Bank of Georgia Group PLC Result of AGM (5149P)

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RNS Number : 5149P

Bank of Georgia Group PLC

20 June 2022

London, 20 June 2022

Bank of Georgia Group PLC - Result of AGM

Bank of Georgia Group PLC (the "Company") held its Annual General Meeting (the "AGM") on 20 June 2022. Details of the resolutions are set out in full in the Notice of AGM dated 12 May 2022.

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        %       VOTES       %       VOTES      % of     VOTES 
                                        FOR                AGAINST              TOTAL     ISC*    WITHHELD 
                                                                                          VOTED 
1 To receive and approve 
 the Annual Report and 
 Accounts for the year 
 ended 31 December 2021             38,542,380  100.00%           0   0.00%  38,542,380  78.39%    466,370 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
2 To declare a final 
 dividend of GEL 2.33 
 per ordinary share                 39,008,750  100.00%           0   0.00%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
3 To approve the Directors' 
 Remuneration Report                35,988,946   93.32%   2,576,116   6.68%  38,565,062  78.43%    443,688 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
4 To approve the Directors' 
 Remuneration Policy as 
 set out in the Directors' 
 Remuneration Report                26,378,680   67.62%  12,629,820  32.38%  39,008,500  79.33%        250 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
5 To appoint Mel Carvill, 
 as a Non-Executive Director**      38,876,248   99.66%     132,502   0.34%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
6 To re-appoint Alasdair 
 Breach, as a Non- Executive 
 Director**                         35,550,968   91.14%   3,457,557   8.86%  39,008,525  79.33%        225 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
7 To re- appoint Archil 
 Gachechiladze, as an 
 Executive Director                 38,624,099   99.86%      55,112   0.14%  38,679,211  78.67%    329,539 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
8 To re- appoint Tamaz 
 Georgadze, as a Non-Executive 
 Director**                         36,357,464   94.00%   2,321,747   6.00%  38,679,211  78.67%    329,539 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
9 To re- appoint Hanna 
 Loikkanen as a Non-Executive 
 Director **                        35,275,773   90.43%   3,732,752   9.57%  39,008,525  79.33%        225 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
10 To re - appoint Véronique 
 McCarroll, as a Non-Executive 
 Director**                         38,610,092   98.98%     398,433   1.02%  39,008,525  79.33%        225 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
11 To appoint Mariam 
 Megvinetukhutsesi, as 
 a Non-Executive Director**         38,279,799   98.97%     399,412   1.03%  38,679,211  78.67%    329,539 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
12 To re- appoint Jonathan 
 Muir, as a Non-Executive 
 Director**                         38,610,092   98.98%     398,433   1.02%  39,008,525  79.33%        225 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
13 To re - appoint Cecil 
 Quillen, as a Non- Executive 
 Director**                         36,357,464   94.00%   2,321,747   6.00%  38,679,211  78.67%    329,539 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
14 To re-appoint Ernst 
 & Young LLP as Auditor 
 to the Company                     38,384,088   98.40%     624,487   1.60%  39,008,575  79.34%        175 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
15 To authorise the Audit 
 Committee to set the 
 remuneration of the Auditor        39,008,382  100.00%         368   0.00%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
16 To authorise political 
 donations and political 
 expenditure                        38,617,398   99.84%      62,038   0.16%  38,679,436  78.67%    329,314 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
17 To authorise the Board 
 to allot shares                    37,505,934   96.15%   1,502,816   3.85%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
18 To authorise the 
 disapplication of pre-emption 
 rights                             37,728,106   96.72%   1,280,644   3.28%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
19 To authorise the 
 disapplication of pre-emption 
 rights for the purposes 
 of acquisitions or capital 
 investments                        34,904,001   89.48%   4,104,749  10.52%  39,008,750  79.34%          0 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
20 To authorise the 
 Company to purchase its 
 own shares                         38,409,990   98.48%     592,937   1.52%  39,002,927  79.32%      5,823 
                                    ----------  -------  ----------  ------  ----------  ------  --------- 
 

*Issued share capital

**Independent Director

Shareholders approved resolution 4, the Directors' Remuneration Policy (the "Policy") with 67.62% votes cast in favour, however the Company recognises that some shareholders have concerns on this matter.

The revised Policy was developed in response to the legal requirements of the new National Bank of Georgia Code of Corporate Governance. We engaged with major shareholders and proxy advisory agencies regarding the draft revised Policy ahead of its finalization. The Company will continue to engage with shareholders to ensure shareholder views are fully understood and will issue an update within six months of the AGM.

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 be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

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" and on the LSE: BGEO LN) is a UK incorporated holding company. The Group mainly comprises: a) retail banking and payment business (Retail Banking); and b) corporate banking and investment banking operations (Corporate and Investment Banking) in Georgia. JSC Bank of Georgia ("Bank of Georgia", "BOG", or the "Bank"), a systematically important and leading universal bank in Georgia, is the core entity of the Group. The Bank is a leader in the payments business and financial mobile application, with strong retail and corporate banking franchises. In line with our digital strategy, the Group focuses on expanding technological and advanced data analytics capabilities to offer more personalised solutions and seamless experiences to our customers. Employee empowerment, customer satisfaction, and data-driven decision-making, together with the strength of the banking franchise, are key enablers of the Group's sustainable value creation. By building on its competitive strengths and uncovering more opportunities, the Group is committed to delivering strong profitability sustainably and maximising shareholder value. The Group expects to benefit from the growth of the Georgian economy, and through both its Retail Banking and Corporate and Investment Banking operations, it aims to deliver on its strategy and its key medium-term objectives at least 20% return on average equity (ROAE) and c.10% 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              'Ba2/NP' 
 

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

 
 Archil Gachechiladze    Michael Oliver    Sulkhan Gvalia    Nini Arshakuni 
 CEO                     Adviser to the    CFO               Head of Investor 
                          CEO                                 Relations 
                                                             [phone] 
 [phone]        [phone]  [phone]   (7515) 
 [e-mail]   [e-mail]  [e-mail]    [e-mail] 
 

This 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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June 20, 2022 09:12 ET (13:12 GMT)