Last checked at 22 May 2019 14:02
London, 22 May 2019
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 on Wednesday 22 May 2019. Details of the resolutions are set out in full in the Notice of AGM dated 12 April 2019.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 14 (inclusive) were passed as ordinary resolutions and resolutions 15 to 17 (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 adopt the Annual Report and Accounts for the year ended 31 December 2018 | 31,515,230 | 100.00 | 0 | 0.00 | 31,515,230 | 85.15 | 20,094 |
2 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018 | 29,932,096 | 98.77 | 371,362 | 1.23 | 30,303,458 | 81.87 | 1,231,866 |
3 To receive and approve the Directors' Remuneration Policy | 28,900,823 | 98.89 | 325,227 | 1.11 | 29,226,050 | 78.96 | 2,309,274 |
4 To elect Irakli Gilauri, as an Executive Director | 28,710,280 | 94.07 | 1,810,994 | 5.93 | 30,521,274 | 82.46 | 1,014,050 |
5 To elect Kim Bradley, as a Non-Executive Director ** | 30,418,454 | 99.66 | 102,820 | 0.34 | 30,521,274 | 82.46 | 1,014,050 |
6 To elect Caroline Brown, as a Non-Executive Director ** | 31,271,399 | 99.16 | 263,925 | 0.84 | 31,535,324 | 85.20 | 0 |
7 To elect Massimo Gesua' sive Salvadori, as a Non-Executive Director ** | 31,385,989 | 99.53 | 149,335 | 0.47 | 31,535,324 | 85.20 | 0 |
8 To elect William Huyett, as a Non-Executive Director ** | 30,305,609 | 99.29 | 215,665 | 0.71 | 30,521,274 | 82.46 | 1,014,050 |
9 To elect David Morrison, as a Non-Executive Director ** | 31,362,894 | 99.45 | 172,430 | 0.55 | 31,535,324 | 85.20 | 0 |
10 To elect Jyrki Talvitie, as a Non-Executive Director ** | 30,273,219 | 99.19 | 248,055 | 0.81 | 30,521,274 | 82.46 | 1,014,050 |
11 To appoint Ernst & Young LLP as Auditor to the Company | 31,373,196 | 99.49 | 162,078 | 0.51 | 31,535,274 | 85.20 | 50 |
12 To authorise the Audit Committee to set the remuneration of the Auditor | 31,455,075 | 99.75 | 80,249 | 0.25 | 31,535,324 | 85.20 | 0 |
13 To authorise political donations and political expenditure | 30,625,105 | 98.30 | 529,371 | 1.70 | 31,154,476 | 84.17 | 380,848 |
14 To authorise the Board to allot shares | 29,620,925 | 95.08 | 1,533,551 | 4.92 | 31,154,476 | 84.17 | 380,848 |
15 To authorise the disapplication of pre-emption rights | 28,358,111 | 91.03 | 2,795,820 | 8.97 | 31,153,931 | 84.17 | 381,393 |
16 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments | 28,483,279 | 91.43 | 2,670,652 | 8.57 | 31,153,931 | 84.17 | 381,393 |
17 To authorise the Company to purchase its own shares | 31,464,450 | 99.79 | 66,200 | 0.21 | 31,530,650 | 85.19 | 4,674 |
*Issued share capital (excluding treasury shares)
**Independent Director
Notes:
1. As at the date of the AGM, the Company had 39,384,712 ordinary shares in issue. As at the date of the AGM, the Company held 2,372,468 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 37,012,244. 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 3 and 13 to 17) 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.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 the holding company of a diversified group focused on investing in 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 opening of the Georgian economy to Europe and economic development in the wider region. The Group seeks to capture growth in the sectors in which it currently operates and drive the development of new high-growth businesses in Georgia, which it intends to add either by acquiring businesses in their early development stage or by establishing greenfield businesses, often consolidating fragmented or underdeveloped markets. The Group currently has four key portfolio companies: (i) GGU, a water utility and renewable energy business; (ii) m2, a residential and commercial property developer; (iii) Aldagi, the foremost provider of property and casualty insurance products in Georgia; and (iv) Teliani, a leading wine and beer producer in Georgia. In addition to its portfolio companies, the Group holds investments in two London Stock Exchange premium-listed Georgian businesses: GHG, (57% stake), the parent company of the largest and diversified healthcare provider in Georgia, which operates in the healthcare services, pharmacy and medical insurance sectors; and Bank of Georgia Group PLC, (19.9% stake), 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 | Nino Rekhviashvili |
Chairman and Chief Executive | Chief Financial Officer | Head of Investor Relations |
ir@gcap.ge | +995 322 005 000 | + 995 322 005 045 |
| 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