London, 23 May 2013
Bank of Georgia Holdings PLC - Result of AGM
The Board of Directors of Bank of Georgia Holdings PLC (the Company) announces the results of voting on the resolutions put to shareholders at its 2nd Annual General Meeting (the AGM) held on Thursday, 23 May 2013. Details of the resolutions are set out in full in the Notice of AGM.
A poll was held on each resolution and each was passed by the requisite majority. Resolutions 1 to 15 were passed as ordinary resolutions and resolutions 16 to 18 were passed as special resolutions.
The results of the poll were as follows:
RESOLUTION |
VOTES |
% |
VOTES AGAINST |
% |
VOTES |
% of ISSUED SHARE CAPITAL VOTED |
VOTES WITHHELD |
|
1 |
To receive the Company's annual report and accounts, together with the report of Directors and auditors |
25,262,830 |
99.96 |
10,406 |
0.04 |
25,273,236 |
70.38% |
0 |
2 |
To declare a final dividend in the amount of GEL 1.5 per ordinary share payable in British Pounds Sterling on the 19th of June to shareholders registered at the close of business on the 7th of June |
25,273,237 |
100.00 |
0 |
0.00 |
25,273,237 |
70.38% |
0 |
3 |
To approve the Director's Remuneration Report set out on pages 80 to 89 of he annual report and accounts |
21,904,067 |
90.93 |
2,183,850 |
9.07 |
24,087,917 |
67.08% |
1,185,319 |
4 |
To re-elect Neil Janin as a Director |
25,197,641 |
99.70 |
75,488 |
0.30 |
25,273,129 |
70.38% |
107 |
5 |
To re-elect Irakli Gilauri as a Director |
25,240,615 |
99.87 |
32,515 |
0.13 |
25,273,130 |
70.38% |
107 |
6 |
To re-elect David Morrison as a Director |
25,197,642 |
99.73 |
68,272 |
0.27 |
25,265,914 |
70.36% |
7,321 |
7 |
To re-elect Alasdair Breach as a Director |
25,237,424 |
99.86 |
35,705 |
0.14 |
25,273,129 |
70.38% |
107 |
8 |
To re-elect Allan Hirst as a Director |
25,204,857 |
99.73 |
68,272 |
0.27 |
25,273,129 |
70.38% |
107 |
9 |
To re-elect Kakhaber Kiknavelidze as a Director |
25,230,209 |
99.86 |
35,705 |
0.14 |
25,265,914 |
70.36% |
7,321 |
10 |
To re-elect Ian Hague as a Director |
25,221,391 |
99.80 |
51,738 |
0.20 |
25,273,129 |
70.38% |
107 |
11 |
To re-elect Hanna-Leena Loikkanen as a Director |
25,124,151 |
99.79 |
51,763 |
0.21 |
25,175,914 |
70.11% |
97,321 |
12 |
To re-appoint Ernst & Young LLP as the auditor for the company |
25,272,340 |
100.00 |
0 |
0.00 |
25,272,340 |
70.38% |
897 |
13 |
To authorize the Board to set Ernst & Young LLP's fees |
25,266,504 |
100.00 |
201 |
0.00 |
25,266,705 |
70.36% |
6,531 |
14 |
To authorise political donations |
21,372,593 |
84.57 |
3,899,747 |
15.43 |
25,272,340 |
70.38% |
897 |
15 |
To authorise the Directors to allot shares |
24,264,656 |
96.01 |
1,008,581 |
3.99 |
25,273,237 |
70.38% |
0 |
16 |
To dis-apply pre-emption rights |
24,312,896 |
96.20 |
960,234 |
3.80 |
25,273,130 |
70.38% |
107 |
17 |
To authorise the purchase of its own shares by the Company |
25,273,130 |
100.00 |
107 |
0.00 |
25,273,237 |
70.38% |
0 |
18 |
To authorise the Company to call general meetings on not less than 14 days' clear notice |
21,922,816 |
87.30 |
3,188,050 |
12.70 |
25,110,866 |
69.93% |
162,371 |
As at the date of the AGM, the Company had 35,909,383 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 35,909,383. In accordance with the Company's Articles of Association, on a poll every member who is present in person or by proxy has one vote for every share held. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
Note that a "vote withheld" is not a vote in law and 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.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 15-18) will be submitted to the National Storage Mechanism and will be shortly be available for inspection at www.Hemscott.com/nsm.do
About Bank of Georgia Holdings PLC
Bank of Georgia Holdings plc is a UK-incorporated holding company of Bank of Georgia. Bank of Georgia is the leading Georgian bank, based on total assets (with a 36.1% market share), total loans (with a 34.1% market share) and total deposits (with a 32.9% market share) as of 31 March 2013, all data based on standalone financial information filed by banks in Georgia with the National Bank of Georgia. The Bank offers a broad range of corporate banking, retail banking, wealth management, brokerage and insurance services to its clients.
Bank of Georgia has, as of the date hereof, the following credit ratings:
Standard & Poor's |
'BB-/B' |
|
FitchRatings |
'BB-/B' |
|
Moody's |
'B1/NP' (FC) & 'Ba3/NP' (LC) |
|
For further information, please visit www.bgh.co.uk, www.bog.ge/ir or contact:
Irakli Gilauri |
Macca Ekizashvili |
|
Chief Executive Officer |
Head of Investor Relations |
|
+995 322 444 109 |
+995 322 444 256 |
|
igilauri@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.