PART 3

Key changes to corporate governance rules, securities laws and company law applicable to the Company following the Listing and Delisting

The Listing and Delisting will result in changes to certain aspects of the corporate governance rules, securities laws and company law applicable to the Company. The table below sets outs a summary of key material changes expected to arise as a result of the Listing and Delisting, with the current position set out in column 1 and the position following the Listing and Delisting set out in column 2. This summary is not intended to be a comprehensive statement of all implications of the Listing and Delisting on the legal and regulatory regime applicable to the Company and is intended as a general guide. If Shareholders are in any doubt as to the legal and regulatory implications of the Listing and Delisting on the Company, they are encouraged to speak to their legal and/or financial advisors.

As a public limited company incorporated in Ireland, the Company is currently generally subject to the provisions of the Irish Companies Act 2014 (as amended) (the "Companies Act") as well as related provisions of Irish corporate law and the Company's Constitution. In addition, because the Ordinary Shares are listed and admitted to trading on the main market of the regulated market of the CSE and the international commercial companies secondary listing category of the Official List of the LSE and on the main market for listed securities operated by the LSE, the Company is subject to the provisions of the listing rules of the CSE (the "CSE Listing Rules") as well as the FCA listing rules applicable to companies with an international commercial companies secondary listing (the "UK Listing Rules"). In addition, the Company is currently subject to EU legislation applicable to companies with a listing of equity securities on an EU regulated market, including the EU Market Abuse Regulation (Regulation (EU) No. 596/2014) ("EU MAR") and EU Transparency Directive (2004/109/EC) ("EU Transparency") as well as equivalent provisions of UK law, including EU MAR as it forms part of retained EU law in the UK from time to time, including, where relevant, pursuant to the UK's European Union (Withdrawal) Act 2018 ("UK MAR") and the FCA Disclosure and Transparency Rules (the "DTRs").

Following the Listing and Delisting, the Company will remain subject to the provisions of the Companies Act as well as the CSE Listing Rules, EU MAR and EU Transparency, the guidance of the European Banking Authority as well as applicable provisions of the Corporate Governance Code of the CSE and the Central Bank of Cyprus Governance Directive but will cease to be subject to the UK Listing Rules as well as applicable provisions of UK MAR and the DTRs. In addition, as a result of the Listing, the Company will become subject to provisions of the Athens Exchange Rulebook, as amended from time to time (the "ATHEX Rulebook") which apply to foreign issuers.

Notwithstanding the Company's international commercial companies secondary listing on the LSE, the Company currently "complies or explains" with the UK Corporate Governance Code (as amended) (the "UK Corporate Governance Code") on a voluntary basis. Following the Listing and Delisting, the Board expects to continue to voluntarily "comply or explain" with the UK Corporate Governance Code on a transitional basis.

PART 4

Settlement and dealings in Ordinary Shares following the Listing and Delisting

1.         Introduction

Implementation of the Listing and Delisting will result in a number of changes to the way in which Ordinary Shares are traded and settled.

2.         Current position in relation to the trading and settlement of Ordinary Shares

As at the date of this Document, Shareholders are entitled to hold interests in Ordinary Shares either (a) directly on the register of members of the Company (the "Register of Members") or (b) indirectly through either (i) the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank" and the "Euroclear System") and, at their option, through CREST Depository Interests ("CDIs") issued in CREST, or (ii) depositary interests that represent Ordinary Shares which are issued and administered by Link Market Services Trustees Limited (the "Depositary") (the "DIs").

Shareholders holding their interests in Ordinary Shares indirectly through the Euroclear System in the form of CDIs can currently trade their Ordinary Shares on the LSE. Where Shareholders hold interests in Ordinary Shares through the Euroclear System and/or through CDIs, legal title to the underlying Ordinary Shares is held by Euroclear Nominees Limited ("Euroclear Nominees") as nominee for Euroclear Bank, operating as an issuer central securities depository ("CSD"). Trades in the Ordinary Shares on the LSE are currently settled in CREST without any change occurring to legal title to the Ordinary Shares as recorded on the Register of Members.

Shareholders holding their interests in Ordinary Shares indirectly through DIs ("DI Holders") can currently trade their Ordinary Shares on the CSE. Trades in Ordinary Shares on the CSE are settled on a dematerialised basis through the securities settlement system operated by the Cyprus Central Securities Depository and the Central Registry of the CSE (the "CDCR").

Shareholders holding their Ordinary Shares directly on the Register of Members need to take steps to hold their shares indirectly through the Euroclear System in the form of CDIs issued in CREST or as DIs issued by the Depositary (as applicable) in order to trade those shares on the LSE or CSE respectively.

3.         Trading and settlement of Ordinary Shares following the Listing and Delisting

Following the Listing and Delisting, Euroclear Bank will remain the issuer central securities depository or "issuer CSD" for the Company and Shareholders will remain entitled to hold their Ordinary Shares either (a) directly on the Register of Members, or (b) indirectly either (i) through the Euroclear System or (ii) in the form of DIs issued by the Depositary.

Shareholders may continue trading any of their Ordinary Shares that are held through DIs on the CSE in the same way as before the Listing and Delisting and without the need to take any further action.

Shareholders wishing to trade any of their Ordinary Shares (other than shares already held through DIs) on the CSE, following the Listing and Delisting, will need to take steps to hold their Ordinary Shares as DIs which are eligible for settlement in the CDCR. Further information on trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting is set out in Section 4 - Trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting of this Part 4 below.

Similarly, in order for Shareholders to trade their Ordinary Shares on ATHEX following the Listing, they will need to take steps to hold their Ordinary Shares via the securities depositary for ATHEX operated by the Hellenic Central Securities Depositary (the "ATHEXCSD"), which will participate as an investor CSD within the Euroclear System through a CSD links service offered by SIX SIS. Further information on trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting is set out in Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting of this Part 4 below.

Following the Listing and Delisting, Shareholders will also be able to continue to hold their Ordinary Shares indirectly through the Euroclear System though CDIs issued in CREST in the same manner as they currently do. However, following the Delisting, it will no longer be possible for Shareholders to trade their Ordinary Shares on the LSE. Shareholders holding their Ordinary Shares as CDIs who wish to trade their Ordinary Shares on the CSE or ATHEX following the Listing and Delisting will need to take steps to hold their Ordinary Shares as DIs issued by the Depositary or via the ATHEXCSD (as applicable). Further information on holding Ordinary Shares indirectly through the Euroclear System as CDIs issued in CREST following the Listing and Delisting is set out in Section 6 - Holding Ordinary Shares as CDIs following the Listing and Delisting of this Part 4 below.

The information contained in this Part 4 is based on the Company's current understanding and expectations. If there are any material changes to the procedures outlined, additional information will be made available on the Company's website, or if considered appropriate, by regulatory information service announcement.

4.         Trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting

Implementation of the Listing and Delisting is not expected to impact the current procedures for the trading and settlement of Ordinary Shares on the CSE.

Trades in Ordinary Shares on the CSE must be settled through the dematerialised securities system on the CSE (the "Cyprus DSS") on a dematerialised basis. As Ordinary Shares cannot be held on a dematerialised basis in the Cyprus DSS, the Company has established a depositary arrangement which enables Shareholders who wish to trade Ordinary Shares on the CSE to receive DIs representing Ordinary Shares. Each DI represents an entitlement to one Ordinary Share. Under the Depositary Agreement, the Depositary is appointed to provide depositary and certain other services, upon the terms of the deed poll dated 15 November 2016 (as amended), issued and executed by the Company in favour of the DI Holders and granting certain rights to the DI Holders (the "Deed Poll"), in connection with the DIs representing the Ordinary Shares. These services include the issue of DIs to holders of investor share code and securities accounts with the CSE ("CSE ISCS Accounts"), on an uncertificated basis into the Cyprus DSS and to effect transactions relating to the DIs and the Ordinary Shares to which they relate on behalf of holders of CSE ISCS Accounts directly and/or through the Depositary.

Under these arrangements, Ordinary Shares represented by DIs are issued to the Depositary, rather than to Shareholders directly and legal title to such Ordinary Shares is held by the Depositary on behalf of the Shareholder. In turn, the Depositary holds its interest in the Ordinary Shares on trust for DI Holders on the terms of the Deed Poll. Each DI Holder has an interest in the relevant Ordinary Shares but are not registered holders of such Ordinary Shares, and as such are able to enforce and exercise the rights relating to the Ordinary Shares only in accordance with the existing arrangements in place relating to the DIs.

Shareholders may continue trading any of their Ordinary Shares that are held through DIs on the CSE in the same way as before the Listing and Delisting and without the need to take any further action.

