Resolution of the shareholders’ Extraordinary General Meeting

Nicosia, 23 March 2011


The Extraordinary General Meeting (EGM) of the shareholders of Bank of Cyprus Public Company Ltd (the “Company”) was held on 23 March 2011 in Nicosia. The EGM was attended by 5.908 shareholders, either in person or by proxy, who represented 341.904.010 shares, that is 38,21% of the total issued share capital.

The EGM discussed and approved :

1. The issue by the Bank of convertible enhanced capital securities (“Convertible Enhanced Capital Securities”) of a total amount of up to €1.342.422.297, the key terms of which are included in the document titled “Key terms of Convertible Capital Securities issue” dated 28 February 2011 which has been sent to the shareholders together with the invitation to the current Extraordinary General Meeting.

 2. The increase of the authorised share capital of the Company from € to €1.500.000.000 by the creation of 400.000.000 new ordinary shares of nominal value €1,00 each which will rank pari passu with the existing ordinary shares of the Company.

 3. The amendment of the term of the Share Options Plan of the Bank for the employees of the Bank of Cyprus Group regarding the exercise price of the Share Options that was amended and approved by the Extraordinary General Meeting of the Bank on 23 June 2009 and its replacement with the following term: “The exercise price of the Share Options is €3,30”.