Last checked at 10 Jun 2020 15:16
TBC Bank Group PLC
(the "Company")
Result of AGM
The Annual General Meeting of the Company was held on 10 June 2020 at at 11:00 am at the Registered Office of the Company, Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey, KT13 0TS. All resolutions were passed by the requisite majority on a poll.
Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions. The voting results are given below:
No | Resolution | Votes For | % of votes cast
| Votes Against | % of votes cast | Total votes | % of issued share capital voted | Votes Withheld |
1 | To receive the accounts of the Company for the year ended 31 December 2019 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report. | 38,808,606 | 98.50% | 590,237 | 1.50% | 39,398,843 | 71.43 | 381,000 |
2 | To approve the directors' remuneration report set out on pages 151 to 179 of the Annual Report and Accounts for the year ended 31 December 2019. | 33,341,857 | 87.19% | 4,899,502 | 12.81% | 38,241,359 | 69.33 | 1,538,484 |
3 | To reappoint Nikoloz Enukidze as a director of the Company.
| 39,131,189 | 98.37% | 648,655 | 1.63% | 39,779,844 | 72.12 | 0 |
4 | To reappoint Nicholas Dominic Haag as a director of the Company.
| 39,779,776 | 100.00% | 68 | 0.00% | 39,779,844 | 72.12 | 0 |
5 | To reappoint Vakhtang Butskhrikidze as a director of the Company.
| 39,779,776 | 100.00% | 68 | 0.00% | 39,779,844 | 72.12 | 0 |
6 | To reappoint Giorgi Shagidze as a director of the Company.
| 39,643,431 | 99.66% | 136,413 | 0.34% | 39,779,844 | 72.12 | 0 |
7 | To reappoint Maria Luisa Cicognani as a director of the Company.
| 39,779,776 | 100.00% | 68 | 0.00% | 39,779,844 | 72.12 | 0 |
8 | To reappoint Tsira Kemularia as a director of the Company
| 39,544,844 | 99.41% | 234,999 | 0.59% | 39,779,843 | 72.12 | 0 |
9 | To appoint Eric J Rajendra as a director of the Company
| 38,784,628 | 97.50% | 995,216 | 2.50% | 39,779,844 | 72.12 | 0 |
10 | To appoint Arne Berggren as a director of the Company | 39,779,844 | 100.00% | 0 | 0.00% | 39,779,844 | 72.12 | 0 |
11 | To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting.
| 39,779,593 | 100.00% | 0 | 0.00% | 39,779,593 | 72.12 | 251 |
12 | To authorise the Audit Committee of the Company to determine the auditor's remuneration.
| 38,236,630 | 99.99% | 4,730 | 0.01% | 38,241,360 | 69.33 | 1,538,484 |
13 | To give authority to allot securities up to a specified amount
| 34,012,788 | 85.50% | 5,767,056 | 14.50% | 39,779,844 | 72.12 | 0 |
14 | To disapply statutory pre-emption rights in relation to the allotment of equity securities for cash or sale of treasury shares
| 34,059,657 | 85.62% | 5,720,187 | 14.38% | 39,779,844 | 72.12 | 0 |
15 | To disapply statutory pre-emption rights in relation to the allotment of equity securities to be used only for the purposes of financing a transaction
| 33,674,815 | 84.65% | 6,105,028 | 15.35% | 39,779,843 | 72.12 | 0 |
16 | To give authority to make market purchases of the Company's shares | 39,390,272 | 99.03% | 384,841 | 0.97% | 39,775,113 | 72.11 | 4,730 |
17 | That the Company may call General Meetings other than Annual General Meetings on not less than 14 clear days' notice. | 36,805,418 | 92.52% | 2,974,426 | 7.48% | 39,779,844 | 72.12 | 0 |
NOTES
1. Votes "For" and "Against" are expressed as a percentage of votes cast.
2. Votes "For" include discretionary votes.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
4. The total number of shares in issue is 55,155,896 ordinary shares of £0.01. Ordinary shareholders are entitled to one vote per share held.
5. To view the full wording of the resolutions, please refer to the 2020 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com.
6. In accordance with the UK Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at the National Storage Mechanism located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further enquiries, please contact:
Director of International Media and Investor Relations
Zoltan Szalai
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC PLC")
TBC PLC is a public limited company registered in England and Wales that was incorporated in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the FTSE 250 Index.
TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 39.4% of loans and 39.8% of non-banking deposits as of 31 March 2020, according to data published by the National Bank of Georgia.