Last checked at 21 May 2024 16:26
TBC Bank Group PLC
(the "Company")
Result of AGM
The Annual General Meeting of the Company was held at 10:00 am on 21 May 2024 at the offices of Baker McKenzie, 280 Bishopsgate, London EC2M 4RB, United Kingdom. All resolutions presented at the AGM were put to the meeting on a poll and all were passed with the requisite majority. The full results are detailed below.
N | Resolution | Votes for | % of votes cast | Votes against | % of votes cast | Total votes | % of issued share capital voted | Votes withheld |
1 | To receive the annual report and accounts | 35,026,753 | 100.00% | 880 | 0.00% | 35,027,633 | 63.23 | 37,186 |
2 | To approve the directors' remuneration policy | 29,745,979 | 84.83% | 5,317,452 | 15.17% | 35,063,431 | 63.30 | 1,388 |
3 | To approve the directors' remuneration report | 25,168,007 | 75.09% | 8,347,545 | 24.91% | 33,515,552 | 60.50 | 1,549,267 |
4 | To approve the variable component of the remuneration payable to the management board of JSC TBC Bank | 31,473,085 | 89.76% | 3,590,347 | 10.24% | 35,063,432 | 63.30 | 1,387 |
5 | To approve the Combined Incentive Plan | 29,940,327 | 85.39% | 5,123,104 | 14.61% | 35,063,431 | 63.30 | 1,388 |
6 | To reappoint Arne Berggren as a director | 33,454,256 | 95.42% | 1,607,335 | 4.58% | 35,061,591 | 63.30 | 3,228 |
7 | To reappoint Vakhtang Butskhrikidze as a director | 35,063,192 | 100.00% | 1,295 | 0.00% | 35,064,487 | 63.30 | 332 |
8 | To reappoint Tsira Kemularia as a director
| 34,387,741 | 98.07% | 676,652 | 1.93% | 35,064,393 | 63.30 | 426 |
9 | To reappoint Per Anders Fasth as a director
| 34,735,932 | 99.06% | 328,440 | 0.94% | 35,064,372 | 63.30 | 447 |
10 | To reappoint Thymios P. Kyriakopoulos as a director
| 34,853,175 | 99.40% | 211,197 | 0.60% | 35,064,372 | 63.30 | 447 |
11 | To reappoint Eran Klein as a director
| 35,029,248 | 99.90% | 35,124 | 0.10% | 35,064,372 | 63.30 | 447 |
12 | To reappoint Venera Suknidze as a director
| 34,505,545 | 98.41% | 558,825 | 1.59% | 35,064,370 | 63.30 | 449 |
13 | To reappoint Rajeev Sawhney as a director
| 34,683,102 | 98.91% | 381,268 | 1.09% | 35,064,370 | 63.30 | 449 |
14 | To reappoint Janet Heckman as a director
| 34,824,547 | 99.32% | 239,825 | 0.68% | 35,064,372 | 63.30 | 447 |
15 | To declare a final dividend
| 35,063,847 | 100.00% | 880 | 0.00% | 35,064,727 | 63.30 | 92 |
16 | To reappoint PricewaterhouseCoopers LLP as the Company's auditor
| 32,207,436 | 91.85% | 2,857,290 | 8.15% | 35,064,726 | 63.30 | 93 |
17 | To authorise the Audit Committee to determine the auditor's remuneration
| 34,713,244 | 99.00% | 350,188 | 1.00% | 35,063,432 | 63.30 | 1,387 |
18 | To give authority to allot securities up to a specified amount
| 31,947,082 | 91.11% | 3,116,350 | 8.89% | 35,063,432 | 63.30 | 1,387 |
19 | To disapply statutory pre-emption rights | 30,605,192 | 87.29% | 4,458,240 | 12.71% | 35,063,432 | 63.30 | 1,387 |
20 | To give authority to make market purchases of the Company's shares | 34,709,889 | 99.01% | 347,968 | 0.99% | 35,057,857 | 63.29 | 6,962 |
21 | To permit General Meetings on not less than 14 clear days' notice | 32,093,451 | 91.53% | 2,969,978 | 8.47% | 35,063,429 | 63.30 | 1,390 |
Resolution 3 - Directors' remuneration report
The Board notes that 24.91% of the shareholders voted against Resolution 3, which concerns the advisory vote on the Company's 2023 Directors' Remuneration Report.
Over the last year, we have engaged with shareholders about executive remuneration in connection with the new Directors' Remuneration Policy and Combined Incentive Plan, which the Board notes was approved by 84.83% and 85.39% of the shareholders at the AGM, respectively. We will engage with those shareholders who decided to vote against resolution 3 during the coming months to understand their concerns. We will provide a website update after six months and a final summary in the next Annual Report & Accounts.
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 55,393,664 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 2024 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 Investor Relations
Andrew Keeley
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC PLC")
TBC Bank Group PLC ("TBC PLC") is a public limited company registered in England and Wales. TBC PLC is the parent company of JSC TBC Bank ("TBC Bank") and a group of companies that principally operate in Georgia in the financial sector. TBC PLC also offers non-financial services via TNET, the largest digital ecosystem in Georgia. Since 2019, TBC PLC has expanded its operations into Uzbekistan by operating fast growing retail digital financial services in the country. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the FTSE 250 Index. It is also a member of the FTSE4Good Index Series and the MSCI United Kingdom Small Cap Index.
TBC Bank, together with its subsidiaries, is a leading universal banking group in Georgia, with a total market share of 39.1% of customer loans and 39.5% of customer deposits as of 31 March 2024, according to data published by the National Bank of Georgia on the analytical tool Tableau.