Last checked at 1 Jun 2017 16:14
London, 1 June 2017
BGEO Group PLC - Results of AGM
The Board of Directors of BGEO Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Thursday, 1 June 2017. Details of the resolutions are set out in full in the Notice of AGM dated 2 May 2017.
Resolutions 1 to 15 were passed as ordinary resolutions and resolutions 16, 17 and 18 were passed as special resolutions.
The results of the poll were as follows:
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC* VOTED | VOTESWITHHELD |
1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2016. | 32,512,832 | 99.94 | 19,000 | 0.06 | 32,531,832 | 82.46 | 1,501 |
2 To declare a final dividend of GEL 2.6 per Ordinary Share. | 32,533,333 | 100.00 | 0 | 0.00 | 32,533,333 | 82.47 | 0 |
3 To receive and approve the Directors' Remuneration Report. | 30,694,906 | 94.47 | 1,798,027 | 5.53 | 32,492,933 | 82.37 | 40,400 |
4 To approve the Directors' Remuneration Policy, to take effect from the conclusion of the AGM. | 30,701,505 | 94.49 | 1,791,428 | 5.51 | 32,492,933 | 82.37 | 40,400 |
5 To re-elect Neil Janin, as Non-Executive Director. | 28,654,048 | 88.08 | 3,879,285 | 11.92 | 32,533,333 | 82.47 | 0 |
6 To re-elect Irakli Gilauri, as an Executive Director. | 32,520,551 | 99.96 | 12,732 | 0.04 | 32,533,283 | 82.47 | 50 |
7 To re-elect David Morrison, as a Non-Executive Director. | 32,254,337 | 99.14 | 278,946 | 0.86 | 32,533,283 | 82.47 | 50 |
8 To re-elect Alasdair Breach, as a Non-Executive Director. | 32,136,900 | 98.78 | 396,383 | 1.22 | 32,533,283 | 82.47 | 50 |
9 To re-elect Kim Bradley, as a Non-Executive Director. | 32,512,600 | 99.96 | 12,732 | 0.04 | 32,525,332 | 82.45 | 50 |
10 To re-elect Tamaz Georgadze, as a Non-Executive Director. | 32,520,551 | 99.96 | 12,732 | 0.04 | 32,533,283 | 82.47 | 50 |
11 To re-elect Hanna Loikkanen as a Non-Executive Director. | 32,520,551 | 99.96 | 12,732 | 0.04 | 32,533,283 | 82.47 | 50 |
12 To re-appoint Ernst & Young LLP as Auditor to the Company. | 32,443,742 | 100.00 | 0 | 0.00 | 32,443,742 | 82.24 | 71,041 |
13 To authorise the Board to set the remuneration of the Auditor. | 32,443,773 | 99.72 | 89,560 | 0.28 | 32,533,333 | 82.47 | 18,550 |
14 To authorise political donations and political expenditure. | 32,046,416 | 98.72 | 415,068 | 1.28 | 32,461,484 | 82.29 | 71,849 |
15 To authorise the Board to allot shares. | 32,196,381 | 99.02 | 318,402 | 0.98 | 32,514,783 | 82.42 | 18,550 |
16 To authorise the disapplication of pre-emption rights. | 32,251,898 | 99.19 | 262,885 | 0.81 | 32,514,783 | 82.42 | 18,550 |
17 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments. | 32,024,457 | 98.49 | 490,326 | 1.51 | 32,514,783 | 82.42 | 18,550 |
18 To authorise the Company to purchase its own shares. | 32,350,565 | 99.77 | 74,608 | 0.23 | 32,425,173 | 82.19 | 108,160 |
*Issued share capital
As at the date of the AGM, the Company had 39,449,320 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 39,449,320. 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. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
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 15-18) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
A copy of this announcement has been posted on the Company's website, www.bgeo.com.
Name of authorised official of issuer responsible for making notification:
Kate Bennett Rea
on behalf of Sirius Compliance Solutions Ltd
Group Company Secretary
About BGEO Group PLC
The Group: BGEO Group PLC ("BGEO" or the "Group" - LSE: BGEO LN) is a UK incorporated holding company of a Georgia-focused investment platform. BGEO invests in the banking and non-banking sectors in Georgia (BGEO and its subsidiaries, the "Group"). BGEO aims to deliver on a 4x20 strategy: at least 20% ROAE and at least 20% growth of retail loan book in Banking Business, and at least 20% IRR and up to 20% of the Group's profit from Investment Business.
Banking Business: Our Banking Business comprises at least 80% of the Group's profit and consists of Retail Banking, Corporate Banking and Investment Management businesses at its core and other banking businesses such as P&C Insurance, Leasing, Payment Services and Banking operations in Belarus ("BNB"). The Group strives to benefit from the underpenetrated banking sector in Georgia especially through its Retail Banking services. JSC Bank of Georgia ("BOG" or the "Bank") is the main entity in the Group's Banking Business.
Investment Business: Our Investment Business comprises up to 20% of the Group's profit and consists of Georgia Healthcare Group (Healthcare Business) - an LSE (London Stock Exchange PLC) premium listed company, m2 Real Estate (Real Estate Business), Georgia Global Utilities (Utility & Energy Business or GGU) and Teliani Valley (Beverage Business). Georgia's fast-growing economy provides opportunities in a number of underdeveloped markets and the Group is well positioned to capture growth opportunities in the Georgian corporate sector.
JSC BGEO Group has, as of the date hereof, the following credit ratings: | Bank of Georgia has, as of the date hereof, the following credit ratings: | ||
Fitch Ratings | 'BB-/B' | Fitch Ratings | 'BB-/B' |
Moody's | B1/NP (FC) & B1/NP (LC) | Moody's | 'B1/NP' (FC) & 'Ba3/NP' (LC) |
For further information, please visit www.bgeo.com or contact:
Irakli Gilauri | Michael Oliver | Giorgi Alpaidze |
Group CEO | Adviser to the CEO | Head of Investor Relations |
+995 322 444 109 | +44 203 178 4034 | +995 322 444 444 (ext. 3979) |
igilauri@bog.ge | moliver@bgeo.com | g.alpaidze@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