ΤΡΑΠΕΖΑ ΚΥΠΡΟΥ Δ.Ε.Λ.
NOTICE OF SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING
At its meeting held today, the Board of Directors of the Bank decided to propose for approval by the shareholders of the Bank the special resolution included in the notice of the Shareholders' Extraordinary General Meeting which follows. The special resolution proposes the amendment of the exercise price and exercise period of the Share Options 2008/2010 of the employees of the Bank.
The Board of Directors also decided to issue additional Share Options, in the context of the special resolution approved by the shareholders on 14 May 2008, with the same terms as the Share Options 2008/2010, as amended with the above resolution. These Share Options will also be named Share Options 2008/2010 and will result, once exercised, in a total issue of 2,5 million shares. The Share Options that will be granted will be allotted at the complete discretion of the Bank to employees in lower salary grades as well as employees recruited after 28 May 2008.
The Notice of the Shareholders' Extraordinary General Meeting follows.
Founded in 1899, the Bank of Cyprus Group is the leading Cypriot banking and financial services group. In addition to retail and commercial banking, the Group's activities include finance, factoring, investment banking, brokerage, fund management, life and general insurance. The Group currently operates through a total of 591 branches, of which 224 operate in Russia, 163 in Greece, 146 in Cyprus, 33 in Ukraine, 10 in Australia, 9 in Romania, 5 in the United Kingdom, and 1 in the Channel Islands. Bank of Cyprus also has representative offices in Russia, Canada, South Africa and Ukraine. The Bank of Cyprus Group employs 11.999 staff worldwide. At 31 March 2009, the Group's Total Assets reached euro 36,33 bn and the Shareholders' Funds were euro 2,02 bn. The Bank of Cyprus shares are listed on the Cyprus and Athens Stock Exchanges. Additional information can be found at the Group's website www.bankofcyprus.com
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of the shareholders of Bank of Cyprus Public Company Ltd ('the Bank') will be held at the Bank of Cyprus Group Headquarters (51 Stassinos Street, Ayia Paraskevi, Strovolos, Nicosia, Cyprus), on Tuesday , 23 June at 4.00pm to examine the following matter and if necessary approve the following resolution as special resolution:
Amendment of the terms of the Share Options Plan of the Bank, for the employees of the Bank of Cyprus Group, that were approved at the Annual General Meeting of the Bank on 14 May 2008.
At the Annual General Meeting of the shareholders which took place on 14 May 2008 the shareholders approved the establishment of a Share Options Plan (the 'Plan') for the employees of the Bank of Cyprus Group and authorised the Board of Directors to issue up to 15 million shares of the Bank, within the context of the Plan. The terms of the Plan included, among others, the following:
(a) the exercise price of the share options is determined as 10% above the average closing share price on the Athens Stock Exchange during the last 30 working days of the Exchange that immediately precede the date that options are granted.
(b) the Share Options will be granted for the period 2008-2010.
(c) the time period for the exercise of the share options would be set by a resolution of the Board of Directors.
In the context of the above decision of the Annual General Meeting, the Board of Directors of the Bank decided, at its meeting held on 28 May 2008, to establish a Share Options Plan ('Share Options 2008/2010'). Within the context of the Plan 12.500.000 share options were issued. The exercise price of the Share Options 2008/2010 that were granted, based on the terms of the Plan, was set at euro 9,41. The last exercise date was set as 31 December 2012.
The Board of Directors of the Bank, taking into consideration:
- the efforts of employees for business growth and improvement of profitability of the Group especially during this difficult period,
- the terms of the employee Share Options 2008/2010 that were granted on 28 May 2008, based on the decision of the Annual General Meeting of the shareholders held on 14 May 2008, which given the current circumstances no longer represent a substantive incentive for employees,
- the recent recommendations of the European Commission and the Committee of European Banking Supervisors to align remuneration policy with long term objectives and the interests of shareholders, and
- the non payment of a bonus to employees for 2008 despite the fact that 2008 represented a year of exceptional performance for the Group,
decided to propose the following special resolution to the shareholders of the Bank for approval:
Special Resolution
-To approve and hereby approve:
(a) the amendment of exercise price of the Share Options Plan of the Bank that was approved by the Annual General Meeting of the shareholders held on 14 May 2008 and its replacement with the following term:
' The exercise price of the Share Options is determined as the higher of euro 5,50 or 10% above the average closing share price on the Athens Exchange during the last 30 working days that immediately precede the date of this decision.'