Shareholders wishing to trade any of their Ordinary Shares (other than shares held through DIs) on the CSE will continue to need to take steps to hold their Ordinary Shares as DIs which are eligible for settlement in the Cyprus DSS. Shareholders who wish to hold their interests in Ordinary Shares via DIs to be traded on the CSE are strongly encouraged to establish CSE ISCS Accounts within the Cyprus DSS and appoint one or more authorised operators on the CSE ("CSE Operators") to operate and maintain those accounts on their behalf. Shareholders who wish to hold their Ordinary Shares as DIs should complete a Depositary Interest request form and send such form to their CSE Operator or the Depositary. This form can be obtained from the Depositary by emailing EBProcessing@linkgroup.co.uk.

DI Holders who wish to trade their Ordinary Shares on ATHEX following the Listing and Delisting will need to take the steps outlined in Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting of this Part 4 below, in order to hold their Ordinary Shares via the dematerialised securities system operated by the ATHEXCSD (the "ATHEXCSD DSS").

DI Holders should be aware that the process of converting Ordinary Shares held though DIs into Ordinary Shares held through the ATHEXCSD DSS in book-entry form may take some time. As a result, DI Holders who wish to trade their Ordinary Shares on ATHEX following the Listing and Delisting are strongly encouraged to establish a relationship with one or more ATHEX members or custodian banks as authorised operators ("ATHEXCSD Participants") to operate and maintain a shares and securities account within the ATHEXCSD DSS (an "ATHEXCSD DSS Account") on their behalf in good time prior to the Listing and Delisting becoming effective and in any event prior to attempting to trade their Ordinary Shares on ATHEX.

5.         Trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting

Trades in Ordinary Shares on ATHEX must be settled through the ATHEXCSD through book-entries in a securities account operated within the ATHEXCSD DSS. On and from the Effective Date of the Listing, in order to facilitate trading and settlement of Ordinary Shares on ATHEX, the ATHEXCSD will participate as an investor CSD in the Euroclear System via a CSD links service provided by SIX SIS. As a result, trades of Ordinary Shares on ATHEX will be settled exclusively within the ATHEXCSD, without any change in the book-entries recorded in the Euroclear System or any change to the Register of Members.

Shareholders who wish to trade their Ordinary Shares on ATHEX following the Listing will need to take steps to hold their Ordinary Shares via the ATHEXCSD. This will require Shareholders to establish an ATHEXCSD DSS Account and appoint one or more ATHEXCSD Participants to operate and maintain their ATHEXCSD DSS Account on their behalf.

Shareholders who wish to open an ATHEXCSD DSS Account should appoint one or more ATHEXCSD Participants to open and maintain ATHEXCSD DSS Accounts on their behalf. All Ordinary Shares through the ATHEXCSD DSS in book-entry form are recorded in the ATHEXCSD DSS and all relevant transfers settled through the ATHEXCSD DSS are monitored through the relevant ATHEXCSD DSS Accounts. ATHEXCSD, as the administrator of the ATHEXCSD DSS, will (directly or indirectly) maintain a position of Ordinary Shares in a securities account with SIX SIS which corresponds to the aggregate number of Ordinary Shares held through the ATHEXCSD DSS in book-entry form.

To enable Shareholders to trade their Ordinary Shares as soon as possible following the Listing, Shareholders are strongly encouraged to establish a relationship with an eligible ATHEXCSD Participant to operate and maintain an ATHEXCSD DSS Account on their behalf in good time prior to the Listing becoming effective. Shareholders will be entitled to direct the transfer of their Ordinary Shares into the ATHEXCSD to be held on their behalf through ATHEXCSD Participants from the business day after the ATHEX Listing Committee approves the Listing (i.e. 18 September 2024). Shareholders are encouraged to contact their investment manager, custodian, financial adviser or other financial intermediary as soon as possible in order to determine what steps they will need to complete in order to establish an ATHEXCSD DSS Account operated on their behalf by ATHEXCSD Participants.

Shareholders holding their Ordinary Shares via the ATHEXCSD will be entitled to direct the exercise of the rights attaching to their Ordinary Shares in accordance with the ATHEXCSD Central Securities Depository Rulebook of the Hellenic Central Securities Depository, as amended from time to time (the "ATHEXCSD Rulebook"), a copy of which is available at https://www.athexgroup.gr. Shareholders are strongly encouraged to familiarise themselves with the terms and conditions of the ATHEXCSD Rulebook and the applicable requirements and deadlines for taking actions in respect of corporate actions.

Shareholders holding their Ordinary Shares via the ATHEXCSD who wish to trade their Ordinary Shares on the CSE following the Listing and Delisting will need to take the steps outlined in Section 4 - Trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting of this Part 4 above, in order to hold their Ordinary Shares as DIs which are eligible for settlement in the Cyprus DSS.

Shareholders holding their Ordinary Shares via the ATHEXCSD in book-entry form should be aware that the process of converting such Ordinary Shares into Ordinary Shares held though DIs may take some time. As a result, Shareholders holding their Ordinary Shares via the ATHEXCSD who wish to trade their Ordinary Shares on the CSE following the Listing and Delisting are strongly encouraged to establish a relationship with an eligible CSE Operator to operate and maintain a CSE ISCS Account on their behalf in good time prior to the Listing and Delisting becoming effective and in any event prior to attempting to trade their Ordinary Shares on the CSE.

6.         Holding Ordinary Shares as CDIs following the Listing and Delisting

Following the Delisting, Shareholders will continue to be entitled to hold their Ordinary Shares indirectly through the Euroclear System in the form of CDIs issued in CREST. It is expected that, subject to continued compliance with the CREST International Manual (and, in particular, the CREST Deed Poll set out in the CREST International Manual) and the CREST Terms and Conditions issued by EUI, such Shareholders will continue to be entitled to direct the exercise of rights relating to their Ordinary Shares in substantially the same manner as is currently the case. However, following the Delisting, Shareholders holding their Ordinary Shares via CDIs ("CDI Holders") will no longer be entitled to trade their Ordinary Shares on the LSE.

CDI Holders who wish to trade their Ordinary Shares on the CSE following the Listing and Delisting will need to take the steps outlined in Section 4 - Trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting of this Part 4 above, in order to hold their Ordinary Shares as DIs which are eligible for settlement in the Cyprus DSS.

Similarly, CDI Holders who wish to trade their Ordinary Shares on ATHEX following the Listing and Delisting will need to take the steps outlined in Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting of this Part 4 above, in order to hold their Ordinary Shares via the ATHEXCSD DSS.

CDI Holders should be aware that the process of converting their Ordinary Shares held though CDIs into Ordinary Shares held though DIs or through the ATHEXCSD DSS in book-entry form may take some time. As a result, CDI Holders who wish to trade their Ordinary Shares on the CSE or ATHEX following the Listing and Delisting are strongly encouraged to establish a relationship with an eligible CSE Operator or ATHEXCSD Participant (as applicable) to operate and maintain a CSE ISCS Account or an ATHEXCSD DSS Account (as applicable) on their behalf in good time prior to the Listing and Delisting becoming effective and in any event prior to attempting to trade their Ordinary Shares on the CSE or ATHEX.

7.         Holding Ordinary Shares directly on the Register of Members following the Listing and Delisting

Following the Listing and Delisting, Shareholders will continue to be entitled to hold their Ordinary Shares directly on the Register of Members. Subject to and conditional upon the passing of Resolution 2 by the requisite majority of Shareholders at the EGM, all Ordinary Shares held directly on the Register of Members will be held in dematerialised form with effect from the Listing.

Holders of Ordinary Shares directly on the Register of Members who wish to trade their Ordinary Shares on the CSE following the Listing and Delisting will need to take the steps outlined in Section 4 - Trading and settlement of Ordinary Shares on the CSE following the Listing and Delisting of this Part 4 above, in order to hold their Ordinary Shares as DIs which are eligible for settlement in the Cyprus DSS.

Similarly, holders of Ordinary Shares directly on the Register of Members who wish to trade their Ordinary Shares on ATHEX following the Listing and Delisting will need to take the steps outlined in Section 5 - Trading and settlement of Ordinary Shares on ATHEX following the Listing and Delisting of this Part 4 above, in order to hold their Ordinary Shares via the ATHEXCSD DSS.

Registered holders of Ordinary Shares should be aware that the process of converting their Ordinary Shares to DIs or Ordinary Shares held through the ATHEXCSD DSS in book-entry form may take some time. As a result, holders of Ordinary Shares directly on the Register of Members who wish to trade their Ordinary Shares on the CSE or ATHEX following the Listing and Delisting are strongly encouraged to establish a relationship with an eligible CSE Operator or ATHEXCSD Participant (as applicable) to operate and maintain a CSE ISCS Account or an ATHEXCSD DSS Account (as applicable) on their behalf in good time prior to the Listing and Delisting becoming effective and in any event prior to attempting to trade their Ordinary Shares on the CSE or ATHEX.

