TIDMTBCB TIDMTBCG
RNS Number : 1175K
JSC TBC Bank
16 September 2016
TBC Bank Announces Results of Shareholder's Resolution
The European Union Market Abuse Regulation EU 596/2014 requires
TBC Bank to disclose that this announcement contains inside
information, as defined in that Regulation
JSC TBC Bank ("TBC Bank") announces that its parent company, TBC
Bank Group PLC ("TBC PLC"), passed the shareholders' resolutions
(the "Resolutions") for the purposes of: (i) amending the Charter
of TBC Bank; (ii) appointing new members to the supervisory board;
and (iii) approving an adjusted compensation system for the
supervisory board members. The Resolutions were passed on Thursday,
15 September 2016. Details of the resolutions are set out in full
below.
The Resolutions were proposed in order for certain arrangements
to be in line with TBC Bank's status as a subsidiary of its
premium-listed parent, TBC PLC. This was effected by the successful
closing of the tender offer, as announced on 5 August 2016, and the
admission of TBC PLC to the premium segment of the Official List
and to the Main Market of the London Stock Exchange plc, as
announced on 10 August 2016. The updated arrangements are intended
to be consistent with that status and the provisions of the
prospectus issued by TBC PLC on 1 June 2016 in connection with the
tender offer and the admission of TBC PLC.
If you have any questions, please contact:
JSC TBC Bank
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Joint Stock Company ("TBC Bank")
TBC Bank, together with its subsidiaries, is one of the leading
universal banking groups in Georgia, with a total market share of
28.2% of loans and 29.3% of non-banking deposits in Georgia as at
30 June 2016, according to data published by the NBG. It holds the
number one position in deposits of individuals, the number two
position in loans (both to individuals and to legal entities) and
in deposits of legal entities, according to NBG data, and has a
particular expertise in the fast-growing SME and micro sectors,
where TBC Bank considers itself a market leader.
TBC BANK GROUP PLC - SHAREHOLDER AND PARENT COMPANY OF JSC TBC
BANK
RESOLUTIONS
15 September 2016
TBC BANK GROUP PLC. (Company No. 10029943 (S), with registered
address at 5th Floor 6, St. Andrew Street, London, United Kingdom,
EC4A 3AE, United Kingdom), having 98% of issued shares with voting
right of the JSC TBC Bank (Company No. 204854595), represented by
Mamuka Khazaradze, Chairman of the Board
On the basis of the Article 54.1 of "the Law of Georgia on
Entrepreneurs", Article 5.2.7.(a), (d) and (g) of the Charter of
the JSC TBC Bank, considered the following matters:
Agenda items:
1. Approval of the amendments to the charter;
2. Approval of Appointment of New Members to the Supervisory Board;
3. Approval of the Supervisory Board Members Adjusted Compensation.
This decision shall be equal to the minutes of a meeting and
shall be considered to be the decision made by the meeting.
In its capacity as 98 % shareholder of JSC TBC Bank, TBC BANK
GROUP PLC has resolved the following:
1. Approval of the amendments to the charter.
Approve the amendments to the Charter of the JSC TBC Bank and
approve the final incorporated version of the Charter as
follows:
(i) Paragraph 1.3. of Article 1 shall be amended and replaced as follows:
"1.3. The Bank is a joint stock company, established for an
unlimited period. The rights and responsibilities of the Bank shall
be determined by the law of Georgia "On the Activity of Commercial
Banks", the Law of Georgia "On Entrepreneurs", normative acts of
the National Bank of Georgia (or its successor entity), this
Charter and other respective normative acts in force in Georgia.
The Bank shall be bound by its parent company TBC Bank Group PLC's
terms of references, where applicable, and adopted group policies
and also be guided by rules and standards of international banking
practice."
(ii) Paragraph 5.3.1 of Article 5 shall be amended and replaced as follows:
"5.3.1 Supervisory Board of the Bank, consisting of nine
members, supervises the activities of a Bank. One member of the
Supervisory Board may have a status of a Senior Independent
Member."
(iii) Subparagraphs (b), (f), (i), and (j) of Paragraph 5.3.9 of
Article 5 shall be amended and replaced as follows:
"(b) approves purchase, alienation, and disposal of property,
value of which exceeds 0.5% of the Bank's total assets."
