Bank of Cyprus Holdings Public Limited Company (BOCH) Earnings Call Transcript & Summary

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 transaction with the business of this general meeting. The group CEO is on the line with us to address any questions you may have. [Foreign Language] As required by the bank's Articles of Association, I asked the Company's Secretary, Ms. Katia Santis, to confirm quorum and to announce the participation figures.

Mr. Chairman, I can announce that 8 shareholders attend today's meeting, either in person or via proxy. 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.

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 all resolutions on a poll vote by means of electronic voting, and I therefore ask the Company Secretary to elaborate.

Mr. Chairman, under Article 62A of Plc Holdings Articles of Association, the Chairman is entitled to demand a poll on any resolution.

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 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 points 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 Secretary to explain how the shareholders may exercise their vote through the Lumi application.

The Chairman has already opened the voting on all resolutions. We should now be able to see the polling icon on the navigation bar at the bottom of your screen where all resolutions and bolt-in choices will be displayed. To vote, simply select your voting direction from the options shown on the 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] [Voting]

Thank you, Katia. Let us now proceed with the Q&A session. [Operator Instructions] 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 bank's legal advisers are available to address your questions. We'll allocate a few minutes to receive any questions from now. No questions have been submitted yet. We'll keep this open for a few more minutes. No questions have been posted on the screen. So this session is disclosed, and we also close the voting. So that we get the results to make the relevant announcements. So give us a few minutes to get with the results. Voting has been completed. I'd like now to ask Katia Santis to announce the results.

Lumi has made available the results to the company secretary and will announce the results of the voting for each resolution in the order announced in the AGM notice. Resolution #1. Number of shares in favor, 137,881,926, resolution approved at 100%. Resolution #2. Votes in favor, 137,881,926, resolution approved at 100%. Resolution #3. Votes in favor, 137,881,926, resolution approved at 100%. Resolution 4A, which is the reelection of Mr. Efstratios-Georgios Takis Arapoglou, votes in favor 120,57,939, resolution approved at 87.07%, Resolution #4B, which is the reelection of Mrs. Lyn Grobler, votes in favor 137,880,926, resolution approved at 100%. Resolution 4C, which is the reelection of Mr. Arne Berggren, votes in favor 98,825,604, resolution approved at 71.67%. Resolution #4D, which is the reelection of Mr. Maksim Goldman, votes in favor, 20,136,658, resolution not approved percentage in favor 14.6%. Resolution #4E, which is the reelection of Mrs. Paula Hadjisotiriou, votes in favor, 137,880,926, resolution approved at 100%. Resolution #4F, which is the reelection of Mr. Michael Heger, votes in favor 52,295,080, resolution not approved, votes in favor at 37.93%. Resolutions 4G, which is the reelection of Mr. Panicos Nicolaou, votes in favor 137,880,926, resolution approved at 100%. Resolution #4H, the reelection of Mrs. Maria Philippou, votes in favor 137,880,926, resolution approved at 100%. Resolution #4I, the reelection of Mr. Nicolaos Sofianos, votes in favor, 137,880,926, resolution approved at 100%. Resolution 4J, which is the election of Mr. Ioannis Zographakis, votes in favor 137,880,926, resolution approved at 100%. Resolution #4K, the election of Mr. Constantine Iordanou, votes in favor, 137,880,926, resolution approved at 100%. Resolution 4L, the election of Mrs. Eliza Livadiotou, votes in favor, 137,880,926, resolutions approved at 100%. Resolution #5, votes in favor, 136,89,417. Resolution approved at 98.7%. Resolution #6, votes in favor, 137,881,926, resolution approved at 100%. Resolution #7, votes in favor, 137,779,670, resolution approved by 99.93%. Resolution #8, votes in favor, 137,880,926, resolution approved by 100%. Resolution #9, votes in favor, 137,880,926, resolution approved at 100%. Resolution #10, votes in favor 137,881,926, resolution approved at 100%. Resolution #11, votes in favor 137,881,926, resolution approved at 100%. Resolution #12, votes in favor of 137,881,926, resolution approved at 100%. Resolution #13, votes in favor 137,881,926, resolution approved at 100%. Resolution #14. 136,89,417 votes in favor, resolution approved at 98.7%. Resolution #15, 137,881,926 votes in favor. Resolution approved at 100%.

Thank you, Katia. The announcement of the booking results has now been completed, whilst the proxy votes in respect to the majority of resolutions were passed with votes in favor in excess of 87%, most of them. The Board notes that the proxy votes in respect of Resolution 4C to reelect Arne Berggren, Resolution 4D to elect Maksim Goldman and Resolution 4F to reelect Michael Heger as directors, were 71.67%, 14.6% and 37.93% in favor, respectively, where 20 or more votes have been tasked against any board recommendation for a resolution, the company is required by provision 4 of the U.K. Corporate Governance Code to explain what actions we take to consult shareholders to understand the reasons behind the results. The Board understands that with respect to Mr. Maksim Goldman, the reason for the result is that some shareholders have expressed concern about these links to companies covered or owned by persons affected by international sanctions. The Senior Independent Director and the Chairman has in the past, consulted large shareholders and clarified that Mr. Goldman has separate in relations with these companies. And that is confirmed by externally, the opinion is fully in compliance with the provisions of the U.S. These reassurances have been passed to all concerned shareholders several times. The main conclusions from these interactions were that the shareholder is concerned, had little to do with Mr. Goldman's person, but rather the shareholders' perception of how his previous association with the silent entity might affect them in relation to the way markets might view any potential risks related to the bank's capital actions or shareholder reductions. These views have been seriously considered by the Board, which maintains and maintained unanimously view that Mr. Goldman, apart from official disengagement with the sanctions entity, has practically demonstrated great commitment to this 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. Heger 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 6 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 shareholders meeting or Bank of Cyprus Holding is hearby concluded. Thank you.