Result of AGM

RNS Number : 9337N

Bank of Georgia Holdings PLC

21 May 2015

 

London, 21 May 2015

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 4th Annual General Meeting (the AGM) held on Thursday, 21 May 2015. Details of the resolutions are set out in full in the Notice of AGM.

Resolutions 1 to 15 were passed as ordinary resolutions and resolutions 16 to 18 were passed as special resolutions. Although resolution 18 was passed, following discussions with our investors, the Company does not intend to utilise the authority granted to us.

The results of the poll were as follows:

RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC* VOTED	VOTES WITHHELD
1 To receive and accept the Company's Annual Report and Accounts, together with the reports of the Directors and auditors for the financial year ended 31 December 2014.	29,953,119	99.96	13,000	0.04	29,966,119	75.86%	1,175
2 To declare a final dividend of the Company for the financial year ended 31 December 2014 of GEL 2.1 per ordinary payable on 16 June 2015 to those shareholders on the register at the close of business on 5 June 2015.	29,967,294	100.00	0	0.00	29,967,294	75.87%	0
3 To receive and approve the Director's Remuneration Report.	28,081,250	93.98	1,799,042	6.02	29,880,292	75.65%	87,002
4 To re-elect Neil Janin, as Chairman of the Company.	29,892,468	99.75	74,618	0.25	29,967,086	75.87%	208
5 To re-elect Irakli Gilauri, as an Executive Director of the Company.	29,928,621	99.87	38,465	0.13	29,967,086	75.87%	208
6 To re-elect David Morrison, as a non-executive Director of the Company.	29,559,116	98.64	407,970	1.36	29,967,086	75.87%	208
7 To re-elect Alasdair Breach, as a non-executive Director of the Company.	29,605,838	98.79	361,248	1.21	29,967,086	75.87%	208
8 To re-elect Kaha Kiknavelidze, as a non-executive Director of the Company.	29,867,201	99.67	99,885	0.33	29,967,086	75.87%	208
9 To re-elect Kim Bradley, as a non-executive Director of the Company.	29,867,201	99.67	99,885	0.33	29,967,086	75.87%	208
10 To re-elect Bozidar Djelic, as a non-executive Director of the Company.	29,370,321	99.87	38,465	0.13	29,408,786	74.45%	558,508
11 To re-elect Tamaz Georgadze, as a non-executive Director of the Company.	29,928,621	99.87	38,465	0.13	29,967,086	75.87%	208
12 To re-appoint Ernst & Young LLP as Auditor to the Company.	29,905,670	99.79	61,624	0.21	29,967,294	75.87%	0
13 To authorise the Board to set the remuneration of the Auditor.	29,905,670	99.79	61,624	0.21	29,967,294	75.87%	0
14 To authorise political donations.	28,849,351	99.09	264,935	0.91	29,114,286	73.71%	853,008
15 To authorise the Directors to allot shares.	29,432,393	98.22	534,743	1.78	29,967,136	75.87%	158
16 To authorise the Directors to dis-apply pre-emption rights.	29,689,956	99.07	277,338	0.93	29,967,294	75.87%	0
17 To authorise the Company to purchase its own shares.	29,963,586	99.99	3,550	0.01	29,967,136	75.87%	158
18 To authorise the Company to call general meetings on not less than 14 days' clear notice.	23,660,655	78.95	6,306,638	21.05	29,967,293	75.87%	0

*Issued share capital

As at the date of the AGM, the Company had 39,500,320 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 39,500,320.  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 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 15-18) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

Name of authorised official of issuer responsible for making notification:

Kate Bennett Rea, Company Secretary

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 36.9% market share), total loans (with a 34.7% market share) and client deposits (with a 32.5% market share) as of 31 March 2015, all data based on standalone financial information filed by banks in Georgia with the National Bank of Georgia and includes Privatbank's market shares. The Bank offers a broad range of corporate banking, retail banking, wealth management, brokerage and insurance and healthcare services to its clients. As of 31 March 2015, the Bank served approximately 1.5 million client accounts through one of the largest distribution networks in Georgia, with 219 branches, the country's largest ATM network, comprising 554 ATMs, 2,245 Express pay (self-service) terminals and a full-service remote banking platform and a modern call center.

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 or contact: 

Irakli Gilauri	Murtaz Kikoria	Ekaterina Shavgulidze
Chief Executive Officer	Deputy CEO, Finance	Head of Investor Relations
[phone]	[phone]	[phone]
[e-mail]	[e-mail]	[e-mail]

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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