TIDMBOCH
RNS Number : 6164L
Bank of Cyprus Holdings PLC
13 January 2021
Announcement
Notice of Extraordinary General Meeting and Publication of
Circular
Nicosia, 13 January 2021
Bank of Cyprus Holdings Public Company Limited (the " Company")
announces that an Extraordinary General Meeting ("EGM") will be
held on Friday, 5 February 2021 at 11:00 a.m. (Cyprus time) / 9:00
a.m. (Irish time) at the offices of the Company, 51 Stassinos
Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus, and
shareholders in Ireland may participate in the EGM by audio link at
the registered office of the Company, 10 Earlsfort Terrace, Dublin
2, Dublin, Ireland, D02 T380, at the same time as the EGM (i.e.
commencing at 9.00 a.m. Irish time on Friday, 5 February 2021 )
.
The business of the EGM will be to consider and, if thought fit,
approve certain resolutions relating to the replacement of CREST
with a system operated by Euroclear Bank SA/NV for the electronic
settlement of trading in the Company's ordinary shares ("Migration
Resolutions"). Approval of the Migration Resolutions is necessary
to ensure the Company's shares can continue to be settled
electronically when they are traded on the London Stock Exchange
and remain eligible for continued admission to trading and listing
on this exchange.
For the reasons explained in the Circular, as defined below, the
Company will also be proposing certain amendments to its Articles
of Association at the EGM to reflect recommended changes from the
European Banking Authority.
A circular which includes the Notice of the EGM (the
"Circular"), a Form of Proxy and a Depositary Interest (DI) Form of
Proxy have been made available to shareholders today. The Board
strongly urges shareholders to review the contents of the Circular
in their entirety, including the documents referred to therein, and
to consider the Board's recommendation to vote in favour of the
Resolutions.
Public Health Guidelines and the EGM
The well-being of attendees, employees and service providers at
the upcoming EGM is a primary concern for the directors of the
Company and in this context, we are closely monitoring developments
in relation to the Coronavirus (COVID--19) pandemic. Due to the
restrictions on meetings and travel, save for very limited
purposes, from the Government of the Republic of Cyprus, and in
respect of the Irish venue of the EGM, the Government of Ireland
and the Department of Health (of Ireland), relating to the
Coronavirus (COVID--19) pandemic, the EGM will proceed under very
constrained circumstances.
Shareholders and DI Holders are requested not to attend the EGM
in person and instead to submit a proxy form accompanying the
Notice of EGM or to use the electronic voting facility to ensure
they can vote at the EGM without attending in person. This can be
done in advance of the EGM by availing of one of the ways you can
appoint a proxy as set out in the Circular or during the EGM by
using the electronic voting facility described below and in the
Circular. Please note the deadlines for receipt of the proxy
appointment for it to be valid and the relevant procedures for the
electronic voting facility. By submitting a proxy form or by using
the electronic voting facility you will be able to ensure that your
vote on the proposed resolutions is cast at the EGM in accordance
with your wishes without attending in person.
If you wish to listen live to the EGM proceedings and to vote at
the EGM, you can do so by accessing the electronic meeting facility
which you can access by either downloading the dedicated "Lumi AGM"
app or by accessing the Lumi website, https://web.lumiagm.com .
This will allow you to audio cast the EGM and Shareholders and DI
Holders can submit questions and votes through the app or website.
Further instructions on how to attend the meeting remotely are set
out on the Company's website www.bankofcyprus.com (Investor
Relations / Extraordinary General Meetings).
A Shareholder may also submit a question in writing before the
EGM, to be received at least four business days before the meeting
(i.e. 1 February 2021) 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 a Shareholder on the
Register of Members and a DI Holder on the DI Register of
Members.
Questions may be raised during the EGM through the Lumi platform
as outlined below.
We will be seeking to conduct the EGM as safely and efficiently
as possible and in compliance with the applicable law, regulations
and guidance in effect in connection with the Coronavirus
(COVID--19) pandemic at the time of the meeting.
