Obbligazione Cyprus Bank PLC 9.25% ( XS1551761569 ) in EUR

Cyprus Bank PLC

100 EUR ▼

Cipro

XS1551761569 ( in EUR )

9.25% per anno ( pagato 1 volta l'anno)

18/01/2027

Prospetto opuscolo dell'obbligazione Bank of Cyprus PCL XS1551761569 en EUR 9.25%, scadenza 18/01/2027

100 000 EUR

250 000 000 EUR

19/01/2027 ( In 241 giorni )

Bank of Cyprus PCL è la più grande banca di Cipro, offre una gamma completa di servizi bancari commerciali e di investimento a privati, aziende e istituzioni.

The Obbligazione issued by Cyprus Bank PLC ( Cyprus ) , in EUR, with the ISIN code XS1551761569, pays a coupon of 9.25% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 18/01/2027

Offering Circular dated 18 November 2020

BANK OF CYPRUS HOLDINGS PUBLIC LIMITED
COMPANY
(incorporated and registered in Ireland under the Companies Act 2014 of Ireland with registered number
585903)

BANK OF CYPRUS PUBLIC COMPANY LIMITED
(incorporated in Cyprus as a limited liability company under the Cyprus Companies Law, Cap.113,
Registered in Cyprus under no. 165)
4,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), each of Bank of Cyprus Holdings
Public Limited Company ("BOCH") and Bank of Cyprus Public Company Limited (the "Bank" and, together with BOCH, the "Issuers" and
each an "Issuer" and references herein to the "relevant Issuer" shall be to the Issuer of the relevant Notes), subject to compliance with all
relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). Notes that may be issued under
the Programme include (i) Notes issued on an unsubordinated basis and which rank as described in Condition 3(a) ("Senior Preferred Notes");
(ii) Notes issued on an unsubordinated basis and which rank as described in Condition 3(b) ("Senior Non-Preferred Notes"); and (iii) Notes
issued on a subordinated basis and which rank as described in Condition 3(c) ("Tier 2 Capital Notes"), as indicated in the applicable Pricing
Supplement (as defined below). Senior Preferred Notes may be issued by either BOCH or the Bank. Senior Non-Preferred Notes may only be
issued by the Bank. Tier 2 Capital Notes may only be issued by BOCH. The aggregate nominal amount of Notes outstanding will not at any
time exceed 4,000,000,000 (or the equivalent in other currencies), subject to increase as described herein.
Application has been made to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") in its capacity as market operator of
the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF Market") under Part IV of the Luxembourg Act dated 16 July
2019 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilieres) (as amended) (the "Luxembourg Act") to
have Notes issued under the Programme admitted to trading on the Euro MTF Market and listed on the official list of the Luxembourg Stock
Exchange (the "Official List") for a period of 12 months from the date of this Offering Circular. The Euro MTF Market is not a regulated
market pursuant to the provisions of Directive 2014/65/EU (as amended) ("MiFID II") but is subject to the supervision of the financial sector
and exchange regulator, the Commission de Surveillance de Secteur Financier. This Offering Circular constitutes a base prospectus for the
purpose of the Luxembourg Act. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and certain other information, including any other terms and conditions not contained herein, which is applicable to each Tranche (as
defined under "Terms and Conditions of the Notes") of Notes will be set forth in a pricing supplement (the "Pricing Supplement") which,
with respect to Notes to be admitted to trading on the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange on or before
the date of issue of the Notes of such Tranche and published in accordance with the rules and regulations of the Luxembourg Stock Exchange,
as amended from time to time. This Offering Circular and any supplement thereto will be available on the website of the Luxembourg Stock
Exchange (www.bourse.lu). References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes
are intended to be admitted to listing on the Official List and admitted to trading on the Euro MTF Market. Notes issued pursuant to the
Programme may be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer(s).
In addition, unlisted Notes may be issued pursuant to the Programme. The applicable Pricing Supplement in respect of the issue of any Notes
will specify whether Notes will be listed on the Luxembourg Stock Exchange (and/or on any other stock exchange).
The Notes of each Series (as defined under "Terms and Conditions of the Notes") in bearer form will be represented on issue by a temporary
global note in bearer form, without interest coupons (each a "temporary Global Note") or a permanent global note in bearer form, without
interest coupons (each a "permanent Global Note" and, together with the temporary Global Notes, the "Global Notes"). Notes in registered
form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire
holding of Registered Notes (as defined below) of one Series and may be represented by a Global Certificate (as defined below). If the Global
Notes are stated in the applicable Pricing Supplement to be issued in new global note ("NGN") form, the Global Notes will be delivered on or
prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). If a Global Certificate is held under the New Safekeeping
Structure (the "NSS"), the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the
NSS will be deposited on the issue date of the relevant Tranche either with (a) a common depositary on behalf of Euroclear and Clearstream,
Luxembourg (the "Common Depositary") or (b) such other clearing system as agreed between the relevant Issuer and the relevant Dealer(s).

Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes, or if so stated in the applicable Pricing
Supplement, definitive Notes ("Definitive Notes"), after the date falling 40 days after the completion of the distribution of such Tranche upon
certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but
not in part as described under "Summary of Provisions Relating to the Notes while in Global Form". Notes of each Tranche of each Series to
be issued in registered form ("Registered Notes") and which are sold in an "offshore transaction" within the meaning of Regulation S under
the U.S. Securities Act of 1933 (as amended) (the "Securities Act") will initially be represented by a permanent registered global certificate
(each a "Global Certificate"), without interest coupons, which may be deposited on the issue date (a) in the case of a Tranche intended to be
cleared through Euroclear and/or Clearstream, Luxembourg, with a common depositary on behalf of Euroclear and Clearstream, Luxembourg
and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream,
Luxembourg, or delivered outside a clearing system, as agreed between the relevant Issuer and the relevant Dealer(s).
Beneficial interests in Global Certificates held by Euroclear and Clearstream, Luxembourg will be shown on and transfers thereof will be
effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. The provisions governing the
exchange of interests in the Global Notes and in each Global Certificate are described in "Summary of Provisions Relating to the Notes while
in Global Form".

Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not
necessarily be the same as the rating assigned to the Notes already issued, any rating assigned to the Programme or to any rating assigned to
the relevant Issuer. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the applicable Pricing Supplement. Whether
or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European
Union (the "EU") or in the United Kingdom (the "UK") and registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA
Regulation") will be disclosed in the applicable Pricing Supplement. In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EU or in the UK and registered under the
CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain
circumstances whilst the registration application is pending. A security rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The issue price and the amount of
the relevant Notes will be determined, before filing of the applicable Pricing Supplement of each Tranche, based on then prevailing market
conditions.
ARRANGER
BofA Securities
DEALERS
BofA Securities
Bank of Cyprus
Barclays
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Natixis
UBS Investment Bank

2

IMPORTANT INFORMATION
This Offering Circular does not comprise a base prospectus for the purposes of Article 8 of the Prospectus
Regulation. When used in this Offering Circular, "Prospectus Regulation" means Regulation (EU)
2017/1129. This Offering Circular has been prepared for the purpose of giving information with regard to
each Issuer, the subsidiaries and affiliates of BOCH taken as a whole (the "Group") and the Notes which,
according to the particular nature of the relevant Issuer and the Notes, is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects
of the relevant Issuer.
Each Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of each Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Offering Circular is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by either of the Issuers
or any of the Dealers or the Arranger (as defined in "General Description of the Programme"). Neither the
delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuers or the Group since the date
hereof or the date upon which this Offering Circular has been most recently amended or supplemented or
that there has been no adverse change in the financial position of the Issuers or the Group since the date
hereof or the date upon which this Offering Circular has been most recently amended or supplemented or
that any other information supplied in connection with the Programme is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes issued under the Programme, the minimum specified denomination shall be
100,000 (or its equivalent in any other currency as at the date of issue of such Notes).
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuers,
the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have
not been and will not be registered under the Securities Act or any U.S. State securities laws and may not be
offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in
Regulation S under the Securities Act unless an exemption from the registration requirements of the
Securities Act is available and in accordance with all applicable securities laws of any state of the United
States and any other jurisdiction.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuers or the
Dealers to subscribe for, or purchase, any Notes.
Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the
deposit protection scheme operated by the Central Bank of Ireland or by the Central Bank of Cyprus.
To the fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility for the
contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger
or a Dealer or on its behalf in connection with the Issuers or the issue and offering of the Notes. The Arranger
and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in respect of this Offering Circular or any such
statement. None of the Dealers or the Arranger makes any representation, express or implied, or asserts any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering
Circular. Neither this Offering Circular nor any other financial statements incorporated or referred to herein
3

are intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuers, the Arranger or the Dealers that any recipient of this Offering Circular
or any other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Offering Circular and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger
undertakes to review the financial condition or affairs of the Issuers during the life of the arrangements
contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Dealers or the Arranger.
Important EEA and UK Retail Investors If the applicable Pricing Supplement in respect of the issue
of any Notes includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (the "EEA") or in the UK. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The applicable Pricing Supplement in respect of the issue
of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID II Product Governance Rules.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore The applicable Pricing Supplement in respect of the issue of any Notes may include a legend
entitled "Singapore SFA Product Classification" which will state the product classification of the Notes
pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore, as modified or
amended from time to time (the "SFA"). The relevant Issuer will make a determination in relation to each
issue under the Programme of the classification of the Notes being offered for the purposes of section
309B(1)(a). Any such legend included on the applicable Pricing Supplement will constitute notice to each
of the "relevant persons" for the purpose of section 309B(1)(c) of the SFA.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in
the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but
it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after
the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment shall be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
4

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
"Cyprus" are to the Republic of Cyprus, references to "euro" and "" are to the single currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community as amended by the Treaty on the European Union and the Treaty of Amsterdam,
references to "USD" or "U.S.$" are to U.S. dollars and references to "GBP" or "sterling" are to pounds
sterling.
This Offering Circular contains certain forward-looking statements which can usually be identified by terms
used such as 'expect', 'should be', 'will be' and similar expressions or variations thereof or their negative
variations, but their absence does not mean that a statement is not forward-looking. Examples of forward-
looking statements include, but are not limited to, statements relating to the Group's near term and longer
term future capital requirements and ratios, intentions, beliefs or current expectations and projections about
the Group's future results of operations, financial condition, expected impairment charges, the level of the
Group's assets, liquidity, performance, prospects, anticipated growth, provisions, impairments, business
strategies and opportunities. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events, and depend upon circumstances, that will or may occur in the future. Factors
that could cause actual business, strategy and/or results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements made by the Group
include, but are not limited to: general economic and political conditions in Cyprus and other EU Member
States, interest rate and foreign exchange fluctuations, legislative, fiscal and regulatory developments and
information technology, litigation and other operational risks. Should any one or more of these or other
factors materialise, or should any underlying assumptions prove to be incorrect, the actual results or events
could differ materially from those currently being anticipated as reflected in such forward looking
statements. The forward-looking statements made in this Offering Circular are only applicable as from the
date of publication of this Offering Circular. Except as required by any applicable law or regulation, the
Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward looking statement contained in this Offering Circular to reflect any change in the Group's
expectations or any change in events, conditions or circumstances on which any statement is based.
5

TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................. 7
OFFERING CIRCULAR SUPPLEMENT ........................................................................................... 11
RISK FACTORS .................................................................................................................................. 12
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 39
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 42
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......... 92
USE OF PROCEEDS ........................................................................................................................... 98
DESCRIPTION OF THE GROUP ....................................................................................................... 99
MANAGEMENT OF THE GROUP .................................................................................................. 112
REGULATORY FRAMEWORK AND SUPERVISION .................................................................. 116
TAXATION ........................................................................................................................................ 133
SUBSCRIPTION AND SALE ........................................................................................................... 138
FORM OF PRICING SUPPLEMENT ............................................................................................... 142
GENERAL INFORMATION ............................................................................................................. 153

