TBC Bank Group PLC Result of AGM (2141D)

TIDMTBCG

RNS Number : 2141D

TBC Bank Group PLC

24 June 2019

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        % of      Votes       % of     Total        % of       Votes 
                                          For          votes     Against     votes    votes        issued     Withheld 
                                                       cast                  cast                  share 
                                                                                                   capital 
                                                                                                   voted 
      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 
 1     report.                           45,173,530   99.99%      3,892     0.01%    45,177,422    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      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 
 2     2018.                             41,393,441   96.84%    1,352,797   3.16%    42,746,238    77.92     2,647,877 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      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) 
 3     on 7 June 2019.                   45,177,423   100.00%       0       0.00%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Mamuka 
       Khazaradze as a 
       director of the 
 4     Company.                          38,274,225   97.63%     928,307    2.37%    39,202,532    71.46     6,191,583 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Badri 
       Japaridze as a director 
 5     of the Company.                   38,709,781   98.74%     492,752    1.26%    39,202,533    71.46     6,191,583 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Nikoloz 
       Enukidze as a director 
 6     of the Company.                   44,868,203   99.32%     309,220    0.68%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Nicholas 
       Dominic Haag as 
       a director of the 
 7     Company.                          44,852,581   99.28%     324,842    0.72%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Vakhtang 
       Butskhrikidze as 
       a director of the 
 8     Company.                          43,354,834   99.35%     284,105    0.65%    43,638,939    79.55     1,755,177 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint Giorgi 
       Shagidze as a director 
 9     of the Company.                   44,689,526   98.92%     487,897    1.08%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To appoint Maria 
       Luisa Cicognani 
       as a director of 
 10    the Company.                      44,852,581   99.28%     324,842    0.72%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To appoint Tsira 
       Kemularia as a director 
 11    of the Company                    45,000,789   99.61%     176,634    0.39%    45,177,423    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To reappoint 
      PricewaterhouseCoopers 
      LLP as auditor of 
      the Company to hold 
      office until the 
      conclusion of the 
      next Annual General 
 12   Meeting.                           44,795,419   99.15%     382,003    0.85%    45,177,422    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To authorise the 
       Audit Committee 
       of the Company to 
       determine the auditor's 
 13    remuneration.                     43,638,939   100.00%       0       0.00%    43,638,939    79.55     1,755,177 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To give authority 
       to allot securities 
       up to a specified 
 14    amount                            42,844,761   95.01%    2,250,675   4.99%    45,095,436    82.20      298,680 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To disapply statutory 
 15    pre-emption rights                42,255,574   95.34%    2,064,741   4.66%    44,320,315    80.79     1,073,801 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      To give authority 
       to make market purchases 
       of the Company's 
 16    shares                            44,791,527   99.15%     385,895    0.85%    45,177,422    82.35      216,693 
     ---------------------------------  -----------  --------  ----------  -------  -----------  ---------  ---------- 
      That the Company 
       may call General 
       Meetings other than 
       Annual General Meetings 
       on not less than 
 17    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 GBP0.01. 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

[e-mail]

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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June 24, 2019 07:14 ET (11:14 GMT)