resolution approved at 100%. Resolution number two, votes in favor, 137,881,926. Resolution approved at 100%. Resolution number three, votes in favor, 137,881,926. Resolution approved at 100%. Resolution A, which is the re-election of Mr. Efstratios Georgios Takis Arapoglou. Votes in favor, 120,057,939. Resolution approved at 87.07%.

Resolution number 4 B, which is the re-election of Mrs. Lyn Grobler. Votes in favor, 137,800,926. Resolution approved at 100%. Resolution 4 C, which is the re-election of Mr. Arne Berggren. Votes in favor, 98,825,604. Resolution approved at 71.67%. Resolution number 4 D, which is the re-election of Mr. Maksim Goldman. Votes in favor, 20,136,658. Resolution not approved. Percentage in favor, 14.6%. Resolution number 4 E, which is the re-election of Mrs. Paula Hadjisotiriou. Votes in favor, 137,800,926. Resolution approved at 100%. Resolution number 4 F, which is the re-election of Mr. Michael Hager.

Votes in favor, 52,295,080. Resolution not approved. Votes in favor at 57.93%. Resolution 4 G, which is the reelection of Mr. Panicos Nicolaou. Votes in favor, 137,880,926. Resolution approved at 100%. Resolution number 4 H, the reelection of Mrs. Maria Philippou. Votes in favor, 137,880,926. Resolution approved at 100%. Resolution number 4 I, the election of Mr. Nicolaos Sofianos. Votes in favor, 137,880,926. Resolution approved at 100%. Resolution 4J , which is the reelection of Mr. Ioannis Zographakis.

Votes in favor, 137,800,926. Resolution approved at 100%. Resolution number 4K, the reelection of Mr. Constantine Iordanou. Votes in favor, 137,800,926. Resolution approved at 100%. Resolution 4L, the election of Ms. Eliza Livadiotou. Votes in favor, 137,800,926. Resolution approved at 100%.

Eliza Livadiotou
Executive Director Finance, Bank of Cyprus Holdings Public Limited Company

Thank you.

Katia Santis
Company Secretary, Bank of Cyprus Holdings Public Limited Company

Resolution number 5. Votes in favor, 136,089,417. Resolution approved at 98.7%. Resolution number 6. Votes in favor, 137,881,926. Resolution approved at 100%. Resolution number 7. Votes in favor, 137,779,670. Resolution approved at 99.93%. Resolution number 8. Votes in favor, 137,880,926. Resolution approved at 100%. Resolution number 9. Votes in favor, 137,880,926. Resolution approved at 100%. Resolution number 10. Votes in favor, 137,881,926.

Resolution approved at 100%. Resolution number 11. Votes in favor, 137,881,926. Resolution approved at 100%. Resolution number 12. Votes in favor, 137,881,926. Resolution approved at 100%. Resolution number 13. Votes in favor, 137,881,926. Resolution approved at 100%. Resolution number 14. 136,089,417 votes in favor. Resolution approved at 98.7%. Resolution number 15. 137,881,926 votes in favor. Resolution approved at 100%.

Efstratios-Georgios Arapoglou
Chairman, Bank of Cyprus Holdings Public Limited Company

Thank you, Katia. The announcement of the voting results has now been completed. While the proxy votes in respect of the majority of resolutions were passed with votes in favor in excess of 87%, most of them 100%. The board notes that the proxy votes in respect of Resolution 4C to re-elect Arne Berggren, Resolution 4D to re-elect Maksim Goldman, and Resolution 4F to re-elect Michael Hager as directors were 71.67%, 14.6%, and 37.93% in favor respectively. Where 20 or more votes have been cast against any board recommendation or resolution, the company is required by provision four of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reasons behind the result. The board understands that with respect to

Mr.

Maksim Goldman, the reason for the result is that some shareholders have expressed concern about his links to companies covered or owned by persons affected by international sanctions. The senior independent director and the chairman have in the past consulted with large shareholders and clarified that Mr. Goldman has severed his relations with these companies and as confirmed by external legal opinion, he's fully in compliance with the provisions of the U.S. sanctions. These reassurances have been passed to all concerned shareholders several times. The main conclusions from these interactions were that the shareholders' concerns had little to do with Mr. Goldman's person, but rather the shareholders' perception of how his previous association with the sanctioned entity might affect them in relation to the way markets might view any potential risks related to the bank's capital actions or shareholders actions.

These views have been seriously considered by the board, which maintains unanimously the view that Mr. Goldman, apart from his official disengagement with the sanctions entity, has practically demonstrated great commitment to his role and a high level of independence, and has contributed significantly to the deliberations of the board. The board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any additional concerns in relation to this resolution, and more specifically, to establish the reasoning behind the negative votes in relation to Mr. Hager and Mr. Berggren, which at the moment are unknown. To this respect, the board will be providing a relevant update on progress of this matter within six months as of today, as required. Dear shareholders, we have now come to the end of the AGM proceedings. Thank you again for your attention and participation.

The business of the current shareholder meeting of Bank of Cyprus Holdings PLC is hereby concluded. Thank you.

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