"(f) approves a transaction or a series of transactions with
respect to the Bank's borrowing if it exceeds 3% of the Bank's
total assets."
"(i) approves acquiring shares/ownership interest in, investing
in, or disposing of shares/ownership interest in legal persons for
total consideration in excess of an aggregate total of 0.5% of the
Bank's total assets."
"(j) approves any sale, lease, exchange, transfer, pledge,
mortgage, contribution or other disposition of the assets of the
Bank or Key Subsidiary exceeding 0.5 % of the Bank's total assets,
except for any Security (as this term is defined in Clause
5.3.10(c) hereof) upon, or with respect to, any present or future
assets or revenues or any part thereof which is created pursuant to
any Repo Transaction with the National Bank of Georgia."
(iv) Paragraph 5.3.11 of Article 5 shall be amended and replaced as follows:
"5.3.11. Subject to any additional requirement of Georgian law
with respect to transactions with related parties, the Supervisory
Board approves the entering into any Related Party Transaction,
other than the transaction with a Subsidiary, with an affirmative
vote of at least 6 members."
(v) Paragraph 5.3.12 of article 5 shall be amended and replaced as follows:
"5.3.12. For the purposes of this Charter:
(a) a "Related Party Transaction" has the meaning given to it by
the National Bank of Georgia (or its successor entity) relevant
applicable regulations as adopted from time to time .
(b) a "Subsidiary" has the meaning given to it by the National
Bank of Georgia (or its successor entity) relevant applicable
regulations as adopted from time to time.
(c) a "Related Party" has the meaning given to it by the
National Bank of Georgia (or its successor entity) relevant
applicable regulations as adopted from time to time."
(vi) Paragraph 5.3.13 of article 5 shall be amended and replaced as follows:
"5.3.13. A Supervisory Board member shall not take part in any
discussion or decision-making that involves any subject or
transaction in which he/she has a conflict of interest with the
Bank. In case the number of members of the Supervisory Board who
are not precluded from voting on the Related Party Transaction is
less than six, the decision shall be taken by such remaining
members unanimously."
(vii) Paragraph 5.3.14 of article 5 shall be amended and replaced as follows:
"5.3.14 Related Party Transactions shall be concluded only with
the approval of the Supervisory Board, save in cases explicitly
excluded by the National Bank of Georgia (or its successor entity)
regulations as adopted from time to time."
2. Approval of Appointment of New Members to the Supervisory Board
Whereas, Mrs. Irina Schmidt's term of office as the Supervisory
Board Member has expired, Corporate Governance and Nomination
Committee of the Bank recommended appointment of Mr. Stephan Wilcke
as an independent member of the Supervisory Board for the term of 4
years.
Corporate Governance and Nomination Committee has also
recommended appointment of Vakhtang Butskhrikidze and Giorgi
Shagidze as new members of the Supervisory Board for the term of 4
years.
Approve:
-- Appointment of Mr. Stephan Wilcke as the independent member
of the Supervisory Board of the JSC TBC Bank for the term of 4
years.
-- Appointment of Mr. Vakhtang Butskhrikidze and Mr. Giorgi
Shagidze as members of the Supervisory Board of the JSC TBC Bank
for the term of 4 years.
3. Approval of the Supervisory Board Members Adjusted Compensation
With the aim to adjust the compensation related to the
membership of JSC TBC Bank Supervisory Board and membership of the
TBC Bank Group PLC (parent company), the compensation shall be
adjusted and new Supervisory Board Compensation System approved
accordingly.
Mr. Stephan Wilcke was appointed as the TBC Bank Group PLC Board
member as at 31 May 2016. JSC TBC Bank decided to grant a lump sum
in the amount of USD 19,688.00 net of Georgian taxes to Mr. Stephan
Wilcke as a signing bonus.
Approve:
-- the Supervisory Board compensation as set out in Annex 1:
Supervisory Board Compensation System.
-- grant of a lump sum in the amount of USD 19,688.00 net of
Georgian taxes to Mr. Stephan Wilcke.
Signature:
TBC BANK GROUP PLC
Mamuka Khazaradze, Chairman of the Board
This information is provided by RNS
The company news service from the London Stock Exchange
END
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