26 May 2016 16:26
London, 26 May 2016
Georgia Healthcare Group PLC - Result of AGM
The Board of Directors of Georgia Healthcare Group PLC (the Company) announces the results of voting on the resolutions put to shareholders at its first Annual General Meeting (the AGM) held on Thursday, 26 May 2016. Details of the resolutions are set out in full in the Notice of AGM dated 25 April 2016.
Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 and 18 were passed as special resolutions. As the Company has a controlling shareholder, BGEO Group PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent director (resolutions 6 to 12) has been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
The results of the poll were as follows:
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTESTOTAL | % OF TOTAL ISC* VOTED | VOTES WITHHELD |
1 To receive the Company's Annual Report and Accounts, together with the reports of the Directors and auditors. | 123,371,839 | 99.88 | 153,400 | 0.12 | 123,525,239 | 93.81 | 0 |
2 To approve the Directors' Remuneration Report for the year ended 31 December 2015. | 123,193,274 | 99.73 | 331,965 | 0.27 | 123,525,239 | 93.81 | 0 |
3 To approve the Directors' Remuneration Policy. | 119,630,433 | 96.85 | 3,894,806 | 3.15 | 123,525,239 | 93.81 | 0 |
4 To elect Irakli Gilauri, as Chairman of the Company. | 122,883,547 | 99.48 | 641,692 | 0.52 | 123,525,239 | 93.81 | 0 |
5 To elect Nikoloz Gamkrelidze, as an Executive Director of the Company. | 123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 |
6 To elect David Morrison, as a Non-Executive Director of the Company. | 36,982,567** | 99.55** | 167,652** | 0.45** | 37,150,219** | 87.72**† | 0** |
123,357,587 | 99.86 | 167,652 | 0.14 | 123,525,239 | 93.81 | 0 | |
7 To elect Neil Janin, as a Non-Executive Director of the Company. | 36,658,588** | 98.68** | 491,631** | 1.32** | 37,150,219** | 87.72**† | 0** |
123,033,608 | 99.60 | 491,631 | 0.40 | 123,525,239 | 93.81 | 0 | |
8 To elect Allan Hirst, as a Non-Executive Director of the Company. | 37,150,219** | 100** | 0** | 0** | 37,150,219** | 87.72**† | 0** |
123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 | |
9 To elect Ingeborg Oie, as a Non-Executive Director of the Company. | 36,957,696** | 99.48** | 192,523** | 0.52** | 37,150,219** | 87.72**† | 0** |
123,332,716 | 99.84 | 192,523 | 0.16 | 123,525,239 | 93.81 | 0 | |
10 To elect Tim Elsigood, as a Non-Executive Director of the Company. | 36,957,696** | 99.48** | 192,523** | 0.52** | 37,150,219** | 87.72**† | 0** |
123,332,716 | 99.84 | 192,523 | 0.16 | 123,525,239 | 93.81 | 0 | |
11 To elect Mike Anderson, as a Non-Executive Director of the Company. | 37,150,219** | 100** | 0** | 0** | 37,150,219** | 87.72**† | 0** |
123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 | |
12 To elect Jacques Richier, as a Non-Executive Director of the Company. | 37,018,763** | 99.65** | 131,456** | 0.35** | 37,150,219** | 87.72**† | 0** |
123,393,783 | 99.89 | 131,456 | 0.11 | 123,525,239 | 93.81 | 0 | |
13 To appoint Ernst & Young LLP as Auditor of the Company. | 123,152,410 | 99.70 | 372,829 | 0.30 | 123,525,239 | 93.81 | 0 |
14 To authorise the Board to set the remuneration of the Auditor. | 123,152,410 | 99.70 | 372,829 | 0.30 | 123,525,239 | 93.81 | 0 |
15 To authorise political donations and expenditure. | 123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 |
16 To authorise the Directors to allot securities. | 123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 |
17 To authorise the Directors to disapply pre-emption rights. | 123,393,783 | 99.89 | 131,456 | 0.11 | 123,525,239 | 93.81 | 0 |
18 To authorise the Directors to make market purchases of the Company's shares. | 123,525,239 | 100 | 0 | 0 | 123,525,239 | 93.81 | 0 |
*Issued share capital
** Result of the votes cast by the independent shareholders
† percentage of independent share capital voted
As at the date of the AGM, the Company had 131,681,820 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 131,681,820. 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 16 to 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.ghg.com.ge.
Gurbinder Kaur Hodges
Company Secretary
About Georgia Healthcare Group PLC
Georgia Healthcare Group PLC is a UK incorporated holding company of the largest healthcare services provider in the fast-growing, predominantly privately-owned, Georgian healthcare services market. GHG's leadership position is underpinned by offering the most comprehensive range of inpatient and outpatient services targeting the mass market segment through its vertically integrated network of 36 hospitals and ten ambulatory clinics, as at 31 March 2016. GHG is the single largest market participant, accounting for 26.7% of total hospital bed capacity in the country as of 31 March 2016. GHG is also the largest provider of medical insurance in Georgia with a 38.3% market share based on net insurance premiums earned and approximately 206,000 insurance customers as at 31 March 2016. GHG employed a total of c.9,700 people as at 31 March 2015, including 2,762 physicians
For further information, please visit www.ghg.com.ge or contact:
Nikoloz Gamkrelidze | David Vakhtangishvili | Ekaterina (Eka) Shavgulidze |
CEO | CFO | Head of Investor Relations |
+995 322 550505 (5077) | +995 322 550505 (4810) | +995 322 444 205 |
ngamkrelidze@ghg.com.ge | dvakhtangishvili@ghg.com.ge | ir@ghg.com.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