PART 5

Summary of the tax consequences under Irish, Cyprus, Greek, UK and US laws

The statements in this Part 5 do not constitute tax advice and are intended only as a general guide to certain Irish, Cyprus, Greek, UK and US tax implications arising from the implementation of the delisting from LSE and subsequent listing on ATHEX, at the level of Shareholders and should not be considered as a detailed analysis of all potential tax consequences in connection with the Listing and Delisting and/or its implementation. The statements included herein are based on the current applicable laws in the relevant jurisdictions involved and what is understood to be the current tax practice of the tax authorities in such jurisdictions as at the Latest Practicable Date, both of which may potentially be amended, possibly with retroactive effect.

The Shareholders who are in any doubt with regard to their tax position and/or who may be subject to tax in their jurisdiction are strongly recommended to consult their own professional advisers.

1.         Ireland Taxation

The following is a general summary of the material Irish tax considerations applicable to Shareholders who are the ultimate owners of the Ordinary Shares and who are not associated with the Company (otherwise than by virtue of the holding of the Ordinary Shares and hold less than 50% of the Ordinary Shares). References to "Shareholders" in this summary should be read accordingly. This summary does not apply to Shareholders who are resident in Ireland for tax purposes or who carry on a trade in Ireland through a permanent establishment to which their Ordinary Shares are attributable.

This summary is based on existing Irish tax laws and our understanding of the practices of the Irish Revenue Commissioners ("Irish Revenue") as of the Latest Practicable Date and may be subject to change.

The following summary does not constitute tax advice and is intended only as a general guide. The following summary is not exhaustive and Shareholders should consult their own tax advisers about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions), which may arise as a result of the Listing and Delisting and the acquisition, ownership and disposition of the Ordinary Shares in the future. Furthermore, the following summary applies only to Shareholders who beneficially hold their Ordinary Shares as an investment and does not apply to all categories of Shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes, pension funds or Shareholders who have, or who are deemed to have, acquired their Ordinary Shares by virtue of an office or employment and such persons may be subject to special rules.

1.1       Capital Gains Tax ("CGT")

Shareholders should not be liable to Irish CGT as a result of the Listing and Delisting, on the basis that the Listing and Delisting should not be treated as giving rise to a disposal of the Ordinary Shares for CGT purposes.

1.2       Dividends Withholding tax ("DWT")

Irish DWT should not arise as a result of the Listing and Delisting.

Following the Listing and Delisting, the Company will remain resident for tax purposes in Cyprus and as such, no Irish DWT should apply to dividends paid by the Company.

1.3       Irish Encashment Tax

Irish encashment tax will be required to be withheld at the standard rate of income tax (currently 25%) from any dividends paid by the Company, where such dividends are entrusted to a bank or encashment agent in Ireland (i.e. a paying agent) for payment to any Irish tax resident Shareholder and paid over to Irish Revenue. The obligation to withhold encashment tax is on the banker, broker or paying agent ("Chargeable Person"). An exemption from the obligation to deduct encashment tax applies for non-Irish tax resident Shareholders who have completed and furnished a declaration (Form1FD) to the Chargeable Person.

1.4       Irish stamp duty

(a)     General

The rate of stamp duty payable (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

No stamp duty should be payable on the delisting of the Ordinary Shares from the LSE and/or listing of the Ordinary Shares on ATHEX pursuant to the Listing and Delisting.

(b)     Transfers of Ordinary Shares held directly on the Register of Members

Transfers of Ordinary Shares held directly on the Register of Members will (unless exempted) be subject to Irish stamp duty at the rate of 1% on the consideration paid or market value of the Ordinary Shares being transferred, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

The transferee must file a stamp duty return with Irish Revenue in order to pay stamp duty. Any applicable stamp duty is paid as part of the process of filing the return.

(c)     Transfers of Ordinary Shares through the CREST

Electronic transfers of Ordinary Shares through the CREST will, unless exempted, be subject to Irish stamp duty at the rate of 1% on the consideration paid or market value of the Ordinary Shares being transferred, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

Any applicable stamp duty is collected and paid through the CREST.

(d)     Trading Ordinary Shares on ATHEX or on CSE

There is currently no integrated mechanism for the collection and administration of stamp duty on electronic transfers of Ordinary Shares on the CSE, which are settled through the securities settlement system operated by the Central Securities Depository and the Central Registry of the CSE (the "CDCR") or electronic transfers of Ordinary Shares on ATHEX which are settled through the securities depositary for ATHEX operated by the Hellenic Central Securities Depositary S.A. (the "ATHEXCSD"). The current practice of Irish Revenue has not been to collect or pursue stamp duty on electronic transfers where such a mechanism is not in place. As a result, whilst there is an argument that stamp duty applies to electronic transfers of Ordinary Shares, where such transfer results in a change of beneficial ownership or is effected in contemplation of a sale, based on the above practice of Irish Revenue, it is likely that no stamp duty will be collected on such transfers conducted on the CSE or ATHEX. Whilst Irish Revenue's standing practice is open to change, we are not currently aware of any plans to change the current practice or to develop and implement an integrated collection mechanism in respect of electronic transfers of Ordinary Shares on the CSE or ATHEX.

(e)     Transfers of Ordinary Shares from ATHEX to CSE following the Listing

The transfer of the Ordinary Shares (from the relevant EB Participant's account) to the Depositary and the issuance of DIs into the Cyprus DSS (to the relevant securities account within the CSE designated by the former holder of Ordinary Shares) should not attract Irish stamp duty, provided that (i) there is no change in the beneficial ownership of such Ordinary Shares as a result of the transfer; and (ii) the transfer to the Depositary is not effected in contemplation of a sale of such Ordinary Shares by a beneficial owner to a third party.

There is currently no integrated mechanism for the collection and administration of stamp duty on electronic transfers of Ordinary Shares on the CSE which are settled through the securities settlement system operated by the CDCR or electronic transfers of Ordinary Shares on ATHEX which are settled through the ATHEXCSD. The current practice of Irish Revenue has not been to collect or pursue stamp duty on electronic transfers where such a mechanism is not in place. As a result, whilst there is an argument that stamp duty applies to electronic transfers of Ordinary Shares where such transfer results in a change of beneficial ownership or is effected in contemplation of a sale, based on the above practice of Irish Revenue, it is likely that no stamp duty will be collected on such transfers where they are conducted on the CSE or ATHEX. Whilst Irish Revenue's standing practice is open to change, we are not currently aware of any plans to change the current practice or to develop and implement an integrated collection mechanism in respect of electronic transfers of Ordinary Shares on the CSE or ATHEX.

Due to the potential Irish stamp charge on certain transfers of Ordinary Shares held outside of the Cyprus DSS, Shareholders may wish to consult their own tax advisor in respect of the election to be made by them in the Depositary Interest request form.

(f)      Transfers of Ordinary Shares from CSE to ATHEX following the Listing

The cancellation and removal of the DIs from the Cyprus DSS and the transfer of the underlying Ordinary Shares to the Euroclear Bank account designated by the former DI Holder to be held via the ATHEXCSD, should not attract stamp duty, provided that (i) there is no change in the beneficial ownership of such Ordinary Shares as a result of the transfer; and (ii) the transfer into the relevant EB Participant account is not effected in contemplation of a sale of such Ordinary Shares by a beneficial owner to a third party.

Electronic transfers of Ordinary Shares within the Euroclear System may, unless exempted, be subject to Irish stamp duty at the rate of 1% on the consideration paid or market value of the Ordinary Shares being transferred, whichever is greater. Such transfers should however not attract Irish stamp duty if (i) there is no change in the beneficial ownership of such Ordinary Shares as a result of the transfer; and (ii) the transfer between Euroclear Bank accounts is not effected in contemplation of a sale of such Ordinary Shares by a beneficial owner to a third party. Where Irish stamp duty arises, it is generally a liability of the transferee.

Due to the potential Irish stamp charge on transfers of Ordinary Shares held outside of the ATHEXCSD, Shareholders may wish to consult their own tax advisor in respect of any tax election to be made by them when transferring their shares.

2.         Cyprus Taxation

The following is a general summary of the material Cyprus tax considerations applicable to Shareholders. This summary is based on existing Cyprus tax laws and our understanding of the practices of the Cyprus Tax Department as of the Latest Practicable Date and may be subject to change.

2.1       Capital Gains Tax ("CGT")

Shareholders should not be liable to capital gains tax in Cyprus as a result of the Listing and Delisting on the basis that, the Listing and Delisting should not be treated as giving rise to a disposal of the Ordinary Shares for CGT purposes.

2.2       Withholding Tax ("WHT")

No WHT should arise as a result of the Listing and Delisting.

