TIDMBGEO
RNS Number : 4438Z
Bank of Georgia Group PLC
17 May 2019
London, 17 May 2019
Bank of Georgia Group PLC - Results of AGM
The Board of Directors of Bank of Georgia Group PLC (the
"Company") announces the results of voting on the resolutions put
to shareholders at its Annual General Meeting (the "AGM") held on
Friday, 17 May 2019. Details of the resolutions are set out in full
in the Notice of AGM dated 5 April 2019.
Voting at the AGM was completed by way of a poll. All
resolutions were passed by the required majority.
Resolutions 1 to 17 (inclusive) were passed as ordinary
resolutions and resolutions 18 to 20 (inclusive) were passed as
special resolutions.
The results of the poll for each resolution were as follows:
RESOLUTION VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC* WITHHELD
VOTED
1 To receive and approve
the Annual Report and
Accounts for the year
ended 31 December 2018 42,106,635 100.00 0 0.00 42,106,635 85.64% 24,962
----------- ------- ----------- ------ ----------- ------- ----------
2 To declare a final dividend
of GEL 2.55 per Ordinary
Share 42,127,534 100.00 0 0.00 42,127,534 85.68% 4,063
----------- ------- ----------- ------ ----------- ------- ----------
3 To receive and approve
the Directors' Remuneration
Report 30,993,360 73.57 11,134,173 26.43 42,127,533 85.68% 4,063
----------- ------- ----------- ------ ----------- ------- ----------
4 To receive and approve
the Directors' Remuneration
Policy 37,459,269 90.92 3,740,514 9.08 41,199,783 83.79% 931,813
----------- ------- ----------- ------ ----------- ------- ----------
5 To appoint Neil Janin,
as a Non-Executive Director** 37,693,474 91.49 3,505,764 8.51 41,199,238 83.79% 932,358
----------- ------- ----------- ------ ----------- ------- ----------
6 To appoint Alasdair
Breach, as a Non- Executive
Director** 38,666,669 93.85 2,532,570 6.15 41,199,239 83.79% 932,358
----------- ------- ----------- ------ ----------- ------- ----------
7 To appoint Archil Gachechiladze,
as an Executive Director 41,995,025 99.69 131,964 0.31 42,126,989 85.68% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
8 To appoint Tamaz Georgadze,
as a Non-Executive Director** 39,077,561 94.85 2,121,678 5.15 41,199,239 83.79% 932,358
----------- ------- ----------- ------ ----------- ------- ----------
9 To appoint Hanna Loikkanen
as a Non-Executive Director
** 41,773,534 99.16 354,000 0.84 42,127,534 85.68% 4,063
----------- ------- ----------- ------ ----------- ------- ----------
10 To appoint Veronique
McCarroll, as a Non-Executive
Director** 41,995,603 99.69 131,931 0.31 42,127,534 85.68% 4,063
----------- ------- ----------- ------ ----------- ------- ----------
11 To appoint Jonathan
Muir, as a Non-Executive
Director** 41,609,033 98.77 517,956 1.23 42,126,989 85.68% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
12 To appoint Cecil Quillen,
as a Non-Executive Director** 39,008,789 94.68 2,190,450 5.32 41,199,239 83.79% 932,358
----------- ------- ----------- ------ ----------- ------- ----------
13 To appoint Andreas
Wolf, as a Non-Executive
Director** 41,786,029 99.24 320,960 0.76 42,106,989 85.64% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
14 To appoint Ernst &
Young LLP as Auditor to
the Company 40,136,101 95.32 1,971,383 4.68 42,107,484 85.64% 4,113
----------- ------- ----------- ------ ----------- ------- ----------
15 To authorise the Audit
Committee to set the remuneration
of the Auditor 40,510,900 96.21 1,596,089 3.79 42,106,989 85.64% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
16 To authorise political
donations and political
expenditure. 41,253,942 98.95 437,859 1.05 41,691,801 84.79% 419,796
----------- ------- ----------- ------ ----------- ------- ----------
17 To authorise the Board
to allot shares 40,341,874 95.81 1,765,115 4.19 42,106,989 85.64% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
18 To authorise the disapplication
of pre-emption rights 38,694,728 91.90 3,412,261 8.10 42,106,989 85.64% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
19 To authorise the disapplication
of pre-emption rights
for the purposes of acquisitions
or capital investments 38,382,022 91.15 3,724,967 8.85 42,106,989 85.64% 4,608
----------- ------- ----------- ------ ----------- ------- ----------
20 To authorise the Company
to purchase its own shares 41,552,490 98.71 542,578 1.29 42,095,068 85.61% 16,529
----------- ------- ----------- ------ ----------- ------- ----------
*Issued share capital
**Independent Director
In relation to Resolution 3, while shareholders approved the
Directors' Remuneration Report with a clear majority, with 73.6%
votes cast in favour, the Company recognises that some shareholders
have concerns on this matter.
During early 2019 we engaged with shareholders regarding
remuneration arrangements, including the salary package for the
CEO, and the Company's major shareholders were generally
supportive. We further note that shareholders approved the new
Directors' Remuneration Policy with 90.9% votes cast in favour.
The Company will further engage with shareholders to ensure
shareholder views are fully understood.
Notes:
1. As at the date of the AGM, the Company had 49,169,428
ordinary shares in issue. The Company did not hold any shares in
treasury and therefore the number of total voting rights as at the
date of the AGM was 49,169,428. In accordance with the Company's
Articles of Association and subject to the Listing Rules, on a poll
every member who is present in person or by proxy has one vote for
every share held.
2. The scrutineer of the poll was Computershare Investor
Services PLC, the Company's Share Registrar.
3. Note that a "vote withheld" is not a vote in law and such
votes have not been included in the calculation of votes "for" and
"against" each resolution. Proxy appointments which gave discretion
to the Chairman have been included in the "for" total above.
In accordance with Listing Rule 9.6.2, copies of the resolutions
which constitute special business at the AGM (being resolutions 4
and 16 to 20) will be submitted to the National Storage Mechanism
and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm.
A copy of this announcement has been posted on the Company's
website www.bankofgeorgiagroup.com.
Name of authorised official of issuer responsible for making
notification:
Link Company Matters Limited
Company Secretary
About Bank of Georgia Group PLC
Bank of Georgia Group PLC ("Bank of Georgia Group" or the
"Group" - LSE: BGEO LN) is a UK incorporated holding company, which
comprises: a) retail banking and payment services, b) corporate
investment banking and wealth management operations and c) banking
operations in Belarus ("BNB"). JSC Bank of Georgia ("Bank of
Georgia", "BOG" or the "Bank"), the leading universal bank in
Georgia, is the core entity of the Group. The Group targets to
benefit from superior growth of the Georgian economy through both
its retail banking and corporate investment banking services and
aims to deliver on its strategy, which is based on at least 20%
ROAE and 15-20% growth of its loan book.
JSC Bank of Georgia has, as of
the date hereof, the following
credit ratings:
Fitch Ratings 'BB-/B'
Moody's 'Ba3/NP' (FC)
& 'Ba2/NP' (LC)
For further information, please visit www.bankofgeorgiagroup.com
or contact:
Archil Gachechiladze Michael Oliver Sulkhan Gvalia Natia Kalandarishvili
Group CEO Adviser to the Group CFO Head of Investor
CEO Relations
+995 322 444 444
+995 322 444 144 +44 203 178 4034 +995 322 444 108 (9282)
agachechiladze@bog.ge moliver@bgeo.com sgvalia@bog.ge ir@bog.ge
This news report is presented for general informational purposes
only and should not be construed as an offer to sell or the
solicitation of an offer to buy any securities
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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