6

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Bank's audited consolidated financial statements as at and for the year ended 31 December 2019
(including comparative information for the year ended 31 December 2018) (the "Bank Consolidated 2019
Audited Financial Statements") and the Bank's individual audited financial statements as at and for the
year ended 31 December 2019 (including comparative information for the year ended 31 December 2018)
(the "Bank Individual 2019 Audited Financial Statements" and, together with the Bank Consolidated
2019 Audited Financial Statements, the "Bank 2019 Audited Financial Statements") and the Bank's
audited consolidated financial statements as at and for the year ended 31 December 2018 (including
comparative information for the year ended 31 December 2017) (the "Bank Consolidated 2018 Audited
Financial Statements") and the Bank's individual audited financial statements as at and for the year ended
31 December 2018 (including comparative information for the year ended 31 December 2017) (the "Bank
Individual 2018 Audited Financial Statements" and, together with the Bank Consolidated 2018 Audited
Financial Statements, the "Bank 2018 Audited Financial Statements" and, together with the Bank 2019
Audited Financial Statements, the "Bank Audited Financial Statements") were prepared in accordance
with International Financial Reporting Standards as adopted by the EU ("IFRS") and with the requirements
of the Cyprus Companies Law, Cap. 113.
BOCH's consolidated condensed interim financial statements as at and for the period ended 30 June 2020
(the "BOCH Consolidated 2020 Interim Financial Statements") were prepared in accordance with
International Accounting Standards ("IAS") applicable to interim financial reporting as adopted by the EU
(IAS 34 "Interim Financial Reporting", the standard of IFRS applicable to the preparation of interim financial
statements).
BOCH's audited consolidated financial statements as at and for the year ended 31 December 2019 (including
comparative information for the year ended 31 December 2018) (the "BOCH Consolidated 2019 Audited
Financial Statements") and BOCH's audited consolidated financial statements as at and for the year ended
31 December 2018 (including comparative information for the year ended 31 December 2017) (the "BOCH
Consolidated 2018 Audited Financial Statements" and, together with the BOCH Consolidated 2019
Audited Financial Statements, the "BOCH Consolidated Audited Financial Statements"). The BOCH
Consolidated Audited Financial Statements were prepared in accordance with IFRS and with those parts of
the Companies Act 2014 applicable to companies reporting under IFRS. The BOCH Consolidated Audited
Financial Statements and the Bank Audited Financial Statements are together referred to as the "Audited
Financial Statements".
The Audited Financial Statements and the BOCH Consolidated 2020 Interim Financial Statements, in each
case, together with their accompanying notes and independent auditor's report, are incorporated by reference
into this Offering Circular and should be read in conjunction with their accompanying notes.

In accordance with the EU Regulation on audit reform of public interest entities and its implications relating
to the mandatory rotation of external auditors, on recommendation from the Audit Committee, on 27 June
2017 the Board of Directors of BOCH approved the appointment of PricewaterhouseCoopers ("PwC
Ireland") and PricewaterhouseCoopers Limited ("PwC Cyprus") as the external auditors of the Group and
the Bank, respectively, for accounting periods commencing on 1 January 2019.
PwC Cyprus was appointed by the shareholders of the Bank in an extraordinary general meeting on 2 April
2019 as the external auditor of the Group for accounting periods commencing on 1 January 2019.
The Bank 2019 Audited Financial Statements were audited by PwC Cyprus and the BOCH Consolidated
2019 Audited Financial Statements were audited by PwC Ireland while the Bank 2018 Audited Financial
Statements and the BOCH Consolidated 2018 Audited Financial Statements were audited by Ernst & Young
Cyprus Limited ("EY Cyprus") and Ernst & Young Chartered Accountants ("EY Ireland"), respectively.
PwC Ireland conducted a review in accordance with the International Standard on Review Engagements
7