Cyprus does not levy any WHT on dividend payments made to non-Cyprus tax resident companies (other than the below companies) or to individuals who are not considered to be domiciled in Cyprus. In addition, no WHT is imposed on dividend payments made between Cyprus tax resident companies, as per the Special Contribution to the Defence Fund of the Republic Law of 117(I)/2002, as amended (the "SDC Law").

WHT at the rate of 17% is applied on the amount of dividends paid by a Cyprus tax resident company to a company which is a tax resident in a jurisdiction included in the EU list of non-cooperative jurisdictions for tax purposes (the "EU List"), or to a company incorporated or registered in a jurisdiction included in the EU List and not considered to be tax resident in another jurisdiction which is not included in the EU List. The above does not apply to dividends paid in relation to securities listed on a recognised stock exchange, and both CSE and ATHEX are considered to be recognised stock exchanges. WHT at the rate of 17% is applied on the amount of dividends paid by a Cyprus tax resident company to Cyprus tax resident and domiciled individual Shareholders. The above mentioned WHT is the special contribution for defence tax ("SDC").

In addition, the dividends to be paid to an individual who is tax resident in Cyprus, irrespective whether domiciled or non-domiciled in Cyprus is subject to 2.65% withholding pursuant to the provisions of the General Healthcare System Law ("GHS Law").

The above comments in relation to the withholding of SDC and General Healthcare System contributions ("GHS") on dividend payments will not be applicable, since the Company obtained a confirmation from the Cyprus Tax Department through an advance tax ruling that:

1.         any dividend payments made in relation to the Ordinary Shares which are listed on ATHEX, including companies that are tax residents in a jurisdiction included in the EU List or which are incorporated or registered in a jurisdiction included in the EU List and are not resident in another jurisdiction that is not included in the EU List, shall be exempt from any withholding tax (SDC) obligations at the level of the Company;

2.         any dividend payments made in relation to the Ordinary Shares which are listed on CSE shall be exempt from any withholding tax (SDC) obligations at the level of the Company, if such dividend payments are made to Shareholders who are companies which are tax residents in a jurisdiction included in the EU list or which are incorporated or registered in a jurisdiction included in the EU List and are not resident in another jurisdiction that is not included in the EU List;

3.         there is no obligation for the Company to withhold GHS upon distribution of dividends to the Shareholders who are Cyprus tax resident individuals and own the Ordinary Shares listed and traded on ATHEX; and

4.         in case the Shareholders are Cyprus tax resident individuals and own the Ordinary Shares listed and traded on ATHEX, it should be the sole responsibility and obligation of such individuals to pay SDC and GHS on the dividend income via self-assessment.

2.3       Taxation of Dividends

(a)     Non-Cyprus Tax Residents

Persons (both natural and legal, other than the companies which are tax residents in a jurisdiction included in the EU List, or to a company incorporated or registered in a jurisdiction included in the EU List and not considered to be tax resident in another jurisdiction which is not included in the EU List) who are not tax resident for tax purposes in Cyprus pursuant to the provisions of the Cyprus law applicable to income tax should not be liable to any charge for SDC.

In addition, individuals who are not tax resident for tax purposes in Cyprus pursuant to the provisions of the GHS Law should not be liable for GHS.

(b)     Cyprus tax resident individuals

A Cyprus tax resident Shareholder will not be subject to Cyprus personal income tax on dividends received from the Company. However, if such dividend payments are made to a Cyprus tax resident and domiciled Shareholder, they will be subject to SDC (please refer to WHT in paragraph 2.2 above).

The term "domiciled in Cyprus" is defined in the SDC Law as an individual who has a Cyprus domicile of origin in accordance with the Wills and Succession Law, Cap 195 (the "Wills and Succession Law") (i.e. the domicile of the father at the time of birth) but it does not include:

(i)         an individual who has obtained and maintained a domicile of choice outside Cyprus in accordance with the Wills and Succession Law, provided that such an individual has not been a tax resident of Cyprus for a period of 20 consecutive years preceding the tax year; or

(ii)        an individual who has not been a tax resident of Cyprus for a period of 20 consecutive years prior to the introduction of the SDC Law.

Notwithstanding the above, an individual who has been a tax resident of Cyprus for at least 17 years out of the last 20 years prior to the relevant tax year, will be considered to be "domiciled in Cyprus" and as such be subject to SDC regardless of their domicile of origin.

Finally, the dividends received by an individual who is tax resident in Cyprus, irrespective of whether they are domiciled or non-domiciled is subject to 2.65% withholding pursuant to the provisions of the GHS Law.

(c)     Cyprus tax resident companies

A Cyprus tax resident Shareholder will not be subject to Cyprus corporate income tax on dividends received from the Company. Such dividend payments will not be subject to SDC (please refer to WHT in paragraph 2.2 above).

2.4       Stamp Duty ("SD")

No SD implications should arise as a result of the Listing and Delisting, since the Ordinary Shares are in a non-Cyprus company (i.e. Irish shares).

3.         Greece Taxation

The following is a general summary of the material Greek tax considerations applicable to Shareholders. This summary is based on existing Greek tax regime as of the Latest Practicable Date and may be subject to change.

3.1       Capital Gains Tax ("CGT")

Shareholders should not be liable to capital gains tax as a result of the Listing and Delisting on the basis that the Listing and Delisting should not be treated as giving rise to a disposal of the Ordinary Shares for CGT purposes and as such no capital gain is expected to arise at the level of Shareholders.

Subsequent to the listing on ATHEX

(a) Greek tax resident individuals

As a general remark, whether a Greek tax resident private individual Shareholder disposes of participations in a Greek or foreign company, any capital gain arising from the transfer is, in principle, subject to CGT at a 15% rate. If the disposed shares belong to a listed entity, CGT would be imposed only insofar as the said Greek private individual holds shares which correspond to at least 0.5% of the listed company's share capital.

Capital gain is defined as the difference between the shares' acquisition and sale price. Any expenses closely connected with the acquisition or sale of the shares (e.g. fees paid to ATHEX, shares' sale tax, etc.) are taken into account in order to determine the capital gain. In case of the Ordinary Shares and for the determination of capital gain, the acquisition and the sale price are determined by the corresponding documents issued by the competent body (e.g. the brokerage company etc.).

A Greek tax resident individual must declare said capital gain income in their annual tax return, irrespective of whether their income is subject to tax or not.

(b) Greek tax resident legal persons and legal entities

In the event that a Greek tax resident legal person or legal entity shareholder disposes of shares, the relevant capital gain will be classified as "business profit", taxable in principle at the standard 22% corporate income tax ("CIT") rate, alongside all other income streams. The same treatment would apply to foreign tax resident legal persons or entities with a Greek permanent establishment to which the relevant shares and corresponding profit are attributed.

Capital gain is defined as the difference between the shares' acquisition and sale price. Any expenses closely connected with the acquisition or sale of the shares (e.g. fees paid to ATHEX, shares' sale tax etc.) are taken into account in order to determine the capital gain. In the case of the Ordinary Shares and for the determination of capital gain, the acquisition and the sale price are determined by the corresponding documents issued by the competent body (e.g. the brokerage company etc.).

Pursuant to art. 48A of Greek Income Tax Code ("GITC"), CGT relief can be applied on the condition that the following prerequisites are met (participation exemption regime):

(i)         the legal entity whose shares are disposed of (i.e. the Company) is included in Directive 2011/96/EU, is an EU tax resident and is subject to tax as described in Directive 2011/96/EU as is the case at hand;

(ii)        the receiving entity has at least a 10% participation right in the payer entity; and

(iii)       the shares should be held for at least 24 months.

Lastly, it is noted that specific categories of taxpayers may be subject to taxation under specific rules, depending on the exact status and characteristics at hand (e.g. UCITS etc).

3.2       Sales Tax

According to article 9 para. 2 of L. 2579/1998, a tax ("Sales Tax") at a rate of 1‰ (0.1%) is imposed on the sales of shares listed on a regulated market or a multilateral trading facility operating in Greece pursuant to L. 4514/2018, such as ATHEX. The Sales Tax is imposed irrespective of whether the relevant transactions are carried out inside or outside the aforementioned trading venues. Sales Tax is not imposed in cases where an exemption is provided by specific legislative provisions. In addition, Sales Tax is calculated on the sale value of the shares and is borne by the seller. If no price is recorded, the tax shall be calculated on the closing price of the security on the day of the transaction.

Sales Tax on transactions that are settled within the ATHEXCSD are calculated by the ATHEXCSD and are notified to its participants on a daily basis. The participant is liable to pay the Sales Tax through the ATHEXCSD, based on the procedure prescribed in article 9 para. 2 of L. 2579/1998.

