Bank of Cyprus : EGM Circular

THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this Circular and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are resident in a territory outside Ireland or the United Kingdom.

If you have sold or otherwise transferred all of your Bank of Cyprus Holdings plc ("BOCH") shares ("Shares") or Depository Interests representing Shares of BOCH ("DIs"), please forward this document and the accompanying Form of Proxy or DI Holder Form of Proxy to the purchaser or transferee of such Shares or DIs or to the stockbroker, or other agent through or by whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

BANK OF CYPRUS HOLDINGS PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING

Replacement of CREST with Euroclear Bank for electronic settlement of trading in Bank of Cyprus Holdings plc's Shares

Amendment of the Articles of Association

Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 5 to 14 of this Circular, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. You should read this Circular in its entirety and consider whether or not to vote in favour of the Resolutions in light of the information contained in this Circular.

Notice of the Extraordinary General Meeting of Bank of Cyprus Holdings plc to be held at 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus on Friday, 5 February 2021 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) is set out in this Circular.

Your attention is drawn to the special arrangements for the EGM in response to the Coronavirus (COVID-19) pandemic, which are set out in this Circular.

A Form of Proxy and a DI Form of Proxy for use at the Extraordinary General Meeting is enclosed. If Shareholders wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post to, together with any power of attorney or other authority under which it is executed or a notarially certified copy thereof, the Company's Registrar, Link Registrars Limited, either to P.O. Box 1110, Maynooth, Co. Kildare, Ireland (if delivered by post) or to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand), or delivered to the Company at its registered office address, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, as soon as possible but in any event so as to be received no later than 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on Wednesday, 3 February 2021 (or, in the case of an adjournment of the Extraordinary General Meeting, no later than 48 hours before the time fixed for holding the adjourned meeting).

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 the Investor Relations Department of the Company at 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus or P.O. Box 21472,

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1599 Nicosia, Cyprus or by e-mail to: [e-mail], or by fax to: + 357 22 120265 or [phone], so as to reach such address no later than 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on 3 February 2021.

The completion and return of a Form of Proxy or Form of DI Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so, subject to compliance with the latest guidance of the Government of the Republic of Cyprus, the Government of Ireland and the Department of Health (of Ireland) to minimise any potential risks posed to attendees as a result of the COVID-19 pandemic.

Alternatively, electronic proxy appointment is also available for the Extraordinary General Meeting. This facility enables shareholders to appoint a proxy by electronic means by logging on to www.signalshares.com and entering the Company name: Bank of Cyprus Holdings plc. If you have not registered previously, you will need to firstly register for Signal Shares by clicking on "registration section" and following the instructions therein.

For those shareholders who hold shares in CREST, a shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Registrars Limited (CREST Participant ID 7RA08). In each case the proxy appointment must be received electronically by no later than 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on Wednesday 3 February 2021. The completion of either an electronic proxy appointment or a CREST Proxy Instruction (as the case may be) will not prevent you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so, subject to compliance with the latest guidance of the Government of the Republic of Cyprus, the Government of Ireland and Department of Health (of Ireland) to minimise any potential risks posed to attendees as a result of the Coronavirus (COVID-19) pandemic. A proxy need not be a shareholder of the Company.

Further instructions on how to appoint a proxy are set out in the notes to the Notice of EGM and on the Form of Proxy.

Important Note

This Circular contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including relating to the Migration, as well as certain statements regarding 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 are difficult to predict (certain of which are set out in this Circular with respect to the 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 Circular may not occur. The information contained in this Circular, including the forward-looking statements, speaks only as of the date of this Circular 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 this Circular, whether as a result of new information, future events or otherwise, except to the extent required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange ("London Stock Exchange"), Cyprus Stock Exchange ("Cyprus Stock Exchange"), Cyprus Securities and Exchange Commission ("CySEC") or by applicable law.

Information in this Circular in relation to the process of the Migration and/or Market Migration is based on information contained in the Euroclear Bank SA/NV ("Euroclear Bank") Migration Guide (Version 2, October 2020) ("EB Migration Guide"), to which the attention of all Shareholders holding Migrating Shares is specifically drawn. The EB Migration Guide has been made available for inspection, in the manner outlined in section 8 of Part 1 of this Circular.

In addition, information in this Circular in relation to the service offering available following the Migration from Euroclear Bank in the case of Participants ("EB Participants") in the central securities depository operated by Euroclear Bank ("Euroclear System") and from Euroclear UK & Ireland Limited ("EUI") in the case of CREST Depository Interests ("CDI") holders is based on information contained in the EB Services Description, the EB Rights of Participants Document and the CREST International Manual respectively. All three documents have been made available for inspection, in the manner outlined in section 8 of Part 1 of this Circular outlined below.

In all cases, the versions of the documents from which information contained in this Circular is drawn is the last published document as of the Latest Practicable Date.

Shareholders intending to hold their interests in Migrating Shares via the Euroclear System or CREST should carefully review the EB Migration Guide, the EB Services Description, the EB Rights of Participants

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Document and the CREST International Manual (including any updated versions thereof to the extent they are published after the date of this Circular), together with the additional documentation made available for inspection as set out in section 8 of Part 1 of this Circular and should consider those documents and consult with their stockbroker or other intermediary in making their decisions with respect to their Migrating Shares.

If a DI Holder wishes to continue holding DIs representing Shares following the Migration, no action is required to be taken by that DI Holder in advance of the Migration (other than voting in respect of the Resolutions, should a DI Holder wish to do so).

The Company is not making any recommendation with respect to the manner in which Shareholders should hold their interests in the Company prior to, on, or subsequent to, the Migration (as defined below). No reliance should be placed on the contents of this Circular for the purposes of any decision in that regard.

The date of this Circular is 13 January 2021.

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	TABLE OF CONTENTS
		Page(s)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	2
PART 1:	LETTER FROM THE CHAIRMAN OF BANK OF CYPRUS HOLDINGS	5
	PLC
PART 2:	QUESTIONS AND ANSWERS IN RELATION TO THE MIGRATION	15
PART 3	FURTHER INFORMATION PROVIDED FOR THE PURPOSE OF	23
	SECTION 6(1) OF THE MIGRATION ACT
PART 4	COMPARISON OF EUROCLEAR BANK AND EUI SERVICE	37
	OFFERING
PART 5	OVERVIEW OF BELGIAN LAW RIGHTS	45
PART 6	OVERVIEW OF CREST DEPOSITORY INTERESTS	50
PART 7:	TAX INFORMATION IN RESPECT OF THE MIGRATION	54
PART 8:	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION	66
PART 9:	DEFINITIONS	70
APPENDIX I:	NOTICE OF EXTRAORDINARY GENERAL MEETING	77
APPENDIX II:	RIGHTS OF MEMBERS OF IRISH INCORPORATED PLCs UNDER	87
	THE COMPANIES ACT 2014 THAT ARE NOT DIRECTLY
	EXERCISABLE UNDER THE EUROCLEAR BANK SERVICE
	OFFERING

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