(UK and Ireland) 2410 'Review of Interim Financial Information performed by the Independent Auditor of
the Entity' in respect of the BOCH Consolidated 2020 Interim Financial Statements.
Unless otherwise stated in this Offering Circular, financial information in relation to the Group referred to
in, or incorporated by reference in, this Offering Circular has been extracted or derived without material
adjustment from the Audited Financial Statements or the BOCH Consolidated 2020 Interim Financial
Statements, as applicable, or has been extracted or derived from those of the Group's accounting records and
its financial reporting and management systems that have been used to prepare that financial information.
Non-IFRS information and other statistics
This Offering Circular also presents or incorporates by reference certain financial measures that are not
measures defined under IFRS, including regulatory capital, risk weighted assets, funding and other risk
measures as well as non-IFRS performance measures (alternative performance measures). In addition, this
Offering Circular presents or incorporates by reference certain other operational statistics that are not
measures of financial performance under IFRS. No non-IFRS information should be considered as an
alternative to any IFRS financial measure. Such measures, as defined by the Group, may not be comparable
to other similarly described measures used by other companies, as non-IFRS measures are not uniformly
defined and other companies may calculate them in a different manner from the Group. The Group believes
that these non-IFRS measures are important aids to understanding the Group's performance, operations and
capital position.
In this Offering Circular and the information incorporated by reference herein, these non-IFRS performance
measures have the definitions as set out in the "Definitions and explanations on Alternative Performance
Measures Disclosures" section of the Group Annual Report 2019 (as defined in the "Documents
Incorporated by Reference" section of this Offering Circular), which is incorporated by reference into this
Offering Circular.
Comparability of Financial Information
In each of the 2019 BOCH Consolidated Audited Financial Statements and the 2019 Bank Audited Financial
Statements, reclassifications to and restatements of 20181 comparative information were made to conform
to the presentation of financial information for 2019. In particular:
During 2019, the Group and the Bank changed the classification of long term leased properties with
rental yield at market level which are acquired in exchange of debt and are leased out
under operating leases as 'Investment Properties' instead of 'Stock of Properties'. The change in
classification has been applied retrospectively in accordance with IAS 8 'Accounting Policies,
Changes in Accounting Estimates and Error' resulting in restatement of financial information for
prior periods 31 December 2018 and 31 December 2017. The restatement did not result in a material
impact on the Group's retained earnings as of 1 January 2018 and 31 December 2018. The
cumulative impact amounted to 1,189 thousand (gain) and was recognised in the Consolidated
Income Statement of the Group for the year ended 31 December 2019 and the Consolidated Income
Statement of the Bank for the year ended 31 December 2019, as applicable. Please refer to
"Summary of significant accounting policies, Accounting policies and changes in accounting
policies and disclosures, Change in classification of properties which are leased out under
operating leases" in the accompanying notes to the BOCH Consolidated 2019 Audited Financial
Statements included in the Group Annual Report 2019 and the Bank Consolidated 2019 Audited
Financial Statements included in the Bank Annual Report 2019 (as defined below), as applicable,
each of which is incorporated by reference in this Offering Circular.
'Fee and commission income' and 'Fee and commission expense' were restated to include
elimination of intragroup amounts between 'Fee and commission income/other commissions' and
'Fee and commission expense/banking commissions' amounting to 3,324 thousand. Additionally

1 The figures in this Offering Circular relating to information as at 31 December 2018 and for the year ended 31 December 2018 have been
extracted from the comparative information set out in the BOCH 2019 Audited Financial Statements and the Bank 2019 Audited Financial
Statements, as applicable, each of which is incorporated by reference in this Offering Circular.
8