In the event that it is not possible to convene and hold the EGM
either in compliance with applicable public health guidelines or
requirements, applicable law or where it is otherwise considered
that proceeding with the EGM as planned poses an unacceptable risk
to health and safety, the EGM may be adjourned to a different time
and/or venue, in which case notification of such adjournment will
be given in accordance with the Company's Articles of Association.
We may also, with appropriate advance notice, amend the venue of
the EGM and/or make further or replacement measures for electronic
or telephonic access.
The Company will continue to monitor the impact of COVID-19 and
any relevant updates regarding the conduct of the EGM, including
any changes to the arrangements outlined in the Circular, will be
announced via a Regulatory Information Service on the London Stock
Exchange and the Cyprus Stock Exchange and will be available at the
Company's website, https://www.bankofcyprus.com .
Documents
The Circular and certain other documents relating to the
Migration (including the Form of Proxy and the DI Form of Proxy and
copies of the documents referred to in the Circular) will be
available to view on the Company's website,
https://www.bankofcyprus.com , and will be available for inspection
during normal business hours on any business day from the date of
this notice until the EGM at the Company's registered office at 10
Earlsfort Terrace, Dublin 2, Dublin, Ireland, D02 T38 and at the
offices at 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos,
Nicosia, Cyprus.
Additionally, the Articles of Association in the proposed
amended forms are available on the Company's website,
https://www.bankofcyprus.com and will remain available up to the date of the EGM.
A copy of the Circular will be submitted to the UK National
Storage Mechanism where they will be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Logging in to the EGM via the Lumi platform
In order to ask questions, vote and listen to the EGM via the
Lumi platform, Shareholders will need to either download the
dedicated "Lumi AGM" app or connect to the following web site
https://web.lumiagm.com . Lumi is compatible with the latest
browser versions of Chrome, Firefox, Internet Explorer 11 (Internet
Explorer version 10 and lower are not supported), Edge and Safari
and can be accessed using any web browser, on a PC or smartphone
device.
On accessing either the Lumi app or website, you will be asked
to enter a Meeting ID which is 132-557-328. You will then be
prompted to enter your Identification Number (as presented in the
Shareholders and DI Holders Registers respectively as at 3 February
2021) and use Password: EGM2021. Access to the meeting via the app
or website will be available from 10.50 a.m. (Cyprus time) / 8:50
a.m. (Irish time) on 5 February 2021; however, please note that
your ability to vote will not be enabled until the Chairman
formally opens the meeting at 11:00 a.m. (Cyprus time) / 9:00 a.m.
(Irish time).
During the EGM, you must ensure you are connected to the
internet at all times in order to listen to the chairman of the EGM
and ask questions and vote at the meeting. Therefore, it is your
responsibility to ensure connection to the internet for the
duration of the EGM. A user guide to the audio webcast is available
on our website at www.bankofcyprus.com.
For further information, please contact Investor Relations at
investors@bankofcyprus.com .
Important Note
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events, including
Migration, and the Company's future financial condition and
performance. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "may", "will", "should", "intend",
"plan", "assume", "estimate", "expect" (or the negative thereof)
and words of similar meaning, reflect the directors' current
beliefs and expectations and involve known and unknown risks,
uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict (certain of which are
set out in the Circular with respect to Migration).
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. The
information contained in this announcement, including the
forward-looking statements, speaks only as of the date of this
announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein save where indicated in the Circular,
whether as a result of new information, future events or otherwise,
except to the extent required by the UK Financial Conduct
Authority, the London Stock Exchange, Cyprus Stock Exchange, Cyprus
Securities and Exchange Commission or by applicable law.
The defined terms set out in Part 9 of the Circular have the
same meaning herein.
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. The Bank of Cyprus
Group operates through a total of 98 branches in Cyprus, of which
14 operate as cash offices. Bank of Cyprus also has representative
offices in Russia, Ukraine and China. The Bank of Cyprus Group
employs 3,577 staff worldwide. At 30 September 2020, the Group's
Total Assets amounted to EUR21.5 bn and Total Equity was EUR2.1 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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END
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