Last checked at 24 Jun 2019 12:14
TBC Bank Group PLC (the "Company")
Result of AGM
The Annual General Meeting of the Company was held on 24 June 2019 at at 10:00 am at the offices of Baker McKenzie, 100 New Bridge Street, London. All resolutions were passed by the requisite majority on a poll.
Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 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 2018 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report. | 45,173,530 | 99.99% | 3,892 | 0.01% | 45,177,422 | 82.35 | 216,693 |
2 | To approve the directors' remuneration report set out on pages 136 to 155 of the Annual Report and Accounts for the year ended 31 December 2018. | 41,393,441 | 96.84% | 1,352,797 | 3.16% | 42,746,238 | 77.92 | 2,647,877 |
3 | To declare a final dividend of GEL1.98 per ordinary share of the Company in respect of the full financial year ended 31 December 2018, payable in British Pounds Sterling at the official exchange rate of the National Bank of Georgia for 13 June 2019, to be paid on 12 July 2019 to the holders of ordinary shares on the register of members at 6.00 pm (London time) on 7 June 2019.
| 45,177,423 | 100.00% | 0 | 0.00% | 45,177,423 | 82.35 | 216,693 |
4 | To reappoint Mamuka Khazaradze as a director of the Company. | 38,274,225 | 97.63% | 928,307 | 2.37% | 39,202,532 | 71.46 | 6,191,583 |
5 | To reappoint Badri Japaridze as a director of the Company.
| 38,709,781 | 98.74% | 492,752 | 1.26% | 39,202,533 | 71.46 | 6,191,583 |
6 | To reappoint Nikoloz Enukidze as a director of the Company.
| 44,868,203 | 99.32% | 309,220 | 0.68% | 45,177,423 | 82.35 | 216,693 |
7 | To reappoint Nicholas Dominic Haag as a director of the Company.
| 44,852,581 | 99.28% | 324,842 | 0.72% | 45,177,423 | 82.35 | 216,693 |
8 | To reappoint Vakhtang Butskhrikidze as a director of the Company.
| 43,354,834 | 99.35% | 284,105 | 0.65% | 43,638,939 | 79.55 | 1,755,177 |
9 | To reappoint Giorgi Shagidze as a director of the Company.
| 44,689,526 | 98.92% | 487,897 | 1.08% | 45,177,423 | 82.35 | 216,693 |
10 | To appoint Maria Luisa Cicognani as a director of the Company.
| 44,852,581 | 99.28% | 324,842 | 0.72% | 45,177,423 | 82.35 | 216,693 |
11 | To appoint Tsira Kemularia as a director of the Company
| 45,000,789 | 99.61% | 176,634 | 0.39% | 45,177,423 | 82.35 | 216,693 |
12 | To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting.
| 44,795,419 | 99.15% | 382,003 | 0.85% | 45,177,422 | 82.35 | 216,693 |
13 | To authorise the Audit Committee of the Company to determine the auditor's remuneration.
| 43,638,939 | 100.00% | 0 | 0.00% | 43,638,939 | 79.55 | 1,755,177 |
14 | To give authority to allot securities up to a specified amount
| 42,844,761 | 95.01% | 2,250,675 | 4.99% | 45,095,436 | 82.20 | 298,680 |
15 | To disapply statutory pre-emption rights
| 42,255,574 | 95.34% | 2,064,741 | 4.66% | 44,320,315 | 80.79 | 1,073,801 |
16 | To give authority to make market purchases of the Company's shares | 44,791,527 | 99.15% | 385,895 | 0.85% | 45,177,422 | 82.35 | 216,693 |
17 | That the Company may call General Meetings other than Annual General Meetings on not less than 14 clear days' notice. | 40,521,202 | 89.69% | 4,656,221 | 10.31% | 45,177,423 | 82.35 | 216,693 |
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 54,859,504 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 2019 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com.
6. In accordance with the UK Listing 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 Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
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 premium segment of London Stock Exchange under the symbol TBCG and is a constituent of FTSE 250 Index.
TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 38.4% of loans and 40.4% of non-banking deposits as at 31 March 2019, according to data published by the National Bank of Georgia