(b) the amendment of the exercise price of the Share Options 2008/2010 already issued so that it is consistent with amendment (a) above.
(c) the extension of the last exercise date to 31 December 2013 instead of 31 December 2012.'
The Board of Directors also decided to issue additional Share Options, in the context of the special resolution approved by the shareholders on 14 May 2008, with the same terms as the Share Options 2008/2010, as amended with the above resolution. These Share Options will also be named Share Options 2008/2010 and will result, once exercised, in a total issue of 2,5 million shares. The Share Options that will be granted will be allotted at the complete discretion of the Bank to employees in lower salary grades as well as employees recruited after 28 May 2008.
The total Share Options that will be granted based on the above will not exceed 15 million shares, in accordance with the decision of the Annual General Meeting of 14 May 2008.
The objective of the Group with the implementation of the above decisions is to align its remuneration policy with its long term objectives and the interests of its shareholders, in accordance with the recent recommendations of the European Commission and the Committee of European Banking Supervisors.
Notes:
(1) The record date for determining the right to vote at the above Extraordinary General Meeting is 16 June 2009. Transactions which take place on 12 June 2009 and thereafter will not be considered in determining the right to vote at the Extraordinary General Meeting. Shareholders who have their shares registered on the Dematerialised Securities System of the Hellenic Exchanges, do not need to block their shares in order to vote and/or be represented at the Extraordinary General Meeting.
(2) A member entitled to attend and vote at the Extraordinary General Meeting, is entitled to appoint a proxy to attend and vote on his behalf. Such proxy need not be a member of the Bank. The instrument appointing a proxy, which is enclosed and has been posted on the Group's website www.bankofcyprus.com (under Inv. Relations/Press Releases), must be deposited at the registered office of the Bank, 51 Stassinos Street, Ayia Paraskevi, Strovolos, 2002 Nicosia, Cyprus, fax +357 22 336258) at least 48 hours before the time of the Meeting.
(3) Shareholders and/or their proxies who will attend the Meeting are requested to carry with them their identity card or other proof of identification.
The Board of Directors also decided to issue additional Share Options, in the context of the special resolution approved by the shareholders on 14 May 2008, with the same terms as the Share Options 2008/2010, as amended with the above resolution. These Share Options will also be named Share Options 2008/2010 and will result, once exercised, in a total issue of 2,5 million shares. The Share Options that will be granted will be allotted at the complete discretion of the Bank to employees in lower salary grades as well as employees recruited after 28 May 2008.
The Notice of the Shareholders' Extraordinary General Meeting follows.
Founded in 1899, the Bank of Cyprus Group is the leading Cypriot banking and financial services group. In addition to retail and commercial banking, the Group's activities include finance, factoring, investment banking, brokerage, fund management, life and general insurance. The Group currently operates through a total of 591 branches, of which 224 operate in Russia, 163 in Greece, 146 in Cyprus, 33 in Ukraine, 10 in Australia, 9 in Romania, 5 in the United Kingdom, and 1 in the Channel Islands. Bank of Cyprus also has representative offices in Russia, Canada, South Africa and Ukraine. The Bank of Cyprus Group employs 11.999 staff worldwide. At 31 March 2009, the Group's Total Assets reached euro 36,33 bn and the Shareholders' Funds were euro 2,02 bn. The Bank of Cyprus shares are listed on the Cyprus and Athens Stock Exchanges. Additional information can be found at the Group's website www.bankofcyprus.com
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of the shareholders of Bank of Cyprus Public Company Ltd ('the Bank') will be held at the Bank of Cyprus Group Headquarters (51 Stassinos Street, Ayia Paraskevi, Strovolos, Nicosia, Cyprus), on Tuesday , 23 June at 4.00pm to examine the following matter and if necessary approve the following resolution as special resolution:
Amendment of the terms of the Share Options Plan of the Bank, for the employees of the Bank of Cyprus Group, that were approved at the Annual General Meeting of the Bank on 14 May 2008.
