IMPORTANT INFORMATION

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

The information contained on, or accessible through, this web page (together, the "Website") relating to the proposal for the introduction of a new parent company ("BOC Holdings") of the Bank of Cyprus Group (the "Group") by means of a scheme of arrangement under sections 198 to 200 of the Cyprus Companies Law (the "Scheme"), pursuant to which the share capital of Bank of Cyprus Public Company Limited (the "Bank") will be reduced by cancelling all its existing shares and replacing them with newly issued fully paid shares in the Bank to BOC Holdings and providing shareholders of existing shares with either BOC Holdings' shares or depositary interests representing BOC Holdings' shares, as applicable, and in accordance with the terms of the Scheme. The BOC Holdings ordinary shares and BOC Holdings depositary interests representing BOC Holdings' ordinary shares are together herein referred to as "securities".

The information offered on this Website does not constitute investment advice, nor does it constitute an investment recommendation in respect of any securities.

The information on this Website and in the document in this section of the Website does not constitute an offer of securities or a solicitation to make such an offer, and may not be used for such purposes, in any country or jurisdiction in which such an offer or solicitation is unlawful, or in respect of any person in relation to whom the making of such an offer or solicitation is unlawful. Each person using this Website and the documents available within this section of the Website, should acquaint themselves with and adhere to the applicable local legislation.

Visitors to this Website cannot derive any rights from this disclaimer or the information on the Website and in the documents in this section of the Website. The information offered may be changed or terminated, or access thereto limited, without further notice. The Bank of Cyprus accepts no liability whatsoever for any damages ensuing from use of the Website, the availability thereof or the accuracy, completeness and currency of the information available in this section of the Website.

The materials are being accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Bank, the Group, BOC Holdings, any of their respective advisers or any of their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Bank, the Group, BOC Holdings, any of their respective advisers or any of their respective affiliates accepts any liability or responsibility whatsoever, whether arising in tort, contract or otherwise which they might have in respect of this electronic transmission, the Website or the contents thereof, or in respect of any difference between the document accessed by you in electronic format and the hard copy version that is available to you on request from the Bank. Please ensure that your copy is complete.

Please read this notice carefully - it applies to all persons who view this Webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

 

In the United States

Any securities described on this Website have not been, will not be, and are not required to be, registered under the United States Securities Act of 1933, as amended, (the “US Securities Act”), and may not be offered, sold or delivered within the United States (as defined in Regulation S under the US Securities Act), absent registration or an available exemption from registration under the US Securities Act.

It is expected that the securities will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act (the ‘‘Section 3(a)(10) Exemption’’). In order to qualify for the Section 3(a)(10) Exemption with respect to the securities issued pursuant to the Scheme, the Bank will advise the Cyprus Court that BOC Holdings will rely on the Section 3(a)(10) Exemption based on the Cyprus Court’s sanctioning of the Scheme, which will be relied upon by BOC Holdings as an approval of the Scheme following a hearing upon the fairness of the terms and conditions of the Scheme at which hearing all existing shareholders of the Group will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to all such Group shareholders.

In Russia

This Website is not accessible by any persons in the Russian Federation ("Russia") who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs"), and the documents contained herein must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.

Information contained in the document in this section of the Website is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer securities in Russia or to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in Russia within the meaning of Russian securities laws. The securities have not been and will not be registered in Russia and are not intended for "offering", "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law. Information contained in the document in this section of the Website is not intended for any persons in Russia who are not Russian QIs and must not be distributed or circulated or re-distributed into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The document in this section of the Website has been prepared in respect of the Scheme which is being effected outside Russia in accordance with Cypriot Companies Law and, if approved by the requisite Bank shareholders' majority and the competent Cypriot court, shall be binding by operation of law on all Bank shareholders irrespective of whether or not they attended or voted at the meeting (and, if they attended and voted, whether or not they voted in favour). Any applicable securities will be delivered to Bank shareholders' securities accounts opened and maintained outside the Russian Federation. In order to participate in the Scheme, a Bank shareholder should be incorporated, located, resident or otherwise act outside Russia when participating in the Scheme (including the submission of all relevant communications and acceptance of delivery of any securities).

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If you are viewing this Website in any country or jurisdiction in which such an offer or solicitation is unlawful or in violation of the restrictions set out above, you must exit the Website by clicking on the "I disagree" button below.

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