Last checked at 17 May 2019 13:40
London, 17 May 2019
Bank of Georgia Group PLC - Results of AGM
The Board of Directors of Bank of Georgia Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Friday, 17 May 2019. Details of the resolutions are set out in full in the Notice of AGM dated 5 April 2019.
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 | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC* VOTED | VOTESWITHHELD |
1 To receive and approve the Annual Report and Accounts for the year ended 31 December 2018 | 42,106,635 | 100.00 | 0 | 0.00 | 42,106,635 | 85.64% | 24,962 |
2 To declare a final dividend of GEL 2.55 per Ordinary Share | 42,127,534 | 100.00 | 0 | 0.00 | 42,127,534 | 85.68% | 4,063 |
3 To receive and approve the Directors' Remuneration Report | 30,993,360 | 73.57 | 11,134,173 | 26.43 | 42,127,533 | 85.68% | 4,063 |
4 To receive and approve the Directors' Remuneration Policy | 37,459,269 | 90.92 | 3,740,514 | 9.08 | 41,199,783 | 83.79% | 931,813 |
5 To appoint Neil Janin, as a Non-Executive Director** | 37,693,474 | 91.49 | 3,505,764 | 8.51 | 41,199,238 | 83.79% | 932,358 |
6 To appoint Alasdair Breach, as a Non- Executive Director** | 38,666,669 | 93.85 | 2,532,570 | 6.15 | 41,199,239 | 83.79% | 932,358 |
7 To appoint Archil Gachechiladze, as an Executive Director | 41,995,025 | 99.69 | 131,964 | 0.31 | 42,126,989 | 85.68% | 4,608 |
8 To appoint Tamaz Georgadze, as a Non-Executive Director** | 39,077,561 | 94.85 | 2,121,678 | 5.15 | 41,199,239 | 83.79% | 932,358 |
9 To appoint Hanna Loikkanen as a Non-Executive Director ** | 41,773,534 | 99.16 | 354,000 | 0.84 | 42,127,534 | 85.68% | 4,063 |
10 To appoint Veronique McCarroll, as a Non-Executive Director** | 41,995,603 | 99.69 | 131,931 | 0.31 | 42,127,534 | 85.68% | 4,063 |
11 To appoint Jonathan Muir, as a Non-Executive Director** | 41,609,033 | 98.77 | 517,956 | 1.23 | 42,126,989 | 85.68% | 4,608 |
12 To appoint Cecil Quillen, as a Non-Executive Director** | 39,008,789 | 94.68 | 2,190,450 | 5.32 | 41,199,239 | 83.79% | 932,358 |
13 To appoint Andreas Wolf, as a Non-Executive Director** | 41,786,029 | 99.24 | 320,960 | 0.76 | 42,106,989 | 85.64% | 4,608 |
14 To appoint Ernst & Young LLP as Auditor to the Company | 40,136,101 | 95.32 | 1,971,383 | 4.68 | 42,107,484 | 85.64% | 4,113 |
15 To authorise the Audit Committee to set the remuneration of the Auditor | 40,510,900 | 96.21 | 1,596,089 | 3.79 | 42,106,989 | 85.64% | 4,608 |
16 To authorise political donations and political expenditure. | 41,253,942 | 98.95 | 437,859 | 1.05 | 41,691,801 | 84.79% | 419,796 |
17 To authorise the Board to allot shares | 40,341,874 | 95.81 | 1,765,115 | 4.19 | 42,106,989 | 85.64% | 4,608 |
18 To authorise the disapplication of pre-emption rights | 38,694,728 | 91.90 | 3,412,261 | 8.10 | 42,106,989 | 85.64% | 4,608 |
19 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments | 38,382,022 | 91.15 | 3,724,967 | 8.85 | 42,106,989 | 85.64% | 4,608 |
20 To authorise the Company to purchase its own shares | 41,552,490 | 98.71 | 542,578 | 1.29 | 42,095,068 | 85.61% | 16,529 |
*Issued share capital
**Independent Director
In relation to Resolution 3, while shareholders approved the Directors' Remuneration Report with a clear majority, with 73.6% votes cast in favour, the Company recognises that some shareholders have concerns on this matter.
During early 2019 we engaged with shareholders regarding remuneration arrangements, including the salary package for the CEO, and the Company's major shareholders were generally supportive. We further note that shareholders approved the new Directors' Remuneration Policy with 90.9% votes cast in favour.
The Company will further engage with shareholders to ensure shareholder views are fully understood.
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 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.bankofgeorgiagroup.com.
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" - LSE: BGEO LN) is a UK incorporated holding company, which comprises: a) retail banking and payment services, b) corporate investment banking and wealth management operations and c) banking operations in Belarus ("BNB"). JSC Bank of Georgia ("Bank of Georgia", "BOG" or the "Bank"), the leading universal bank in Georgia, is the core entity of the Group. The Group targets to benefit from superior growth of the Georgian economy through both its retail banking and corporate investment banking services and aims to deliver on its strategy, which is based on at least 20% ROAE and 15-20% 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 | 'Ba3/NP' (FC) & 'Ba2/NP' (LC) |
For further information, please visit www.bankofgeorgiagroup.com or contact:
Archil Gachechiladze | Michael Oliver | Sulkhan Gvalia | Natia Kalandarishvili |
Group CEO | Adviser to the CEO | Group CFO | Head of Investor Relations |
+995 322 444 144 | +44 203 178 4034 | +995 322 444 108 | +995 322 444 444 (9282) |
agachechiladze@bog.ge | moliver@bgeo.com | sgvalia@bog.ge | ir@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