Last checked at 21 May 2018 11:28
TBC Bank Group PLC
(the "Company")
Result of AGM
The Annual General Meeting of the Company was held on 21 May 2018 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 17 were passed as ordinary resolutions and resolutions 18 to 21 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 2017 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report. | 46,200,230 | 99.26 | 346,440 | 0.74 | 46,546,670 | 85.90% | 1,300 |
2 | To approve the directors' remuneration report. | 40,247,177 | 99.20 | 325,903 | 0.80 | 40,573,080 | 74.88% | 5,974,890 |
3 | To approve the directors' remuneration policy. | 44,987,517 | 99.95 | 21,969 | 0.05 | 45,009,486 | 83.07% | 1,538,484 |
4 | To approve the Company's Long Term Inventive Plan. | 44,947,517 | 99.86 | 61,969 | 0.14 | 45,009,486 | 83.07% | 1,538,484 |
5 | To declare a final dividend of GEL 1.64 per ordinary share of the Company . | 46,547,970 | 100.00 | 0 | 0.00 | 46,547,970 | 85.90% | 0 |
6 | To reappoint Mamuka Khazaradze as a director of the Company. | 45,372,243 | 97.47 | 1,175,727 | 2.53 | 46,547,970 | 85.90% | 0 |
7 | To reappoint Badri Japaridze as a director of the Company. | 45,698,946 | 98.18 | 849,024 | 1.82 | 46,547,970 | 85.90% | 0 |
8 | To reappoint Nikoloz Enukidze as a director of the Company. | 45,698,946 | 98.18 | 849,024 | 1.82 | 46,547,970 | 85.90% | 0 |
9 | To reappoint Stefano Marsaglia as a director of the Company. | 46,333,439 | 99.54 | 214,531 | 0.46 | 46,547,970 | 85.90% | 0 |
10 | To reappoint Nicholas Dominic Haag as a director of the Company. | 46,286,337 | 99.44 | 261,633 | 0.56 | 46,547,970 | 85.90% | 0 |
11 | To reappoint Eric J. Rajendra as a director of the Company. | 44,658,398 | 96.27 | 1,730,948 | 3.73 | 46,389,346 | 85.61% | 158,624 |
12 | To reappoint Stephan Wilcke as a director of the Company. | 45,698,946 | 98.18 | 849,024 | 1.82 | 46,547,970 | 85.90% | 0 |
13 | To reappoint Vakhtang Butskhrikidze as a director of the Company. | 46,355,408 | 99.59 | 192,562 | 0.41 | 46,547,970 | 85.90% | 0 |
14 | To reappoint Giorgi Shagidze as a director of the Company. | 46,196,501 | 99.24 | 351,469 | 0.76 | 46,547,970 | 85.90% | 0 |
15 | To reappoint PricewaterhouseCoopers LLP as auditor of the Company.
| 46,527,301 | 99.96 | 20,669 | 0.04 | 46,547,970 | 85.90% | 0 |
16 | To authorise the directors to determine the auditor's remuneration. | 45,009,486 | 100.00 | 0 | 0.00 | 45,009,486 | 83.07% | 1,538,484 |
17 | To give the directors authority to allot shares up to a specified amount. | 41,565,629 | 95.91 | 1,774,019 | 4.09 | 43,339,648 | 79.98% | 3,208,322 |
18 | To give the directors authority to allot equity securities on a non pre-emptive basis in connection with an offer or issue of equity securities. | 41,252,032 | 95.18 | 2,087,616 | 4.82 | 43,339,648 | 79.98% | 3,208,322 |
19 | To give the directors authority to allot equity securities on a non pre-emptive basis in connection with the purposes of financing a transaction or capital investment. | 40,013,426 | 92.33 | 3,326,222 | 7.67 | 43,339,648 | 79.98% | 3,208,322 |
20 | To authorise the Company to make market purchases of its own ordinary shares. | 46,537,301 | 99.98 | 10,669 | 0.02 | 46,547,970 | 85.90% | 0 |
21 | To approve the holding of general meetings other than annual general meetings on 14 clear days' notice. | 42,025,665 | 90.28 | 4,522,305 | 9.72 | 46,547,970 | 85.90% | 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 54,185,567 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 2018 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com/investors/shareholder-information/annual-general-meetings.
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:
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group 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.
TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 37.8% of loans and 38.9% of non-banking deposits as at 31 March 2018, according to the data published by the National Bank of Georgia.