Further to the above and for completeness purposes, pursuant to article 9 para. 2 of L. 2579/1998, Sales Tax is also imposed on the sale of shares listed on a regulated market or a multilateral trading facility operating abroad, or on other internationally recognised stock exchange institutions, regardless of whether the relevant transactions are settled within or outside the aforementioned trading venues, if the sellers are Greek tax residents or non-Greek companies having a permanent establishment in Greece. In such a case, Sales Tax is paid by the seller itself to the competent tax office in Greece.

Exceptionally, Sales Tax is not imposed when the sales are carried out on a foreign stock exchange with which ATHEX has established a common electronic trading system and provided that such sales are subject to a similar tax in the foreign country.

3.3       Withholding Tax ("WHT")

No WHT should arise as a result of the Listing and Delisting.

3.4       Taxation of dividends

Generally, Greek tax residents are taxed in Greece on their worldwide income, either domestic or foreign sourced (art. 3 par. 1 of GITC). In this context, Shareholders who are Greek tax residents will be taxed for the dividends distributed by the Company as foreign sourced income, as follows:

(a)     Greek tax resident individuals

In case the income beneficiary is a Greek tax resident individual, the income (i.e. dividends) must be included in their annual income tax return and shall be taxed as capital income at a tax rate of 5%.

(b)     Greek tax resident legal persons and legal entities

In case the income beneficiary is a Greek tax resident legal person or legal entity, the income (i.e. dividends) will be classified as "business profit" (art.47 par.2 of GITC) and taxed along with any other relevant business profit incurred within the tax year at the standard 22% CIT rate.

Dividends distributed to a Greek tax resident legal person or legal entity may be exempt from CIT on the basis of the Parent Subsidiary Directive (the "PSD"), as transposed into art. 48 of the GITC, as long as:

(i)         the type of the distributing company is included in the Annex I Part A of the PSD, is a tax resident of an EU country and is not considered as a third country (non-EU) resident, while it is subject to one of the taxes provided for by the PSD (i.e. income tax);

(ii)        the Greek tax resident legal person or legal entity has at least a 10% participation right in the payer entity; and

(iii)       for at least 24 months (if the holding period is not met, an exemption may still be granted provided that a bank letter guarantee equal to the amount of tax to be exempt has been provided to the Greek tax authorities).

If the above conditions are met, the dividend amounts received shall be recorded in a special reserve account of the Greek legal person or legal entity, irrespectively of whether or not the latter has tax profits at year end. The amount of this reserve will principally be subject to a 5% WHT upon its distribution or capitalization, unless other exemptions apply.

In case that the participation exemption regime applies, expenses related to the participation (such as notary public fees, loan interest expenses etc.) may not, under certain conditions, be tax deductible.

3.5       Stamp Duty ("SD")

No SD implications should arise as a result of the Listing and Delisting.

4.         United Kingdom Taxation

The following is a general summary of the material UK tax considerations applicable to Shareholders. This summary is based on existing UK tax law and practice published by His Majesty's Revenue and Customs ("HMRC") as of the Latest Practicable Date and may be subject to change.

4.1       Capital Gains Tax ("CGT")

No CGT on the delisting of the Ordinary Shares from the LSE or the listing of the Ordinary Shares on ATHEX should arise on the basis that there is no change in the beneficial ownership of the Ordinary Shares, and since under law of the CDI issuing jurisdiction, the holder is treated as the beneficial owner of the underlying Ordinary Shares.

This is on the basis that where the owner of the CDIs converts these into the underlying Ordinary Shares there is no change in ownership of those Ordinary Shares and so no disposal of the Ordinary Shares. However, there would be a disposal of the CDI instrument itself, but since no consideration is received by the Shareholders for the disposal of the CDI no chargeable gain should arise.

4.2       Withholding Tax ("WHT")

No WHT should arise as a result of the Listing and Delisting.

4.3       Taxation of dividends

The Listing and Delisting is not expected to have any impact on the taxation of dividends by UK Shareholders.

(a)     UK tax resident individuals

UK resident individual Shareholders are entitled to a tax-free £5,000 dividend allowance. Dividend income in excess of the dividend allowance should be taxed at 7.5% for a UK tax resident individual who is subject to income tax at the basic rate, 32.5% for a UK tax resident individual who is subject to income tax at the higher rate and 38.1% for a UK tax resident individual who is subject to income tax at the additional rate. Any dividend income within the £5,000 allowance should still count as taxable income for determining the basic, higher and additional rate thresholds.

(b)     UK tax resident companies

Dividends received by corporate Shareholders resident for tax purposes in the UK, will be subject to CIT on dividends paid by the Company, unless the distribution is exempt. Each corporate Shareholder's position will depend on its own individual circumstances although it would normally be expected that the dividends paid by the Company would fall within an exempt class. Shareholders are advised to seek specific advice on this when completing their UK corporation tax returns.

4.4       Stamp Duty ("SD") and Stamp Duty Reserve Tax ("SDRT")

No SD or SDRT implications should arise as a result of the Listing and Delisting, since the Company is incorporated in Ireland, its Register of Members is not kept in the UK and its Ordinary Shares are not paired with UK ordinary shares.

No UK stamp duty implications should arise as a result of the proposed transfer of the Ordinary Shares from CREST to Euroclear Bank for the purposes of being listed on ATHEX.

5.         US Taxation

5.1       US Federal Income Taxation ("US FIT")

The Listing and Delisting is not expected to give rise to any adverse US FIT tax implications to US Shareholders. This is because the Listing and Delisting is not expected to be treated as a realization event for US FIT purposes, a prerequisite to US federal income taxation.

If the US Shareholders take additional steps to exchange their CDIs into another type of share or security and depending on the specific mechanism chosen for such steps, the exchange should be revisited to assess whether; (i) it is a realization event that could give rise to US federal income taxation; and (ii) if a realization event, whether the exchange potentially could qualify as tax-free. An analysis of any such future exchange is beyond the scope of this Document. We recommend that each US Shareholder obtains US FIT advice prior to undertaking any such future exchange.

Realization event as a requirement for US FIT

The realization requirement is a fundamental principle in US tax law that determines when a taxpayer must recognise income or loss for tax purposes. Under this requirement, income is generally recognised only when a taxpayer engages in a transaction that results in a change in the form or substance of an investment, such as the sale or exchange of an asset, which allows the taxpayer to measure and liquidate the gain or loss from that transaction. That is, the property must be converted into cash, or exchanged for other property that differs materially in kind or in extent. The realization event is the trigger that causes the taxpayer to include the gain or loss in taxable income.

The Listing and Delisting should not constitute a realization event for US FIT purposes because (i) US Shareholders who held CDIs immediately before the Listing and Delisting will continue to hold the same CDIs immediately after the Listing and Delisting; and (ii) before and after the Listing and Delisting, each CDI continues to reflect a beneficial ownership interest in the same underlying Ordinary Shares. The Ordinary Shares themselves are not being sold or exchanged rather, the platform on which the Ordinary Shares are traded is being changed.

Furthermore, the Shareholders are not receiving any cash or other property that could be measured for gain or loss. The legal and economic rights associated with the Ordinary Shares remain the same, and the Shareholders' relationship with their property (i.e. the Ordinary Shares) does not fundamentally change as a result of the Listing and Delisting. Therefore, under the principles discussed, the Listing and Delisting should not trigger a realization event that would lead to the recognition of income for US FIT purposes.

5.2       Taxation of dividend income paid out of US earnings and profits

For US Tax purposes, a distribution of property by a corporation is treated as:

(a)        firstly, as a dividend to the extent of the distributing company's current and accumulated earnings and profits ("E&P");

(b)        secondly, as a non-taxable return of the shareholder's US tax basis (but not below zero); and

(c)        lastly, as capital gain to the extent that the distribution exceeds both E&P and US tax basis. Current year E&P is determined as of the end of the taxable year regardless of the timing of the distribution itself and without any reduction for any distributions made in the current year. Further, dividends are considered made first from current year E&P.

Neither the US Internal Revenue Code nor the regulations define the term "earnings and profits", and general corporate law does not incorporate a similar or analogous concept from which a definition could be drawn. In addition, legislative history provides little or no guidance. Thus, the computation of a corporation's E&P often presents considerable difficulty, especially for a corporation that has undergone multiple reorganisations or other transactions requiring adjustments to E&P. Judicial authorities, however, have broadly defined the term "earnings and profits" as an economic concept used by the tax law to "approximate a corporation's power to make distributions that are more than just a return of investment".

The US generally taxes its citizens, residents and domestic corporations on all their income regardless of where it is earned, i.e. on a worldwide basis. As such, dividends received by US individuals and US corporations are generally subject to US tax. Note that a foreign tax credit ("FTC") may be available to offset such US tax, subject to certain limitations.

