Result of AGM

Bank of Georgia Group PLC
17 June 2024
 

Holding-PLC-IR-logo

London, 17 June 2024

 

Bank of Georgia Group PLC - Result of AGM

 

Bank of Georgia Group PLC (the "Company") held its Annual General Meeting (the "AGM") on 17 June 2024. Details of the resolutions are set out in full in the Notice of AGM dated 13 May 2024.

 

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

 

Resolutions 1 to 16 (inclusive) were passed as ordinary resolutions and resolutions 17 to 20 (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 year ended 31 December 2023

34,937,702

100.00%

184

0.00%

34,937,886

77.58%

403,599

2 To declare a final dividend of GEL 4.94 per ordinary share

35,340,783

100.00%

2

0.00%

35,340,785

78.48%

700

3 To approve the Directors' Remuneration Report

32,729,672

92.61%

2,610,695

7.39%

35,340,367

78.48%

1,118

4 To re-appoint Mel Carvill, as a Non-Executive Director**

32,221,926

92.16%

2,739,574

7.84%

34,961,500

77.63%

379,985

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

33,955,383

96.08%

1,384,452

3.92%

35,339,835

78.47%

1,650

6 To re-appoint Archil Gachechiladze, as an Executive Director

34,450,572

97.48%

889,263

2.52%

35,339,835

78.47%

1,650

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

33,550,721

94.94%

1,789,114

5.06%

35,339,835

78.47%

1,650

8 To re-appoint Hanna Loikkanen as a Non-Executive Director**

32,431,657

91.77%

2,908,177

8.23%

35,339,834

78.47%

1,651

9 To re-appoint Véronique McCarroll, as a Non-Executive Director**

34,110,082

96.52%

1,229,753

3.48%

35,339,835

78.47%

1,650

10 To re-appoint Mariam Megvinetukhutsesi, as a Non-Executive Director**

34,110,082

96.52%

1,229,753

3.48%

35,339,835

 

78.47%

1,650

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

33,026,488

93.45%

2,314,017

6.55%

35,340,505

78.48%

980

12 To appoint Andrew McIntyre, as a Non-Executive Director**

34,437,110

97.44%

903,446

2.56%

35,340,556

78.48%

929

13 To re-appoint Ernst & Young LLP as Auditor to the Company

34,616,912

97.95%

723,626

2.05%

35,340,548

78.48%

937

14 To authorise the Audit Committee to determine the remuneration of the Auditor

34,862,506

98.65%

477,980

1.35%

35,340,486

78.48%

999

15 To authorise political donations and political expenditure

35,313,125

99.92%

28,123

0.08%

35,341,248

78.48%

237

16 To authorise the Board to allot shares

33,997,614

96.20%

1,342,934

3.80%

35,340,548

78.48%

937

17 To authorise the disapplication of pre-emption rights

33,735,458

95.46%

1,604,823

4.54%

35,340,281

78.48%

1,204

18 To authorise the disapplication of pre-emption rights in connection with an acquisition or specified capital investment 

33,561,578

94.97%

1,778,758

5.03%

35,340,336

78.48%

1,149

19 To authorise the Company to purchase its own shares

34,835,028

98.59%

498,632

1.41%

35,333,660

78.46%

7,825

20 To authorise the Company to call General Meetings of the Company

33,848,840

95.78%

1,490,816

4.22%

35,339,656

78.47%

1,829

*Issued share capital excluding treasury shares pending cancellation

**Independent Director

 

Notes:

1.   As at the date of the AGM, the Company had 45,195,931 ordinary shares in issue. The Company held 162,500 shares in treasury pending cancellation and therefore the number of total voting rights as at the date of the AGM was 45,033,431. 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 15 to 20) will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

 

 

Following the announcement on 15 March 2024, the shareholder authority to carry out buybacks has now been renewed at the AGM, and the end date of the GEL 100 million extension of the buyback and cancellation programme (the "Programme") has been extended to no later than the Company's Annual General Meeting 2025. The shares will be purchased in the open market. The purpose of the buyback is to reduce the Group's share capital, and the cancellation of the treasury shares repurchased will be executed on a monthly basis.

 

The Programme will be conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2024 Annual General Meeting, Chapter 12 of the FCA Listing Rules, and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law). The maximum number of shares that may be repurchased under the Programme is 3,983,963.

 

The Company has appointed Numis Securities Limited ("Deutsche Numis") to manage the Programme. During any closed periods the Company and its directors have no power to invoke any changes to the Programme and it will be executed at the sole discretion of Deutsche Numis. The Company will make further announcements in due course following the completion of any share repurchases.

 

 

For further information, please contact: Computershare Company Secretarial Services Limited, +44 (0) 781 250 9450

               

Name of authorised official of issuer responsible for making notification: Computershare Company Secretarial Services Limited, Company Secretary

 

About Bank of Georgia Group PLC

Bank of Georgia Group PLC (LSE: BGEO LN) is a FTSE 250 holding company whose subsidiaries provide banking and financial services focused in the high-growth Georgian and Armenian markets through leading, customer-centric, universal banks - Bank of Georgia in Georgia and Ameriabank in Armenia. By building on our competitive strengths, we are committed to driving business growth, sustaining high profitability, and generating strong returns, while creating opportunities for our stakeholders and making a positive contribution in the communities where we operate.

 

Legal Entity Identifier: 213800XKDG12NQG8VC53

 

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

 

Michael Oliver

Nini Arshakuni

Adviser to the CEO

Head of Investor Relations

+44 203 178 4034

+995 322 444 444 (7515)

moliver@bgeo.com

ir@bgeo.com

 


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