TIDMBGEO
RNS Number : 2322N
Bank of Georgia Group PLC
18 May 2020
London, 18 May 2020
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
Monday, 18 May 2020. Details of the resolutions are set out in full
in the Notice of AGM dated 30 April 2020.
Voting at the AGM was completed by way of a poll. All
resolutions were passed by the required majority.
Resolutions 1 to 14 (inclusive) were passed as ordinary
resolutions and resolutions 15 to 17 (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 2019 41,603,238 99.46 226,785 0.54 41,830,023 85.07% 363,015
----------- ------ ----------- ------ ----------- ------- ----------
2 To receive and approve
the Directors' Remuneration
Report 29,373,803 69.66 12,795,084 30.34 42,168,887 85.76% 24,150
----------- ------ ----------- ------ ----------- ------- ----------
3 To appoint Neil Janin,
as a Non-Executive Director** 39,098,647 93.41 2,759,212 6.59 41,857,859 85.13% 335,178
----------- ------ ----------- ------ ----------- ------- ----------
4 To appoint Alasdair
Breach, as a Non- Executive
Director** 38,121,037 90.35 4,071,950 9.65 42,192,987 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
5 To appoint Archil Gachechiladze,
as an Executive Director 42,186,079 99.98 6,909 0.02 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
6 To appoint Tamaz Georgadze,
as a Non-Executive Director** 39,716,839 94.13 2,476,149 5.87 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
7 To appoint Hanna Loikkanen
as a Non-Executive Director
** 41,543,176 98.46 649,812 1.54 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
8 To appoint Veronique
McCarroll, as a Non-Executive
Director** 41,922,758 99.36 270,230 0.64 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
9 To appoint Jonathan
Muir, as a Non-Executive
Director** 41,922,606 99.36 270,382 0.64 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
10 To appoint Cecil Quillen,
as a Non-Executive Director** 39,716,839 94.13 2,476,149 5.87 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
11 To appoint Ernst &
Young LLP as Auditor to
the Company 41,755,521 98.96 437,467 1.04 42,192,988 85.81% 50
----------- ------ ----------- ------ ----------- ------- ----------
12 To a uthorise the
Audit Committee to set
the remuneration of the
Auditor 41,915,266 99.34 277,772 0.66 42,193,038 85.81% 0
----------- ------ ----------- ------ ----------- ------- ----------
13 To authorise political
donations and political
expenditure. 41,133,594 98.27 724,316 1.73 41,857,910 85.13% 335,128
----------- ------ ----------- ------ ----------- ------- ----------
14 To authorise the Board
to allot shares 39,981,150 94.81 2,187,788 5.19 42,168,938 85.76% 24,100
----------- ------ ----------- ------ ----------- ------- ----------
15 To authorise the disapplication
of pre-emption rights 38,722,770 91.78 3,469,723 8.22 42,192,493 85.81% 545
----------- ------ ----------- ------ ----------- ------- ----------
16 To authorise the disapplication
of pre-emption rights
for the purposes of acquisitions
or capital investments 38,059,014 90.20 4,133,479 9.80 42,192,493 85.81% 545
----------- ------ ----------- ------ ----------- ------- ----------
17 To authorise the Company
to purchase its own shares 41,481,751 98.39 679,848 1.61 42,161,599 85.75% 31,439
----------- ------ ----------- ------ ----------- ------- ----------
*Issued share capital
**Independent Director
In relation to Resolution 2, while the majority of shareholders
approved the Directors' Remuneration Report, with 69.66% votes cast
in favour, the Company recognises that a significant minority of
shareholders voted against the resolution. The Company has already
begun engagement with a number of shareholders to better understand
their concerns. We will continue to listen to their views and
actively engage them on this matter during 2020 and will publish an
update on our website within six months.
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 13
to 17) will be submitted to the National Storage Mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
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; and b) corporate
and investment banking and wealth management operations in Georgia,
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. In the medium to
long-term, the Group targets to benefit from superior growth of
Georgian economy through both its retail banking and corporate and
investment banking services and aims to deliver on its strategy,
which is based on at least 20% ROAE and c.15% 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
CEO Adviser to the 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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