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Result of AGM

22 May 2019 13:51

RNS Number : 8836Z
Georgia Healthcare Group PLC
22 May 2019
 

London, 22 May 2019

 

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 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 10 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.

As the Company has a controlling shareholder, Georgia Capital PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent Non-Executive Director (resolutions 5, 7 and 9 to 13) 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 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.

122,616,202

100.00

0

0.00

122,616,202

93.03

0

2 To declare a final dividend of GEL 0.053 per Ordinary Share.

122,616,202

100.00

0

0.00

122,616,202

93.03

0

3 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018.

112,670,870

91.91

9,917,421

8.09

122,588,291

93.01

27,911

4 To receive and approve the Directors' Remuneration Policy.

111,045,689

90.70

11,379,602

9.30

122,425,291

92.88

190,911

5 To re-elect William Huyett, as a Non-Executive Director.**

122,187,602

99.65

428,600

0.35

122,616,202

93.03

0

6 To re-elect Nikoloz Gamkrelidze, as an Executive Director.

122,616,202

100.00

0

0.00

122,616,202

93.03

0

7 To re-elect David Morrison, as a Non-Executive Director.**

121,445,318

99.05

1,170,884

0.95

122,616,202

93.03

0

8 To re-elect Irakli Gilauri, as a Non-Executive Director.

122,107,702

99.59

508,500

0.41

122,616,202

93.03

0

9 To re-elect Ingeborg Øie, as a Non-Executive Director.**

121,510,595

99.10

1,105,607

0.90

122,616,202

93.03

0

10 To re-elect Tim Elsigood, as a Non-Executive Director.**

118,802,745

96.89

3,813,457

3.11

122,616,202

93.03

0

11 To re-elect Mike Anderson, as a Non-Executive Director.**

122,616,202

100.00

0

0.00

122,616,202

93.03

0

12 To re-elect Jacques Richier, as a Non-Executive Director.**

122,453,202

99.87

163,000

0.13

122,616,202

93.03

0

13 To elect Fabian Blank as a Non-Executive Director.**

122,616,202

100.00

0

0.00

122,616,202

93.03

0

14 To re-appoint Ernst & Young LLP as Auditor to the Company.

122,453,202

100.00

0

0.00

122,453,202

92.90

163,000

15 To authorise the Audit Committee to set the remuneration of the Auditor.

122,616,202

100.00

0

0.00

122,616,202

93.03

0

16 To authorise political donations and political expenditure.

122,363,202

99.93

90,000

0.07

122,453,202

92.90

163,000

17 To authorise the Board to allot shares.

122,393,318

99.82

222,884

0.18

122,616,202

93.03

0

18 To authorise the disapplication of pre-emption rights.

122,393,318

99.93

90,000

0.07

122,483,318

92.93

132,884

19 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments.

122,393,318

99.93

90,000

0.07

122,483,318

92.93

132,884

20 To authorise the Company to purchase its own shares.

119,821,401

97.72

2,794,801

2.28

122,616,202

93.03

0

 

*Issued share capital

**Independent Director

 

Votes of independent shareholders on the resolutions concerning the re-election of the independent Non-Executive Directors

 

RESOLUTION

VOTESFOR

%

VOTESAGAINST

%

VOTESTOTAL

% of ISC* VOTED

VOTESWITHHELD

5 To re-elect William Huyett, as a Non-Executive Director.**

46,521,799

99.09

428,600

0.91

46,950,399

83.82

0

7 To re-elect David Morrison, as a Non-Executive Director.**

45,779,515

97.51

1,170,884

2.49

46,950,399

83.82

0

9 To re-elect Ingeborg Oie, as a Non-Executive Director.**

45,844,792

97.65

1,105,607

2.35

46,950,399

83.82

0

10 To re-elect Tim Elsigood, as a Non-Executive Director.**

43,136,942

91.88

3,813,457

8.12

46,950,399

83.82

0

11 To re-elect Mike Anderson, as a Non-Executive Director.**

46,950,399

100.00

0

0.00

46,950,399

83.82

0

12 To re-elect Jacques Richier, as a Non-Executive Director.**

46,787,399

99.65

163,000

0.35

46,950,399

83.82

0

13 To elect Fabian Blank, as a Non-Executive Director.**

46,950,399

100.00

0

0.00

46,950,399

83.82

0

 

*Issued share capital

**Independent Director

 

Notes:

1. 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.

 

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.ghg.com.ge 

 

Name of authorised official of issuer responsible for making notification:

 

 

 

Link Company Matters Limited

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 37 hospitals and 16 district polyclinics. GHG is the single largest market participant, accounting for 25% of total hospital bed capacity in the country, as of 31 December 2018. GHG is also the largest pharmaceuticals retailer and wholesaler in Georgia, with approximately 30% market share by revenue. GHG is the second largest provider of medical insurance in Georgia with a 27% market share based on net insurance premiums earned and approximately c.230,000 insurance customers as of now. GHG employed a total of c.15,900 people as at 31 December 2018, including c.3,600 physicians and 3,300 pharmacists.

 

For further information, please visit ghg.com.ge or contact: 

 

Nikoloz Gamkrelidze

Irakli Gogia

Ketevan Kalandarishvili

CEO

CFO

Head of Investor Relations

+995 322 550505 (5077)

+995 322 550505 (5088)

+995 322 550505 (5079)

ngamkrelidze@ghg.com.ge

irakligogia@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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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