Company Announcements

Result of AGM

Source: RNS
RNS Number : 4438Z
Bank of Georgia Group PLC
17 May 2019
 

 

 

London, 17 May 2019

Bank of Georgia Group PLC - Results of AGM

The Board of Directors of Bank of Georgia Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Friday, 17 May 2019. Details of the resolutions are set out in full in the Notice of AGM dated 5 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.

The results of the poll for each resolution were as follows:

 

RESOLUTION

VOTES
FOR

%

VOTES
AGAINST

%

VOTES
TOTAL

% of ISC* VOTED

VOTES
WITHHELD

1 To receive and approve the Annual Report and Accounts for the year ended 31 December 2018

42,106,635

100.00

0

0.00

42,106,635

85.64%

24,962

2 To declare a final dividend of GEL 2.55 per Ordinary Share

42,127,534

100.00

0

0.00

42,127,534

85.68%

4,063

3 To receive and approve the Directors' Remuneration Report

30,993,360

73.57

11,134,173

26.43

42,127,533

85.68%

4,063

4 To receive and approve the Directors' Remuneration Policy

37,459,269

90.92

3,740,514

9.08

41,199,783

83.79%

931,813

5 To appoint Neil Janin, as a Non-Executive Director**

37,693,474

91.49

3,505,764

8.51

41,199,238

83.79%

932,358

6 To appoint Alasdair Breach, as a Non- Executive Director**

38,666,669

93.85

2,532,570

6.15

41,199,239

83.79%

932,358

7 To appoint Archil Gachechiladze, as an Executive Director

41,995,025

99.69

131,964

0.31

42,126,989

85.68%

4,608

8 To appoint Tamaz Georgadze, as a Non-Executive Director**

39,077,561

94.85

2,121,678

5.15

41,199,239

83.79%

932,358

9 To appoint Hanna Loikkanen as a Non-Executive Director **

41,773,534

99.16

354,000

0.84

42,127,534

85.68%

4,063

10 To appoint Veronique McCarroll, as a Non-Executive Director**

41,995,603

99.69

131,931

0.31

42,127,534

85.68%

4,063

11 To appoint Jonathan Muir, as a Non-Executive Director**

41,609,033

98.77

517,956

1.23

42,126,989

85.68%

4,608

12 To appoint Cecil Quillen, as a Non-Executive Director**

39,008,789

94.68

2,190,450

5.32

41,199,239

83.79%

932,358

13 To appoint Andreas Wolf, as a Non-Executive Director**

41,786,029

99.24

320,960

0.76

42,106,989

85.64%

4,608

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

40,136,101

95.32

1,971,383

4.68

42,107,484

85.64%

4,113

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

40,510,900

96.21

1,596,089

3.79

42,106,989

85.64%

4,608

16 To authorise political donations and political expenditure.

41,253,942

98.95

437,859

1.05

41,691,801

84.79%

419,796

17 To authorise the Board to allot shares

40,341,874

95.81

1,765,115

4.19

42,106,989

85.64%

4,608

18 To authorise the disapplication of pre-emption rights

38,694,728

91.90

3,412,261

8.10

42,106,989

85.64%

4,608

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

38,382,022

91.15

3,724,967

8.85

42,106,989

85.64%

4,608

20 To authorise the Company to purchase its own shares

41,552,490

98.71

542,578

1.29

42,095,068

85.61%

16,529

*Issued share capital

**Independent Director

 

In relation to Resolution 3, while shareholders approved the Directors' Remuneration Report with a clear majority, with 73.6% votes cast in favour, the Company recognises that some shareholders have concerns on this matter.

During early 2019 we engaged with shareholders regarding remuneration arrangements, including the salary package for the CEO, and the Company's major shareholders were generally supportive. We further note that shareholders approved the new Directors' Remuneration Policy with 90.9% votes cast in favour.

The Company will further engage with shareholders to ensure shareholder views are fully understood.

 

Notes:

1.             As at the date of the AGM, the Company had 49,169,428 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 49,169,428. 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.bankofgeorgiagroup.com.

 

Name of authorised official of issuer responsible for making notification:

Link Company Matters Limited

Company Secretary

 

About Bank of Georgia Group PLC

 

Bank of Georgia Group PLC ("Bank of Georgia Group" or the "Group" - LSE: BGEO LN) is a UK incorporated holding company, which comprises: a) retail banking and payment services, b) corporate investment banking and wealth management operations and c) banking operations in Belarus ("BNB"). JSC Bank of Georgia ("Bank of Georgia", "BOG" or the "Bank"), the leading universal bank in Georgia, is the core entity of the Group. The Group targets to benefit from superior growth of the Georgian economy through both its retail banking and corporate investment banking services and aims to deliver on its strategy, which is based on at least 20% ROAE and 15-20% growth of its loan book

 

 

JSC Bank of Georgia has, as of the date hereof, the following credit ratings:



Fitch Ratings

'BB-/B'

Moody's

'Ba3/NP' (FC) & 'Ba2/NP' (LC)

 

For further information, please visit www.bankofgeorgiagroup.com or contact:

 

Archil Gachechiladze

Michael Oliver

Sulkhan Gvalia

Natia Kalandarishvili

Group CEO

Adviser to the CEO

Group CFO

Head of Investor Relations

+995 322 444 144

+44 203 178 4034

+995 322 444 108

+995 322 444 444 (9282)

agachechiladze@bog.ge

moliver@bgeo.com

sgvalia@bog.ge

ir@bog.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

 

 


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