Note that the Company has been assumed to not be a Passive Foreign Investment Company ("PFIC") for US tax purposes, any distribution should not be subject to US tax under the PFIC excess distribution regime.

5.3       US individual shareholders

Dividends received by US individual Shareholders from the Company should be subject to US tax and may qualify for a preferential US statutory rate if the dividends meet the definition of qualified dividend income ("QDI"). A dividend should be treated as QDI if it is received by a US individual Shareholder from a qualified foreign corporation ("QFC"). A QFC is generally defined as any non-US corporation that is eligible for the benefits of a comprehensive income tax treaty with the US, that the US tax authorities determine is satisfactory for the purposes of this provision and that includes an exchange of information program. The Internal Revenue Service has published a notice that includes a list of approved treaties that includes the US Double Tax Treaty with the Republic of Cyprus (the "Treaty"). The notice contains an additional requirement that effectively requires the payor corporation (i.e. the Company) to qualify for benefits of the applicable US double tax treaty (i.e. the Treaty), even if such payor corporation does not derive US source income. Accordingly, in order to determine whether the Company qualifies as a QFC (thereby according to the US individual Shareholders a preferential rate on dividends received from the Company), it must be determined whether the Company would qualify for benefits under the Treaty.

In order to determine whether the Company would qualify for benefits under the Treaty, the Company must:

(a)        meet the definition of a Cyprus resident as defined in the Treaty; and

(b)        satisfy one of the tests included in the limitation on benefits ("LOB") article of the Treaty. An LOB article is included in most modern US double tax treaties and is aimed to prevent so-called "treaty shopping" by limiting the availability of treaty benefits to residents with sufficient presence in the residence country, based on their legal nature, ownership and/or activities.

A resident of Cyprus includes a Cyprus corporation, which is an entity treated as a body corporate for tax purposes under the laws of Cyprus, which is resident in Cyprus for the purposes of Cyprus tax. The Company is an entity treated as a body corporate for tax purposes under the laws of Cyprus and is resident in Cyprus for the purposes of Cyprus tax, therefore the Company should qualify as a resident of Cyprus for purposes of the Treaty, notwithstanding the fact that it is legally incorporated in Ireland.

The next step is to determine if the Company would meet the requirements of the LOB article of the Treaty. Unlike most LOB articles in US double tax treaties, the Treaty contains a single ownership/base erosion test and a principal purpose test. The ownership/base erosion test includes both an ownership prong and a base erosion prong.

Under this test, a Cyprus company may qualify if:

(a)        the Cyprus company is greater than 75% owned, directly or indirectly, by one or more individual residents of Cyprus; and

(b)        the gross income of the Cyprus company is not used in substantial part, directly or indirectly, to make deductible payments to persons who are not US or Cyprus residents.

Note that the ownership prong of the test is presumed satisfied if the company is substantially traded on a 'recognized stock exchange'. An exchange will be a 'recognized exchange' only if so, designated by agreement of the competent authorities. Note that the Treaty was concluded in 1984 (before the creation of the CSE in 1996) and as such, the Technical Explanation to the Treaty acknowledges that the CSE did not exist at that time. The Technical Explanation states that if and when a stock exchange is established in Cyprus, the competent authorities will, at that time, consider whether the listing and trading frequency requirements of the exchange are sufficient for it to be a 'recognized exchange' for purposes of the Treaty. To date, no such competent authority agreement has been arranged. As such, it is unclear whether the continued listing of the Ordinary Shares on the CSE is sufficient for the Company to satisfy the ownership prong of the test, given we have assumed its current shareholding structure does not satisfy the 75% ownership requirement.

Under the principal purpose test, a company that fails the ownership based test may still qualify for benefits under the LOB article if it is determined that the establishment, acquisition and maintenance of the company and the conduct of its operations did not have a principal purpose of obtaining benefits under the Treaty. This principal purpose test is a facts and circumstances analysis and recognises that there are bona fide business reasons for a Cyprus entity to be owned by non-US and non-Cyprus residents. The Technical Explanation to the Treaty contains a few examples of cases that are not inconsistent with the objectives of the Treaty, including if a Cyprus company owned by residents of third countries conducts business operations in Cyprus and holds investments in the US, or engages in business activities in the US, which are related or incidental to those business activities. The Technical Explanation contains a couple of other examples and further acknowledges that the test could be satisfied in other ways. Accordingly, if the Company was successful in demonstrating that it does not maintain a Cyprus tax residence with the principal purpose of obtaining Treaty benefits, the Company could be entitled to benefits under the Treaty.

If the Company was eligible for Treaty benefits and thus met the definition of a QFC, US individual Shareholders could be eligible for the preferential rate on QDI received from the Company. Such QDI would be subject to the graduated CGT rates with a maximum rate of 20% (depending on the applicable rate to each individual shareholder). Note that an additional 3.8% net investment income tax may also apply to certain individual Shareholders. In addition, US state and local taxes may also be imposed and vary by state.

A direct FTC may be available to the extent Cyprus levies withholding tax on such dividends, subject to certain limitations.

5.4       US corporate Shareholders

Dividends received by US corporate Shareholders should generally be subject to US tax at ordinary graduated income rates, with a maximum US tax rate of 21%. Note that US state and local income taxes may also apply to such dividend income.

A direct FTC may be available to the extent Cyprus levies WHT on such dividends, subject to certain limitations. Further, in the case of a greater than 10% (by vote) US corporate Shareholder, an indirect FTC may be available for underlying taxes paid by the Company, subject to certain limitations.

PART 6

Explanation of the proposed amendments to the Existing Articles

PART 7

Definitions

The following definitions apply in this Document unless the context otherwise clearly requires:

PART 8

Notice of the Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting ("EGM") of Bank of Cyprus Holdings Public Limited Company (the "Company") will be held at the Company's Headquarters (51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus) on 13 September 2024 at 11:00 a.m. (Cyprus time). Shareholders in Ireland may participate in the EGM by audio link at the registered office of the Company, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at the same time as the EGM, (i.e. commencing at 9:00 a.m. Irish time on 13 September 2024).

The EGM will consider and, if thought fit, approve the following resolutions:

As an Ordinary Resolution:

"That the admission to listing for trading of all of the ordinary shares of the Company in issue from time to time, each with a nominal value of €0.10, on the Main Market of the Regulated Securities Market of the Athens Stock Exchange, in accordance with Greek law no. 3371/2005 (the "Listing") be and is hereby approved, such that the Directors be and are hereby authorised to cause the Listing to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection with the Listing" (Resolution 1).

As a Special Resolution:

"That the articles of association produced to the meeting (and for the purpose of identification signed by the Chairman of the meeting) be adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company with effect from the conclusion of the meeting" (Resolution 2).

The effectiveness of the Listing is subject to, and conditional upon approval from the Listings and Market Operation Committee of Athens Stock Exchange and the approval of Resolution 1 by the requisite majority of Shareholders as an ordinary resolution at the EGM. While the effectiveness of the Listing is not subject to, or conditional upon approval of Resolution 2, in the event that Resolution 2 is not approved by the requisite majority of Shareholders at the EGM, the Company may be restricted from implementing the Listing and Delisting in line with the expected timetable of principal events set out on page 7.

If Resolution 1 is approved, it is intended that, the Ordinary Shares with an international commercial companies secondary listing on the Official List of the London Stock Exchange Group plc (the "LSE") will be delisted and the admission of Ordinary Shares to trading on the LSE will be cancelled.

By order of the Board of Directors

Katia Santis

Secretary

19 August 2024

NOTES TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING:

1.         We expect the EGM to proceed as planned on 13 September 2024 at 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) at the Company's Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.

2.         Should there be any relevant updates regarding the EGM, including any changes to the arrangements for the EGM outlined in the Notice of EGM, they will be announced via a regulatory information service and made available on the Company's website, (www.bankofcyprus.com/group/).

3.         In the event that it is not possible to hold the EGM as planned, the EGM may be held with the minimum necessary quorum in attendance in accordance with the Articles of Association or adjourned or postponed to a different time and/or venue, in which case notification of such adjournment or postponement will be given in accordance with the Articles of Association.

4.         We strongly encourage Shareholders to submit a proxy voting instruction in advance of the EGM to ensure they can vote and be represented at the EGM. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the EGM or at any adjournment thereof. This can be done in advance of the EGM by availing of one of the following ways: 1) you can either appoint a proxy as set out in these notes on pages 50 - 54, or 2) during the EGM by using the electronic voting facility set out on pages 55 - 56. Please note the deadlines for receipt of the proxy appointment for it to be valid and the relevant procedure 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 are cast at the EGM in accordance with your wishes, without attending in person.

