Result of JSC Bank of Georgia's EGM

RNS Number : 1672Z

Bank of Georgia Holdings PLC

12 March 2012

 



To the attention of Bank of Georgia shareholders

Bank of Georgia Holdings plc, a public limited company incorporated in England and Wales (registration number 7811410) ("BGH" or the "Majority Shareholder") and JSC Bank of Georgia (the "Bank"), a company incorporated under the laws of Georgia, announce that the Majority Shareholder adopted the resolutions listed below on 9 March 2012. Pursuant to Article 54.1' of the Law of Entrepreneurs of Georgia and Article 7.1.2 of the Charter of the Bank, the decision by a shareholder who holds more than 75% of the voting shares of the Bank is equivalent to minutes of the general meeting of shareholders and is considered to be a resolution of the general meeting of shareholders. As a result of the successful completion of the tender offer by BGH to acquire the shares of the Bank last month (the "Tender Offer"), BGH owns 98.35 per cent. of the Bank's issued and outstanding share capital and is able to pass resolutions pursuant to the aforementioned Articles. The revised compensation structure was agreed in connection with the launch of the Tender Offer.

Resolutions duly passed by the Majority Shareholder:

1.       The approval of the change of the Bank's registered office address to 29a Gagarini Street, Tbilisi 0160 Georgia, which is the actual address of the Bank's Headquarters. Approval of an amendment to Article 1.4 of the Bank's Charter to reflect the change of the Bank's registered office address to 29a Gagarini Street, Tbilisi 0160 Georgia.

2.       Approval of a revised compensation structure for the Bank Supervisory Board and committee membership, effective as of 1 March 2012, as set forth directly below:

Board and Committee Membership	Annual Gross Compensation
Chairman of the Supervisory Board*	US$107,500
Deputy Chairman of the Supervisory Board	US$40,000
Independent members of the Supervisory Board	US$30,000
Non-independent members of the Supervisory Board*	Nil
Chairman of the Audit Committee	US$15,000
Member of the Audit Committee	US$11,000
Chairman of other committees	US$11,000
Member of other committees	US$7,500
*The Chairman and non-independent members of the Supervisory Board are not compensated for committee membership

Compensation is payable quarterly, within 20 days following the end of each quarter. Any compensation due to a member of the Supervisory Board for the period prior to 1 March 2012 will be paid in cash proportionally to the respective period.  

Document Availability

A copy of the amended Bank Charter has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

About Bank of Georgia

Bank of Georgia is the leading Georgian bank, based on total assets (with a 35.6% market share), total loans (with a 34.5% market share) and client deposits (with a 35.6% market share) as of 31 December 2011, 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.bog.ge/ir or contact:

Irakli Gilauri	Macca Ekizashvili
Chief Executive Officer	Head of Investor Relations
[phone]	[phone]
[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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