TIDMTBCG
RNS Number : 2141D
TBC Bank Group PLC
24 June 2019
TBC Bank Group PLC (the "Company")
Result of AGM
The Annual General Meeting of the Company was held on 24 June
2019 at at 10:00 am at the offices of Baker McKenzie, 100 New
Bridge Street, London. All resolutions were passed by the requisite
majority on a poll.
Resolutions 1 to 14 were passed as ordinary resolutions and
resolutions 15 to 17 were passed as special resolutions. The voting
results are given below:
No Resolution Votes % of Votes % of Total % of Votes
For votes Against votes votes issued Withheld
cast cast share
capital
voted
To receive the accounts
of the Company for
the year ended 31
December 2018 together
with the directors'
report, the strategic
report, the directors'
remuneration report
and the auditor's
1 report. 45,173,530 99.99% 3,892 0.01% 45,177,422 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To approve the directors'
remuneration report
set out on pages
136 to 155 of the
Annual Report and
Accounts for the
year ended 31 December
2 2018. 41,393,441 96.84% 1,352,797 3.16% 42,746,238 77.92 2,647,877
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To declare a final
dividend of GEL1.98
per ordinary share
of the Company in
respect of the full
financial year ended
31 December 2018,
payable in British
Pounds Sterling
at the official
exchange rate of
the National Bank
of Georgia for 13
June 2019, to be
paid on 12 July
2019 to the holders
of ordinary shares
on the register
of members at 6.00
pm (London time)
3 on 7 June 2019. 45,177,423 100.00% 0 0.00% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Mamuka
Khazaradze as a
director of the
4 Company. 38,274,225 97.63% 928,307 2.37% 39,202,532 71.46 6,191,583
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Badri
Japaridze as a director
5 of the Company. 38,709,781 98.74% 492,752 1.26% 39,202,533 71.46 6,191,583
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Nikoloz
Enukidze as a director
6 of the Company. 44,868,203 99.32% 309,220 0.68% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Nicholas
Dominic Haag as
a director of the
7 Company. 44,852,581 99.28% 324,842 0.72% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Vakhtang
Butskhrikidze as
a director of the
8 Company. 43,354,834 99.35% 284,105 0.65% 43,638,939 79.55 1,755,177
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint Giorgi
Shagidze as a director
9 of the Company. 44,689,526 98.92% 487,897 1.08% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To appoint Maria
Luisa Cicognani
as a director of
10 the Company. 44,852,581 99.28% 324,842 0.72% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To appoint Tsira
Kemularia as a director
11 of the Company 45,000,789 99.61% 176,634 0.39% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To reappoint
PricewaterhouseCoopers
LLP as auditor of
the Company to hold
office until the
conclusion of the
next Annual General
12 Meeting. 44,795,419 99.15% 382,003 0.85% 45,177,422 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To authorise the
Audit Committee
of the Company to
determine the auditor's
13 remuneration. 43,638,939 100.00% 0 0.00% 43,638,939 79.55 1,755,177
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To give authority
to allot securities
up to a specified
14 amount 42,844,761 95.01% 2,250,675 4.99% 45,095,436 82.20 298,680
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To disapply statutory
15 pre-emption rights 42,255,574 95.34% 2,064,741 4.66% 44,320,315 80.79 1,073,801
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
To give authority
to make market purchases
of the Company's
16 shares 44,791,527 99.15% 385,895 0.85% 45,177,422 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
That the Company
may call General
Meetings other than
Annual General Meetings
on not less than
17 14 clear days' notice. 40,521,202 89.69% 4,656,221 10.31% 45,177,423 82.35 216,693
--------------------------------- ----------- -------- ---------- ------- ----------- --------- ----------
NOTES
1. Votes "For" and "Against" are expressed as a percentage of votes cast.
2. Votes "For" include discretionary votes.
3. A "Vote withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" a resolution.
4. The total number of shares in issue is 54,859,504 ordinary
shares of GBP0.01. Ordinary shareholders are entitled to one vote
per share held.
5. To view the full wording of the resolutions, please refer to
the 2019 Notice of Annual General Meeting on the Company's website,
www.tbcbankgroup.com.
6. In accordance with the UK Listing Authority's Listing Rule
9.6.2, copies of all the resolutions passed other than resolutions
concerning ordinary business have been submitted to the UK Listing
Authority via the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/nsm.
For further enquiries, please contact:
Director of International Media and Investor Relations
Zoltan Szalai
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC PLC")
TBC PLC is a public limited company registered in England and
Wales that was incorporated in February 2016. TBC PLC became the
parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC
PLC is listed on the premium segment of London Stock Exchange under
the symbol TBCG and is a constituent of FTSE 250 Index.
TBC Bank, together with its subsidiaries, is the leading
universal banking group in Georgia, with a total market share of
38.4% of loans and 40.4% of non-banking deposits as at 31 March
2019, according to data published by the National Bank of
Georgia
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END
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