5.         If you wish to listen live to the EGM proceedings, you can do so by availing of the electronic meeting facility by accessing the EGM website, https://web.lumiagm.com. This will allow you to audio cast the EGM and Shareholders can submit questions and votes through the website. Further instructions on how to attend the meeting remotely are set out on pages 55 - 56 of these notes and on the Company's website www.bankofcyprus.com/group/ (select Investor Relations / Extraordinary General Meeting 2024).

6.         Before the EGM, a Shareholder may also submit a question in writing, to be received at least four business days before the meeting (i.e. by 9 September 2024) 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. Responses to the most common questions will be posted on our website on www.bankofcyprus.com/group/ (select Investor Relations/ Extraordinary General Meeting 2024) and we also anticipate responding in writing directly to any individual Shareholder who raises a question.

ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING - THE RIGHTS OF CERTIFICATED SHAREHOLDERS AND DI HOLDERS

7.         This section describes the procedure for participation at the EGM by Certificated Shareholders and DI Holders. The procedures for CDI Holders through CREST and/or EB Participants are set out in the notes below.

8.         The record date for determining the right to vote at the EGM is 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on 9 September 2024 (or in the case of an adjournment, at 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on the day before a date that falls 72 hours before the holding of the adjourned meeting) (the "Record Date"). Transactions which take place thereafter will not be considered in determining the right to vote at the EGM. Each Certificated Shareholder recorded in the Register of Members and each DI Holder recorded as such in the Company's records on the Record Date, is entitled to participate in the EGM. Certificated Shareholders and DI Holders are each entitled to exercise one vote for each Ordinary Share or depositary interest representing one Ordinary Share held by them.

9.         Link Market Services Trustees (Nominees) Limited as the holder of the Ordinary Shares pursuant to which the DIs have been issued, will deliver to the Company a form of proxy appointing: (i) each of the DI Holders; and/or (ii) such other person(s) as any of the DI Holders have informed the Company that they wish to nominate as their proxy (provided such appointment has been made in the prescribed form) as at the Record Date, to attend, speak, ask questions and vote for the Depositary on behalf of the Shareholder at the EGM of the Company and at any adjournment of the meeting.

10.       A Certificated Shareholder or a DI Holder entitled to attend, speak, ask questions and vote at the EGM is entitled to appoint a proxy as follows:

10.1     Each Certificated Shareholder who wishes to appoint a proxy to attend, speak, ask questions and vote on his behalf should complete and deliver the accompanying proxy entitled "Form of Proxy"; and

10.2     Each DI Holder who wishes to appoint a proxy to attend, speak, ask questions and vote on his behalf should complete and deliver the accompanying proxy entitled "DI Form of Proxy".

10.3     Certificated Shareholders and DI Holders may appoint the Chairman of the EGM or any person as their proxy or proxy nominee. Such proxy or proxy nominee does not need to be a Shareholder. A proxy holder holding proxies from several Certificated Shareholders and/or DI Holders may cast votes differently for each Certificated Shareholder and/or DI Holder. Certificated Shareholders and DI Holders who appoint or nominate the Chairman or any other person as a proxy to vote on their behalf but wish to specify how their votes should be cast, should indicate accordingly in the relevant boxes on the Form of Proxy or DI Form of Proxy as applicable. Where the Certificated Shareholder or DI Holder does not specify how the proxy must vote on any particular matter, the appointed proxy (including the Chairman, if appointed) has discretion as to whether, and if so, how he votes. Certificated Shareholders and DI Holders may nominate more than one proxy to attend and vote at the meeting provided that, where a Certificated Shareholder or DI Holder appoints more than one proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attached to different Ordinary Shares held by that Certificated Shareholder or different Ordinary Shares represented by DIs held by that DI Holder.

11.       The Form of Proxy and DI Form of Proxy, which accompany this Notice of EGM, have been posted on the Company's website www.bankofcyprus.com/group/ (select Investor Relations / Extraordinary General Meeting 2024) and are available in hard copy at the Company's Headquarters, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.

12.       To be valid, 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 Company's Registrar, Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand during normal business hours) so as to be received by no later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11 September 2024. If you are appointing someone other than the Chairman as your proxy, then you must fill in the details of your representative at the meeting in the box in the top left corner of the Form of Proxy, although please note the restrictions that may apply to such person's attendance in person as outlined in these notes and the person may not be able to attend the meeting. If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy. Alternatively, a member may appoint a proxy electronically by logging on to the website of the Company's Registrar, Link Registrars Limited at https://www.signalshares.com and entering the Company name, Bank of Cyprus Holdings Public Limited Company. You will need to register for the Share Portal by clicking on "registration section" (if you have not registered previously) and follow the instructions thereon. Certificated Shareholders will be asked to enter their Investor Code (IVC) as printed on their share certificate and agree to certain conditions. Additionally, Link Registrars has launched a shareholder app: LinkVote+. It's free to download and use and gives Certificated Shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

13.       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 Investor Relations & ESG Department, 51 Stassinos Street, Ayia Paraskevi 2002 Strovolos, Nicosia, Cyprus, P.O. Box 21472, 1599 Nicosia, Cyprus, e-mail: shares@bankofcyprus.com, fax: +357 22 120245, so as to reach such address no later than 11:00 a.m. (Cyprus time) / 9:00 a.m. (Irish time) on 11 September 2024.

14.       DI Holders may confirm that the applicable DI Form of Proxy has been successfully received by the Company by calling the Investor Relations & ESG Department at +357 22 126055.

15.       Certificated Shareholders, DI Holders and/or their proxies, who wish to attend the EGM must provide their identity card or other proof of identification, although please note the restrictions that may apply to such person's attendance in person as outlined in these notes and the person may not be able to attend the meeting.

16.       Alternatively, any body corporate which is a Certificated Shareholder or a DI Holder may by resolution of its directors or other governing body authorise such person as it thinks fit, to act as its representative at any meeting of the Company or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate, which they represent as that body corporate could exercise if it were an individual Certificated Shareholder or DI Holder of the Company.

17.       In the case of joint Certificated Shareholders or joint DI Holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other Certificated Shareholders or DI Holders and, for this purpose, seniority will be determined by the order in which the names stand on the register of Certificated Shareholders (for Certificated Shareholders) or the register of DI Holders maintained by the Depositary (for DI Holders).

18.       Completion of a Form of Proxy or a DI Form of Proxy (or submission of Shareholder proxy instructions electronically) will not prevent a Shareholder from attending the EGM and voting in person should they wish to do so or casting their vote by electronic means.

ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING - THE RIGHTS OF EB PARTICIPANTS AND CDI HOLDERS

19.       CDI Holders may exercise their right to vote by (i) sending electronic voting instructions to Euroclear Bank via Broadridge; or (ii) appointing a proxy via the Broadridge Global Proxy Voting service to attend and vote at the meeting.

20.       EB Participants may exercise their right to vote by (i) sending electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or (ii) sending a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees or the Chairman of the meeting) to attend and vote at the meeting.

21.       Persons who hold their interests in the Ordinary Shares as Belgian law rights through the Euroclear System or as CDIs should consult with their stockbroker or other intermediary at the earliest opportunity, for further information on the processes and timelines for submitting proxies and voting instructions for the EGM through the respective systems.

22.       For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

23.       EUI, the operator of CREST, has arranged for voting instructions relating to the CDIs held in CREST to be received via a third-party service provider, Broadridge.

24.       If you are a CDI Holder, you will be required to make use of the EUI proxy voting service facilitated by Broadridge's Global Proxy Voting service in order to receive meeting announcements and send back voting instructions as required. To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete a Meetings and Voting Client Set-up Form (CRT408). Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: eui.srd2@euroclear.com.

25.       Fully completed and returned applications forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.

26.       Once CDI Holders have access to the Broadridge platform, they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank, by their cut-off and to agreed market requirements. Broadridge's deadline will be earlier than Euroclear Bank's voting instruction deadline. Alternatively, a CDI Holder can send a third-party proxy voting instruction through Broadridge in order to appoint a third party (who may be a corporate representative or the CDI Holders themselves) to attend and vote at the meeting for the number of Ordinary Shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third-party proxy appointment instructions through Broadridge.

27.       Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline as set out below and is expected to be at least two (2) business days prior to the Euroclear Bank proxy appointment deadline (i.e. Broadridge's voting deadline is expected to be 9 September 2024). Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.

28.       CDI Holders are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

29.       Should you have any queries in relation to completing and submitting proxy appointments (including voting instructions) electronically via Broadridge, please contact your dedicated client service representative at Broadridge.

