TIDMBGEO
RNS Number : 5149P
Bank of Georgia Group PLC
20 June 2022
London, 20 June 2022
Bank of Georgia Group PLC - Result of AGM
Bank of Georgia Group PLC (the "Company") held its Annual
General Meeting (the "AGM") on 20 June 2022. Details of the
resolutions are set out in full in the Notice of AGM dated 12 May
2022.
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 2021 38,542,380 100.00% 0 0.00% 38,542,380 78.39% 466,370
---------- ------- ---------- ------ ---------- ------ ---------
2 To declare a final
dividend of GEL 2.33
per ordinary share 39,008,750 100.00% 0 0.00% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
3 To approve the Directors'
Remuneration Report 35,988,946 93.32% 2,576,116 6.68% 38,565,062 78.43% 443,688
---------- ------- ---------- ------ ---------- ------ ---------
4 To approve the Directors'
Remuneration Policy as
set out in the Directors'
Remuneration Report 26,378,680 67.62% 12,629,820 32.38% 39,008,500 79.33% 250
---------- ------- ---------- ------ ---------- ------ ---------
5 To appoint Mel Carvill,
as a Non-Executive Director** 38,876,248 99.66% 132,502 0.34% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
6 To re-appoint Alasdair
Breach, as a Non- Executive
Director** 35,550,968 91.14% 3,457,557 8.86% 39,008,525 79.33% 225
---------- ------- ---------- ------ ---------- ------ ---------
7 To re- appoint Archil
Gachechiladze, as an
Executive Director 38,624,099 99.86% 55,112 0.14% 38,679,211 78.67% 329,539
---------- ------- ---------- ------ ---------- ------ ---------
8 To re- appoint Tamaz
Georgadze, as a Non-Executive
Director** 36,357,464 94.00% 2,321,747 6.00% 38,679,211 78.67% 329,539
---------- ------- ---------- ------ ---------- ------ ---------
9 To re- appoint Hanna
Loikkanen as a Non-Executive
Director ** 35,275,773 90.43% 3,732,752 9.57% 39,008,525 79.33% 225
---------- ------- ---------- ------ ---------- ------ ---------
10 To re - appoint Véronique
McCarroll, as a Non-Executive
Director** 38,610,092 98.98% 398,433 1.02% 39,008,525 79.33% 225
---------- ------- ---------- ------ ---------- ------ ---------
11 To appoint Mariam
Megvinetukhutsesi, as
a Non-Executive Director** 38,279,799 98.97% 399,412 1.03% 38,679,211 78.67% 329,539
---------- ------- ---------- ------ ---------- ------ ---------
12 To re- appoint Jonathan
Muir, as a Non-Executive
Director** 38,610,092 98.98% 398,433 1.02% 39,008,525 79.33% 225
---------- ------- ---------- ------ ---------- ------ ---------
13 To re - appoint Cecil
Quillen, as a Non- Executive
Director** 36,357,464 94.00% 2,321,747 6.00% 38,679,211 78.67% 329,539
---------- ------- ---------- ------ ---------- ------ ---------
14 To re-appoint Ernst
& Young LLP as Auditor
to the Company 38,384,088 98.40% 624,487 1.60% 39,008,575 79.34% 175
---------- ------- ---------- ------ ---------- ------ ---------
15 To authorise the Audit
Committee to set the
remuneration of the Auditor 39,008,382 100.00% 368 0.00% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
16 To authorise political
donations and political
expenditure 38,617,398 99.84% 62,038 0.16% 38,679,436 78.67% 329,314
---------- ------- ---------- ------ ---------- ------ ---------
17 To authorise the Board
to allot shares 37,505,934 96.15% 1,502,816 3.85% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
18 To authorise the
disapplication of pre-emption
rights 37,728,106 96.72% 1,280,644 3.28% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
19 To authorise the
disapplication of pre-emption
rights for the purposes
of acquisitions or capital
investments 34,904,001 89.48% 4,104,749 10.52% 39,008,750 79.34% 0
---------- ------- ---------- ------ ---------- ------ ---------
20 To authorise the
Company to purchase its
own shares 38,409,990 98.48% 592,937 1.52% 39,002,927 79.32% 5,823
---------- ------- ---------- ------ ---------- ------ ---------
*Issued share capital
**Independent Director
Shareholders approved resolution 4, the Directors' Remuneration
Policy (the "Policy") with 67.62% votes cast in favour, however the
Company recognises that some shareholders have concerns on this
matter.
The revised Policy was developed in response to the legal
requirements of the new National Bank of Georgia Code of Corporate
Governance. We engaged with major shareholders and proxy advisory
agencies regarding the draft revised Policy ahead of its
finalization. The Company will continue to engage with shareholders
to ensure shareholder views are fully understood and will issue an
update within six months of the AGM.
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 be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
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" and on the LSE: BGEO LN) is a UK incorporated holding
company. The Group mainly comprises: a) retail banking and payment
business (Retail Banking); and b) corporate banking and investment
banking operations (Corporate and Investment Banking) in Georgia.
JSC Bank of Georgia ("Bank of Georgia", "BOG", or the "Bank"), a
systematically important and leading universal bank in Georgia, is
the core entity of the Group. The Bank is a leader in the payments
business and financial mobile application, with strong retail and
corporate banking franchises. In line with our digital strategy,
the Group focuses on expanding technological and advanced data
analytics capabilities to offer more personalised solutions and
seamless experiences to our customers. Employee empowerment,
customer satisfaction, and data-driven decision-making, together
with the strength of the banking franchise, are key enablers of the
Group's sustainable value creation. By building on its competitive
strengths and uncovering more opportunities, the Group is committed
to delivering strong profitability sustainably and maximising
shareholder value. The Group expects to benefit from the growth of
the Georgian economy, and through both its Retail Banking and
Corporate and Investment Banking operations, it aims to deliver on
its strategy and its key medium-term objectives at least 20% return
on average equity (ROAE) and c.10% 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 'Ba2/NP'
For further information, please visit www.bankofgeorgiagroup.com
or contact:
Archil Gachechiladze Michael Oliver Sulkhan Gvalia Nini Arshakuni
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 (7515)
agachechiladze@bog.ge moliver@bgeo.com sgvalia@bog.ge ir@bog.ge
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