Result of AGM

RNS Number : 2322N
Bank of Georgia Group PLC
18 May 2020
 

 

London, 18 May 2020

 

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 Monday, 18 May 2020. Details of the resolutions are set out in full in the Notice of AGM dated 30 April 2020.

Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.  

Resolutions 1 to 14 (inclusive) were passed as ordinary resolutions and resolutions 15 to 17 (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 2019

41,603,238

99.46

226,785

0.54

41,830,023

85.07%

363,015

2 To receive and approve the Directors' Remuneration Report

29,373,803

69.66

12,795,084

30.34

42,168,887

85.76%

24,150

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

39,098,647

93.41

2,759,212

6.59

41,857,859

85.13%

335,178

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

38,121,037

90.35

4,071,950

9.65

42,192,987

85.81%

50

5 To appoint Archil Gachechiladze, as an Executive Director

42,186,079

99.98

6,909

0.02

42,192,988

85.81%

50

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

39,716,839

94.13

2,476,149

5.87

42,192,988

85.81%

50

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

41,543,176

98.46

649,812

1.54

42,192,988

85.81%

50

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

41,922,758

99.36

270,230

0.64

42,192,988

85.81%

50

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

41,922,606

99.36

270,382

0.64

42,192,988

85.81%

50

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

39,716,839

94.13

2,476,149

5.87

42,192,988

85.81%

50

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

41,755,521

98.96

437,467

1.04

42,192,988

85.81%

50

12 To a uthorise the Audit Committee to set the remuneration of the Auditor

41,915,266

99.34

277,772

0.66

42,193,038

85.81%

0

13 To authorise political donations and political expenditure.

41,133,594

98.27

724,316

1.73

41,857,910

85.13%

335,128

14 To authorise the Board to allot shares

39,981,150

94.81

2,187,788

5.19

42,168,938

85.76%

24,100

15 To authorise the disapplication of pre-emption rights

38,722,770

91.78

3,469,723

8.22

42,192,493

85.81%

545

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

38,059,014

90.20

4,133,479

9.80

42,192,493

85.81%

545

17 To authorise the Company to purchase its own shares

41,481,751

98.39

679,848

1.61

42,161,599

85.75%

31,439

*Issued share capital

**Independent Director

 

In relation to Resolution 2, while the majority of shareholders approved the Directors' Remuneration Report, with 69.66% votes cast in favour, the Company recognises that a significant minority of shareholders voted against the resolution.  The Company has already begun engagement with a number of  shareholders to better understand their concerns. We will continue to listen to their views and actively engage them on this matter during 2020 and will publish an update on our website within six months.

 

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 13 to 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .    

 

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; and b) corporate and investment banking and wealth management operations in Georgia, 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. In the medium to long-term, the Group targets to benefit from superior growth of Georgian economy through both its retail banking and corporate and investment banking services and aims to deliver on its strategy, which is based on at least 20% ROAE and c.15% 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

CEO

Adviser to the CEO

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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