30.       Investors who hold their interests in the Ordinary Shares through a participant account in the Euroclear System can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank and entitled "Euroclear Bank as issuer CSD for Irish corporate securities" (as amended or replaced from time to time) and available on the Euroclear Bank website (www.euroclear.com). EB Participants can either send:

(a)        electronic voting instructions to instruct Euroclear Nominees to either itself or by appointing the Chairman as proxy on the instruction of Euroclear Nominees to:

(i)         vote in favour of all or a specific resolution(s);

(ii)        vote against all or a specific resolution(s);

(iii)       abstain from voting with respect to all or a specific resolution(s); or

(iv)       give a discretionary vote to the Chairman for all or a specific resolution(s); or

(b)        A proxy voting instruction to appoint a third party (other than Euroclear Nominees or the Chairman of the meeting) (who may be a corporate representative or the EB Participants themselves) to attend the meeting and vote for the number of Ordinary Shares specified in the proxy voting instruction by providing Euroclear Bank with the proxy details as requested in its notification (e.g. proxy first name, proxy last name, proxy address). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third-party proxy appointment instructions.

31.       Euroclear Bank's voting instruction deadline is expected to be at 10:00 a.m. (Cyprus time) / 8:00 a.m. (Irish time) on 11 September 2024. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.

32.       To be effective, all proxy voting instructions (whether submitted directly or through the Euroclear System or CREST) together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be received by the Company's Registrar, Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

33.       However, persons holding through the Euroclear System or CREST will also need to comply with any additional voting deadlines imposed by the respective service offerings. All relevant persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

34.       The information set out in this Document in relation to voting procedures for EB Participants or CDI Holders is for guidance only, and further information on the processes and timelines for submitting proxies and voting instructions for the EGM should be sought through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

VOTING PROCEDURES AT THE EXTRAORINARY GENERAL MEETING

35.       The proposed Resolutions at the EGM will be decided by way of a poll.

36.       An ordinary resolution is a resolution passed at a general meeting by a simple majority (50%+1) of the votes cast by the members of the Company entitled to vote and who vote at the meeting either in person or by proxy.

37.       A special resolution by a company is a resolution passed at a general meeting by a majority of not less than 75% of the votes cast by the members of the Company as, being entitled so to do, vote in person or by proxy, at the meeting for which relevant notice of at least twenty one days has been given pursuant to Section 181 of the Companies Act specifying the intention to propose the resolution as a special resolution.

38.       The "Vote Withheld" option provided on Forms of Proxy and DI Forms of Proxy is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

MINORITY RIGHTS AT THE EXTRAORDINARY GENERAL MEETING

39.       The Company, pursuant to Section 1087G of the Companies Act, specifies that only those Shareholders registered in the Register of Members of the Company on 9 September 2024 at 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) (or in the case of an adjournment at 9:00 p.m. (Cyprus time) / 7:00 p.m. (Irish time) on the day before a date that falls 72 hours before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of Ordinary Shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.

40.       If you or a group of Shareholders hold Ordinary Shares representing at least 3% of the issued share capital of the Company you or the group of Shareholders acting together will be permitted to table a draft resolution for inclusion in the agenda of the EGM subject to any contrary provision in company law. The text of the draft resolution and evidence of your shareholding must be received by post by the Company's Secretary at Bank of Cyprus Public Limited Company, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus or by fax at +357 22 120245 or by email to Company.Secretary@bankofcyprus.com by no later than 42 days before the EGM. A resolution cannot be included in the EGM agenda unless it is received at either of these addresses by this deadline.

41.       Pursuant to Section 1107 of the Companies Act, a member has the right to ask questions related to items on the EGM agenda and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of the member. An answer is not required where (a) to give an answer would interfere unduly with the preparation for the meeting or the confidentiality and business interests of the Company, or (b) the answer has already been given on the Company's website in the form of a "Q&A", or (c) it appears to the Chairman that it is undesirable in the interests of good order of the meeting that the question be answered.

42.       Before the EGM, Shareholders may submit questions in writing by sending a letter, together with evidence of their shareholding, so as to be received at least four business days before the meeting (i.e. by 9 September 2024) to the Company's Secretary at Bank of Cyprus Holdings Public Limited Company, 51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus or by fax at +357 22 120245 or by email to Company.Secretary@bankofcyprus.com.

43.       A copy of this Notice of EGM and copies of documentation relating to the EGM, including Forms of Proxy, are available on the Company's website www.bankofcypus.com/group.

ELECTRONIC VOTING AND PRIVACY NOTICE

44.       Electronic voting will be used at this year's EGM for the taking of votes of Shareholders on a poll at the meeting.

45.       CDI Holders or EB Participants wishing to access the Lumi platform must arrange to have themselves appointed as their own proxy as explained above and then must contact the Company's Registrar on +353 1 553 0050 during business hours at least 48 hours before the EGM in order to obtain the necessary access to the Lumi platform.

46.       In order to operate the electronic voting system certain Certificated Shareholders' and DI Holders' and, where applicable, CDI Holders and EB Participants' personal data, as defined in the General Data Protection Regulation ("GDPR") will be processed by the Company pursuant to its legitimate interests for the purpose of operating an efficient and reliable voting system.

47.       The Company will also process Shareholders' name, address, contact information, number and type of shares and other shareholding related data to populate the corporate register as required by applicable law.

48.       This personal data may be shared with the Company's legal advisors, tax advisors and regulatory bodies which supervise the Company. Personal data will be retained in an identifiable format for no longer than is necessary for the purposes for which this personal data is processed. Where personal data is transferred outside of the European Economic Area the Company shall ensure appropriate safeguards are in place.

49.       Shareholders located in the European Union have a right of access, amendment, restriction, objection, deletion and portability in relation to their personal data and the right to complain to the data protection authority in their jurisdiction. These rights are not absolute; for example, where personal data are retained to comply with applicable law the right of objection, deletion and portability are not available.

50.       The Company is the controller of Shareholders' personal data. For further information in respect of how Shareholders' personal data are used or to exercise rights in relation to this personal data please contact the Data Protection Officer at 97 Kyrenias Ave. 2113 Platy Aglantzias or P.O. Box 21472, 1599 Nicosia, Cyprus, email: dpo@bankofcyprus.com.

51.       In order to facilitate remote access, the Company will be giving Shareholders the opportunity to audio cast the EGM and submit votes and questions electronically by accessing the EGM website, https://web.lumiagm.com.

52.       On accessing the EGM website, you will be asked to enter a Meeting ID which is 158-129-330. You will then be prompted to enter your Identification Number (as presented in the records of the Company as of 9 September 2024) and use Password: EGM2024. Access to the meeting via the website will be available from 10.50 a.m. (Cyprus time) / 8:50 a.m. (Irish time) on 13 September 2024; 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).

53.       After the Resolutions have been proposed, voting options will appear on the screen. Select the option that corresponds with the way in which you wish to vote, "For", "Against" or "Withheld". Once you have selected your choice, you will see a message on your screen confirming that your vote has been received. If you make a mistake or wish to change your voting instruction, simply press or click the correct choice until the voting is closed. If you wish to cancel your "live" vote, please press "Cancel", before the voting is closed.

54.       Please note that an active internet connection is required in order to successfully cast your vote when the Chairman commences polling on the Resolutions. It is your responsibility to ensure connectivity for the duration of the meeting.

55.       The process of asking questions, voting and accessing the EGM presentation will be further explained within the application located on the information page and detailed instructions can be found on the Company's website www.bankofcyprus.com/group/ (select Investor Relations / Extraordinary General Meeting 2024).

56.       Shareholders should note that electronic entry to the EGM will open at 10:50 a.m. (Cyprus time) / 8:50 a.m. (Irish time) on 13 September 2024.

OTHER INFORMATION

57.       As at the Latest Practicable Date, the outstanding issued share capital of the Company is €44,423,206.50 divided into 444,232,065 Ordinary Shares of nominal value €0.10 each. There are no outstanding share options issued by the Company. As at the Latest Practicable Date, the Company holds 53,645 treasury shares, equivalent to 0.01% of the Ordinary Shares in issue. The holders of treasury shares do not hold voting rights.

58.       This Notice of EGM, the total number of Ordinary Shares and voting rights at the date of the giving of the notice, the documents to be submitted to the meeting, copies of the draft Resolutions and copies of the forms to be used to vote by proxy are available on the Company's website at www.bankofcyprus.com/group/ (Select Investor Relations / Extraordinary General Meeting 2024).

59.       In case of discrepancies between the English and the Greek text of the Notice of EGM, the English text shall prevail.

60.       The date of publication of the Notice of EGM, and all notices thereafter, on the Company's website www.bankofcyprus.com/group/, will be deemed to be the publication date for the purposes of the UK Corporate Governance Code.

61.       The ISIN for the Ordinary Shares is IE00BD5B1Y92.

62.       The unique identifier code of the EGM for the purposes of Commission Implementing Regulation (EU) 018/1212 of 3 September 2018 will shortly be available on the Company's website www.bankofcyprus.com/group/ (select Investor Relations / Extraordinary General Meeting 2024).