CGEO Georgia Capital Plc

TIDMCGEO

RNS Number : 3231M

Georgia Capital PLC

20 May 2022

London, 20 May 2022

Georgia Capital PLC - Result of AGM

The Board of Directors of Georgia Capital PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held today, 20 May 2022. Details of the resolutions are set out in full in the Notice of AGM dated 12 April 2022.

Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.

Resolutions 1 to 13 (inclusive) were passed as ordinary resolutions and resolutions 14 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 adopt 
  the Annual Report and 
  Accounts for the year 
  ended 31 December 2021                 28,390,041   100.00%       0       0.00%    28,390,041   62.09%     5,628 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 2 To receive and approve 
  the Directors' Remuneration 
  Report for the year 
  ended 31 December 2021                 26,710,160   94.07%    1,684,919   5.93%    28,395,079   62.10%      590 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 3 To receive and approve 
  the Directors' Remuneration 
  Policy                                 26,599,621   93.68%    1,795,458   6.32%    28,395,079   62.10%      590 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 4 To re-appoint Irakli 
  Gilauri, as an Executive 
  Director                               25,714,908   90.87%    2,585,011   9.13%    28,299,919   61.90%    95,750 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 5 To re-appoint Kim 
  Bradley, as a Non-Executive 
  Director **                            28,238,987   99.45%     155,882    0.55%    28,394,869   62.10%      800 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 6 To re-appoint Maria 
  Chatti-Gautier, as a 
  Non-Executive Director**               28,238,987   99.45%     155,882    0.55%    28,394,869   62.10%      800 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 7 To re-appoint Massimo 
  Gesua' sive Salvadori 
  , as a Non-Executive 
  Director **                            28,394,721   100.00%      148      0.00%    28,394,869   62.10%      800 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 8 To re-appoint David 
  Morrison, as a Non-Executive 
  Director **                            28,394,869   100.00%       0       0.00%    28,394,869   62.10%      800 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 9 To re-appoint Jyrki 
  Talvitie, as a Non-Executive 
  Director **                            26,458,302   93.18%    1,936,567   6.82%    28,394,869   62.10%      800 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 10 To appoint PricewaterhouseCoopers 
  LLP as Auditor to the 
  Company                                28,389,763   99.98%      5,406     0.02%    28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 11 To a uthorise the 
  Audit and Valuation 
  Committee to set the 
  remuneration of the 
  Auditor                                28,395,141   100.00%      28       0.00%    28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 12 To authorise political 
  donations and expenditure              25,284,500   89.05%    3,110,669   10.95%   28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 13 To authorise the 
  Board to allot shares                  25,237,390   88.88%    3,157,779   11.12%   28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 14 To authorise the 
  disapplication of pre-emption 
  rights                                 24,475,489   86.20%    3,919,680   13.80%   28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 15 To authorise the 
  disapplication of pre-emption 
  rights for the purposes 
  of acquisitions or capital 
  investments                            23,503,597   82.77%    4,891,572   17.23%   28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 16 To authorise the 
  Company to purchase 
  its own shares                         28,389,991   99.98%      5,178     0.02%    28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 17 To authorise the 
  Company to make off-market 
  purchases of its own 
  shares                                 25,418,851   89.52%    2,976,318   10.48%   28,395,169   62.10%      500 
                                        -----------  --------  ----------  -------  -----------  -------  ---------- 
 

*Issued share capital with voting rights

**Independent Director

Notes:

1. As at the date of the AGM, the Company had 45,923,431 ordinary shares in issue. The Company held 201,187 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 45,722,244. 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 12 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.georgiacapital.ge .

Name of authorised official of issuer responsible for making notification:

Link Company Matters Limited

Company Secretary

About Georgia Capital PLC

Georgia Capital is a platform for buying, building and developing businesses in Georgia with holdings in sectors that are expected to benefit from the continued growth and further diversification of the Georgian economy. The Group's focus is typically on larger-scale investment opportunities in Georgia, which have the potential to reach at least GEL 0.3 billion equity value over 3-5 years from the initial investment and to monetise them through exits, as investments mature. Georgia Capital currently has the following portfolio businesses: (i) a retail (pharmacy) business, (ii) a hospitals business, (iii) an insurance business (P&C and medical insurance); (iv) a clinics and diagnostics business, (v) a renewable energy business (hydro and wind assets) and (vi) an education business; Georgia Capital also holds other small private businesses across different industries in Georgia; a 20% equity stake in the water utility business and a 19.9% equity stake in LSE premium-listed Bank of Georgia Group PLC ("BoG"), a leading universal bank in Georgia.

 
 JSC Georgia Capital has, as of 
  the date hereof, the following 
  credit ratings: 
 S&P Global     'B+'/FC & 'B+'/LC 
 Moody's        B2/CFR & B2/PDR 
 

For further information, please visit www.georgiacapital.ge or contact:

 
 Irakli Gilauri                  Giorgi Alpaidze           Michael Oliver                  Shalva Bukia 
 Chairman and Chief Executive    Chief Financial Officer   Adviser to the Chairman & CEO   Head of Investor Relations 
 ir@gcap.ge                      +995 322 005 000          +44 203 178 4034                + 995 322 005 045 
                                 ir@gcap.ge                ir@gcap.ge                      ir@gcap.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

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May 20, 2022 11:20 ET (15:20 GMT)