POSSIBLE ACQUISITION OF BANK OF CYPRUS HOLDINGS PLC BY LSF XI INVESTMENTS LLC

DISCLAIMER

IMPORTANT

You are attempting to enter the section of this website that is designated for the publication of documents and information in connection with the possible offer by LSF XI Investments LLC (‘Lone Star’) to acquire of Bank of Cyprus Holdings PLC (‘Bank of Cyprus’) (the “Possible Offer”). There can be no certainty that any offer will be made for Bank of Cyprus or as to the terms of the offer, if any.

THIS SECTION OF THE WEBSITE CONTAINS ELECTRONIC VERSIONS OF ANNOUNCEMENTS, DOCUMENTS AND OTHER INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2022 (THE “IRISH TAKEOVER RULES”) AND THE CYPRUS TAKEOVER BIDS LAWS (THE “CYPRUS TAKEOVER LAWS”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN IRELAND, THE UNITED KINGDOM AND CYPRUS. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN CERTAIN JURISDICTIONS (OTHER THAN IRELAND, THE UNITED KINGDOM OR CYPRUS) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION, MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE POSSIBLE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH BANK OF CYPRUS REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”). UNLESS OTHERWISE DETERMINED BY BANK OF CYPRUS AND PERMITTED BY APPLICABLE LAW AND REGULATION, THESE MATERIALS ARE NOT INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION. ACCORDINGLY, COPIES OF THE MATERIAL CONTAINED ON THIS SECTION OF THE WEBSITE MUST NOT BE SENT, MAILED OR OTHERWISE TRANSMITTED IN, INTO OR FROM ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.

THE INFORMATION IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES, OR THE SOLICITATION OF A VOTE OR APPROVAL PURSUANT TO THE INFORMATION OR OTHERWISE.

BASIS OF ACCESS TO INFORMATION

If you would like to access information regarding the Possible Offer, please read this notice carefully – it applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. This notice may be amended or updated by Bank of Cyprus from time to time and it should be read carefully in full each time you wish to view this section of the website. In addition, the contents of this section of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Bank of Cyprus.

For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to access this section of the website and view details relating to the Possible Offer, you have to read this notice in its entirety and then click “I agree”. If you are unable to agree you should click “I disagree” and you will not be able to view this section of the website.

The Information contained on this section of the website speaks only at the date of the relevant document or announcement and, subject to any continuing obligations under applicable law or any relevant listing rules, Bank of Cyprus has and accepts no responsibility or duty to update any Information, and reserves the right to add to, remove or amend any Information reproduced on this section of the website at any time.

In relation to any document, announcement or information contained on this section of the website, the only responsibility accepted by the directors of Bank of Cyprus is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Bank of Cyprus shareholders should seek advice from an independent financial adviser as to the suitability of any action in connection with the Possible Offer. Any action required by a shareholder in connection with the Possible Offer will only be set out in documents sent to or made available to Bank of Cyprus shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Forward-looking statements

The Information on this section of the website (including any information incorporated by reference) may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Bank of Cyprus. All statements other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 of the United States or otherwise. Statements regarding Bank of Cyprus’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures and debt levels are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Bank of Cyprus cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Bank of Cyprus’s control, that could cause Bank of Cyprus’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Bank of Cyprus’s ability to manage general economic, business, capital market and geopolitical conditions, including the impacts of natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19 pandemic; the strength of the global economy; changes or uncertainty in laws, regulations, rates, policies or interpretations that impact Bank of Cyprus’s business operations or tax status; maintaining the capacity, reliability and security of Bank of Cyprus’s enterprise and product information technology infrastructure; the outcome of litigation and governmental proceedings; the ability to hire and retain key senior management; work stoppages, union negotiations, labour disputes and other matters associated with the labour force; and the cancellation of or changes to commercial arrangements. None of Bank of Cyprus or its respective associates or directors, officers or advisers, or any person acting on behalf of Bank of Cyprus provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this section of the website will actually occur. Any forward-looking statements are made only as of the date of the relevant announcement or other document in which they are made, unless otherwise specified, and, except as required by law, Bank of Cyprus assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of such announcement or other document.

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast or an asset valuation for the purposes of the Irish Takeover Rules or the Cyprus Takeover Laws.

Overseas persons

The Information contained on this section of the website contain information in respect of the Possible Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside Ireland, the United Kingdom or Cyprus who wishes to view these materials must first satisfy themselves that they are not subject to any local legal or regulatory requirements that prohibit or restrict them from doing so.

The Information contained on this section of the website is not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction. Neither Bank of Cyprus nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.

In addition, nothing on this section of the website, nor anything which can be downloaded from it, is intended to, and does not, constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe for any securities, or the solicitation of any votes attaching to securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, these materials are not an offer to buy or sell or a solicitation of an offer to buy or sell any securities in the United States. No offer to buy or sell or solicitation of an offer to buy or sell any  securities will be made in the United States absent registration under the US Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved the Possible Offer, or passed comment upon the accuracy or otherwise of any of the information contained on this section of the website

If you are not permitted to view the Information contained on this section of the website, or viewing the Information would result in a breach of applicable law or regulation in any jurisdiction, or you are in any doubt as to whether you are permitted to view the Information, please exit this section of the website by clicking on the “I disagree” box.

This notice shall be governed by, and interpreted in accordance with, Irish law.

ACCEPTANCE OF DISCLAIMER

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By clicking on “I disagree” below, you will not be able to proceed to this section of the website.

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