Bk. Cyprus Hldg Regulatory News (BOCH)

Announcement

Response to statement by LSF XI Investments LLC

Nicosia, 27 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Group Profile

The Bank of Cyprus Group is the leading banking and financial services group in Cyprus, providing a wide range of financial products and services which include retail and commercial banking, finance, factoring, investment banking, brokerage, fund management, private banking, life and general insurance. At 30 June 2022, the Bank of Cyprus Group operated through a total of 86 branches in Cyprus, of which 11 operated as cash offices*. The Bank of Cyprus Group employed 3,422 staff worldwide**. The Bank of Cyprus Group comprises Bank of Cyprus Holdings Public Limited Company, its subsidiary Bank of Cyprus Public Company Limited and its subsidiaries.

\* The number of branches and cash offices were reduced by 15 and 7 respectively on 1 July 2022.

** The number of staff has been reduced by c.550 employees following the completion of a voluntary staff exit plan in July 2022.

The board of directors of Bank of Cyprus Holdings PLC ('Bank of Cyprus' or the 'Company' and the 'Board') notes the announcement made by LSF XI Investments LLC ('Lone Star') on 27 September 2022 confirming that it does not intend to make an offer for Bank of Cyprus under Rule 2.7 of the Irish Takeover Rules and is therefore bound by the restrictions under Rule 2.8 of the Irish Takeover Rules.

As announced by the Company on 19 August 2022, the Board has received and unanimously rejected three unsolicited, conditional, non-binding proposals from Lone Star on the basis that Lone Star's proposals fundamentally undervalued the Company and its future prospects. The Board confirms that it has not received any further approach from Lone Star following its rejection of Lone Star's third proposal on 22 July 2022.

The Board remains confident in the Company's future prospects and remains committed to delivering its strategy of becoming a sustainably profitable institution capable of further supporting the Cypriot economy. Bank of Cyprus updated its medium-term strategic targets in February 2022 and upgraded its expectations in May and again in August 2022. The Board reiterates the upgraded guidance given in August 2022, including delivery of a return on tangible equity of greater than 10% in 2023 and, subject to regulatory approvals and market conditions, a return to meaningful dividend distributions from 2023 onwards. The Board remains confident in its ability to implement its strategic objectives, delivering strong shareholder returns in the medium and long term.

For further information, please contact:

Goldman Sachs International (Joint Financial Adviser to Bank of Cyprus)

+44 (0) 20 7774 1000

Harry Eliades

Francesco Paolicelli

Owain Evans

Dimitris Kofitsas

Cara Pazdon

Jorge Torrecilla

HSBC (Joint Financial Adviser and Corporate Broker to Bank of Cyprus)

+44 (0) 20 7991 8888

Anthony Parsons

Simon Alexander

Alexander Paul

Sam McLennan

Richard Carr

Alex Thomas

Goldman Sachs International ('Goldman Sachs'), which is authorised by the Prudential Regulation Authority ('PRA') and regulated by the Financial Conduct Authority ('FCA') and the Prudential Regulation Authority in the UK, is acting exclusively for Bank of Cyprus and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bank of Cyprus for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters referred to in this announcement. No representation or warranty, express or implied, is made by Goldman Sachs as to the contents of this announcement.

HSBC Bank plc is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively for Bank of Cyprus and no one else in connection with the possible offer and other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the possible offer or any other matters referred to in this announcement and is not, and will not be, responsible to anyone other than Bank of Cyprus for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any transaction or arrangement referred to in this announcement.