At the Annual General Meeting of the shareholders which took place on 14 May 2008 the shareholders approved the establishment of a Share Options Plan (the 'Plan') for the employees of the Bank of Cyprus Group and authorised the Board of Directors to issue up to 15 million shares of the Bank, within the context of the Plan. The terms of the Plan included, among others, the following:
(a) the exercise price of the share options is determined as 10% above the average closing share price on the Athens Stock Exchange during the last 30 working days of the Exchange that immediately precede the date that options are granted.
(b) the Share Options will be granted for the period 2008-2010.
(c) the time period for the exercise of the share options would be set by a resolution of the Board of Directors.
In the context of the above decision of the Annual General Meeting, the Board of Directors of the Bank decided, at its meeting held on 28 May 2008, to establish a Share Options Plan ('Share Options 2008/2010'). Within the context of the Plan 12.500.000 share options were issued. The exercise price of the Share Options 2008/2010 that were granted, based on the terms of the Plan, was set at euro 9,41. The last exercise date was set as 31 December 2012.
The Board of Directors of the Bank, taking into consideration:
- the efforts of employees for business growth and improvement of profitability of the Group especially during this difficult period,
- the terms of the employee Share Options 2008/2010 that were granted on 28 May 2008, based on the decision of the Annual General Meeting of the shareholders held on 14 May 2008, which given the current circumstances no longer represent a substantive incentive for employees,
- the recent recommendations of the European Commission and the Committee of European Banking Supervisors to align remuneration policy with long term objectives and the interests of shareholders, and
- the non payment of a bonus to employees for 2008 despite the fact that 2008 represented a year of exceptional performance for the Group,
decided to propose the following special resolution to the shareholders of the Bank for approval:
Special Resolution
-To approve and hereby approve:
(a) the amendment of exercise price of the Share Options Plan of the Bank that was approved by the Annual General Meeting of the shareholders held on 14 May 2008 and its replacement with the following term:
' The exercise price of the Share Options is determined as the higher of euro 5,50 or 10% above the average closing share price on the Athens Exchange during the last 30 working days that immediately precede the date of this decision.'
(b) the amendment of the exercise price of the Share Options 2008/2010 already issued so that it is consistent with amendment (a) above.
(c) the extension of the last exercise date to 31 December 2013 instead of 31 December 2012.'
The Board of Directors also decided to issue additional Share Options, in the context of the special resolution approved by the shareholders on 14 May 2008, with the same terms as the Share Options 2008/2010, as amended with the above resolution. These Share Options will also be named Share Options 2008/2010 and will result, once exercised, in a total issue of 2,5 million shares. The Share Options that will be granted will be allotted at the complete discretion of the Bank to employees in lower salary grades as well as employees recruited after 28 May 2008.
The total Share Options that will be granted based on the above will not exceed 15 million shares, in accordance with the decision of the Annual General Meeting of 14 May 2008.
The objective of the Group with the implementation of the above decisions is to align its remuneration policy with its long term objectives and the interests of its shareholders, in accordance with the recent recommendations of the European Commission and the Committee of European Banking Supervisors.
Notes:
(1) The record date for determining the right to vote at the above Extraordinary General Meeting is 16 June 2009. Transactions which take place on 12 June 2009 and thereafter will not be considered in determining the right to vote at the Extraordinary General Meeting. Shareholders who have their shares registered on the Dematerialised Securities System of the Hellenic Exchanges, do not need to block their shares in order to vote and/or be represented at the Extraordinary General Meeting.
(2) A member entitled to attend and vote at the Extraordinary General Meeting, is entitled to appoint a proxy to attend and vote on his behalf. Such proxy need not be a member of the Bank. The instrument appointing a proxy, which is enclosed and has been posted on the Group's website www.bankofcyprus.com (under Inv. Relations/Press Releases), must be deposited at the registered office of the Bank, 51 Stassinos Street, Ayia Paraskevi, Strovolos, 2002 Nicosia, Cyprus, fax +357 22 336258) at least 48 hours before the time of the Meeting.
(3) Shareholders and/or their proxies who will attend the Meeting are requested to carry with them their identity card or other proof of identification.