Annual General Meeting of the Bank of Cyprus

2013-08-29

This circular is intended for the persons who maintain bank accounts with Bank of Cyprus and suffered a haircut. 

On Tuesday, 10 September 2013 at 4.00 pm, the Annual General Meeting of Bank of Cyprus Public Company Ltd (“Bank of Cyprus”) will be held in Nicosia. The persons who have bank accounts with Bank of Cyprus and suffered a haircut have now become shareholders of the Bank of Cyprus and are entitled to participate and vote in this Annual General Meeting. As regards the unsecured depositors of Laiki Bank, they will be represented by the Special Administrator Mrs Andri Antoniades.  No shares have been allocated individually to the unsecured depositors of Laiki Bank. 

According to the invitation to the Annual General Meeting, the following matters are on the agenda of the Annual General Meeting:

  1. To receive and consider the Directors’ report and the Consolidated Financial Statements for the year 2012.
  2. To appoint the auditors of the Company and authorise the Board of Directors to fix their remuneration.

It will be proposed that the matters at 1 and 2 above be adjourned and dealt with in an adjourned meeting in the end of November 2013. An additional notice will be sent to the shareholders for that meeting. The adjournment is considered necessary as timely completion of the preparation of the financial statements and their approval by the Board of Directors was not feasible due to the fact that the reacapitalisation of Bank of Cyprus was only completed on 30 July 2013. 

The decision for the appointment of the auditors is usually considered during the same meeting in which the financial statements of the Company are examined. Therefore, the interim Board of Directors recommends the completion of the aforementioned business on the same day the Financial Statements of the Company will be examined.

  1. To fix the remuneration of the members of the Board of Directors.

Following a decision of the interim Board of Directors the remuneration of non executive Directors for the period of 1/5/2013 - 31/12/2013 has been reduced by 20% (on an annual basis) compared to the remuneration approved at the previous General Meeting. This decision was made as part of the effort to reduce the Company’s operating expenses. 

The remuneration of the Chairman and the Vice-Chairman represents their total remuneration. There is no other additional remuneration for their participation on Board Committees or on the Boards of Group subsidiary companies in Cyprus or abroad. Regarding the remuneration of the members of the Audit Committee, the Remuneration Committee and the Board of Directors considers the differentiation of the remuneration of the members of the Audit Committee to be justified given the large number of issues covered by the Committee and the greater amount of time required for each member to prepare for meetings of the Committee.

In light of the above, the Board recommends the adoption of reduced remuneration for non executive members of the Board as follows:

 

 

          Annual remuneration

 

Chairman

          €68.000

 

Vice-Chairman

          €51.000

 

Non Executive Members

          €13.000

 

Board Committee Chairpersons

          €3.300

 

Board Committee Members

          €2.100

 

Audit Committee Chairman

          €6.300

 

Audit Committee Members

          €4.200

 

 

For the period 1/1/2013 - 31/3/2013 the remuneration of non executive Directors was based on the decisions of the previous General Meeting of the Company.

  1. To elect members of the Board of Directors.

The names of the nominees for election to the Board of Directors of the Company will be announced on 5 September 2013. We will advise you once the names are published. At the moment intensive negotiations are underway between representatives of the different stakeholders and the Central Bank for the selection of the best candidates. The nominees for the new Board should be highly qualified individuals and should meet the relevant criteria of the Central Bank of Cyprus and of the European Banking Authority. 

We are pleased to offer the following assistance to the persons entitled to participate and vote at this Annual General Meeting: 

 

Option 1:        We can represent you or your company and vote at the Annual General Meeting of the Bank of Cyprus. 

Option 2:        You can appoint your own representative to attend and vote at the Annual General Meeting of the Bank of Cyprus. 

If you are interested in any of these options, please contact us by Monday, 2 September.

This deadline is important in order to enable us to complete and deliver to the Bank of Cyprus the required paperwork by 6 September as required by Cyprus law.

 Tel: +357 22 361 300

email: siteinfo@consulco.com