'Fee and commission income/other commissions', as restated, includes 4,610 thousand fee and
commission income previously classified as 'Fee and commission income/credit related fees and
commission'. Please refer to "Fee and commission income and expense" in the accompanying notes
to the BOCH Consolidated 2019 Audited Financial Statements included in the Group Annual
Report 2019 and the Bank Consolidated 2019 Audited Financial Statements included in the Bank
Annual Report 2019, as applicable, each of which is incorporated by reference in this Offering
Circular.
Turnover was restated due to changes in the definition of 'Turnover' to include in the turnover
analysis 'Net gains on disposal of stock of property', the effect of the change in the classification of
properties which are leased out under operating leases and the effect of the change in presentation
of fee and commission income. Please refer to "Segmental analysis, Analysis of Turnover" in the
accompanying notes to the BOCH Consolidated 2019 Audited Financial Statements included in the
Group Annual Report 2019 and the Bank Consolidated 2019 Audited Financial Statements included
in the Bank Annual Report 2019, as applicable, each of which is incorporated by reference in this
Offering Circular.
For a full description of the reclassifications and restatements described above, as well as certain other
reclassifications and restatements within the accompanying notes to the Audited Financial Statements, please
refer to note "Summary of significant accounting policies, Comparative information", in the accompanying
notes to the BOCH Consolidated 2019 Audited Financial Statements included in the Group Annual Report
2019 and the accompanying notes to the Bank Consolidated 2019 Audited Financial Statements included in
the Bank Annual Report 2019, as applicable, each of which is incorporated by reference in this Offering
Circular.
Other than as described above, such reclassifications and restatements did not have an impact on the financial
results for the 2019 financial year or on the equity of the Group or the Bank as at the end of the 2019 financial
year.
Rounding and negative amounts
Certain figures contained in, or incorporated by reference in, this Offering Circular, including financial,
statistical and operating information, have been subject to rounding adjustments. Accordingly, figures shown
for the same category presented in different tables may vary slightly, and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures which precede them. In addition, certain
percentages in this Offering Circular have been calculated using rounded figures.
Negative amounts in, or incorporated by reference in, this Offering Circular are shown between brackets or
otherwise indicated by the surrounding text (such as describing such amount as "negative").
Market and Industry Information and Other Data
All references to market share, market data, industry statistics and industry forecasts in, or incorporated by
reference in, this Offering Circular consist of estimates compiled by industry professionals, competitors,
organisations or analysts of publicly available information, including governmental sources, or of the
Group's own knowledge of its sales and markets. Certain statements made in, or incorporated by reference
in, this Offering Circular are based on the Group's own proprietary information, insights, opinions or
estimates, and not on any third-party or independent source; these statements contain words such as 'the
Group believes', 'the Group expects', 'the Group sees', and as such do not purport to cite, refer to or summarise
any third-party or independent source and should not be so read.
Industry publications and governmental statistics generally state that their information is obtained from
sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed
and that the projections they contain are based on a number of significant assumptions.
Although the Group believes these sources to be reliable, the Group does not have access to the information,
methodology and other bases for such information and has not independently verified the information. Where
9

third-party information has been sourced in this Offering Circular or in information incorporated by
reference herein, the source of such information has been identified. The information in, or incorporated by
reference in, this Offering Circular that has been sourced from third parties has been accurately reproduced
with reference to these sources in the relevant paragraphs and, as far as the Group is aware and able to
ascertain from the information published by that third party, no facts have been omitted that would render
the reproduced information inaccurate or misleading.
The Group makes certain statements in this Offering Circular or in information incorporated by reference
herein regarding its competitive and market position. The Group believes these statements to be true, based
on market data and industry statistics, but the Group has not independently verified the information. The
Group cannot guarantee that a third party using different methods to assemble, analyse or compute market
data or public disclosure from competitors would obtain or generate the same results. In addition, the Group's
competitors may define their markets and their own relative positions in such markets differently than the
Group does and may also define various components of their business and operating results in a manner
which makes such figures non-comparable with the Group's.
All references to a "branch" or "branches" in this Offering Circular or in information incorporated by
reference herein denote a place or places where the Group has a physical presence and do not necessarily
denote that the Group either maintains a retail branch or provides counter or other client services at such
location.
References to Laws, Rules and Regulations
Unless otherwise specified, all references in this Offering Circular, or in any information incorporated by
reference herein, to any treaty, law, regulation, directive or rules are to it or them as amended or re-enacted
from time and time and in force as of the date of this Offering Circular.

10