Bank of Cyprus Public : Effective Date of the Scheme of Arrangement

Announcement

Effective Date of the Scheme of Arrangement

Nicosia, 18 January 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION Group Profile

Founded in 1899, Bank of Cyprus Group is the leading banking and financial services group in Cyprus. The Group provides 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. The Group operates through a total of 129 branches, of which 123 operate in Cyprus, 1 in Romania, 4 in the United Kingdom and 1 in the Channel Islands. Bank of Cyprus also has representative offices in Russia, Ukraine and China. The Bank of Cyprus Group employs 4.229 staff worldwide. At 30 September 2016, the Group's Total Assets amounted to €22,4 bn and Total Equity was €3,1 bn.

Following the sanctioning of the Scheme of Arrangement (the "Scheme") by the District Court of Nicosia on 21 December 2016, Bank of Cyprus Public Company Limited (the "Bank") announces that, following the submission of the Court Order to the Registrar of Companies and the registration, by the latter of the Reduction of Capital, the Scheme has become effective in accordance with its terms today, 18 January 2017 (the "Effective Date"). Accordingly as of the Effective Date:

• all of the shares comprising the issued share capital of the Bank have been cancelled and the Bank has issued and allotted 8.922.944.533 new ordinary shares of nominal value €0,10 each, credited as fully paid to Bank of Cyprus Holdings Public Limited Company ("BOC Holdings"); and

• BOC Holdings has issued and allotted New Shares and has procured the issue of Depositary Interests representing New Shares, in accordance with the terms of the Scheme.

Unless otherwise defined, capitalised terms used herein have the meanings given to them in the Shareholders' Circular published by the Bank on 21 November 2016 setting out the full details of the Scheme.

The ordinary shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). The New Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of the New Shares or upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.