Result of AGM

Bank of Georgia Group PLC

19 May 2023

 

London, 19 May 2023

Bank of Georgia Group PLC - Result of AGM

Bank of Georgia Group PLC (the "Company") held its Annual General Meeting (the "AGM") on 19 May 2023. Details of the resolutions are set out in full in the Notice of AGM dated 14 April 2023.

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 19 (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 2022	37,084,104	100%	0	0.00%	37,084,104	79.86%	441,458
2  To declare a final dividend of GEL 5.80 per ordinary share	37,525,126	100%	79	0.00%	37,525,205	80.81%	357
3 To approve the Directors' Remuneration Report	34,832,255	92.82%	2,692,899	7.18%	37,525,154	80.81%	408
4  To re-appoint Mel Carvill, as a Non-Executive Director**	34,687,723	93.48%	2,420,124	6.52%	37,107,847	79.91%	417,715
5  To re-appoint Alasdair Breach, as a Non- Executive Director**	35,334,388	94.22%	2,166,666	5.78%	37,501,054	80.76%	24,508
6  To re-appoint Archil Gachechiladze, as an Executive Director	37,491,622	99.91%	33,533	0.09%	37,525,155	80.81%	407
7  To re-appoint Tamaz Georgadze, as a Non-Executive Director**	36,436,156	97.10%	1,088,999	2.90%	37,525,155	80.81%	407
8  To re-appoint Hanna Loikkanen as a Non-Executive Director **	35,357,010	94.22%	2,168,144	5.78%	37,525,154	80.81%	408
9  To re-appoint Véronique McCarroll, as a Non-Executive Director**	37,082,541	98.82%	442,614	1.18%	37,525,155	80.81%	407
10  To re-appoint Mariam Megvinetukhutsesi, as a Non-Executive Director**	37,082,541	98.82%	442,614	1.18%	37,525,155	80.81%	407
11  To re-appoint Jonathan Muir, as a Non-Executive Director**	37,082,541	98.82%	442,614	1.18%	37,525,155	80.81%	407
12  To re-appoint Cecil Quillen, as a Non- Executive Director**	35,994,656	95.92%	1,530,498	4.08%	37,525,154	80.81%	408
13  To re-appoint Ernst & Young LLP as Auditor to the Company	36,970,935	98.52%	554,191	1.48%	37,525,126	80.81%	436
14  To authorise the Audit Committee to set the remuneration of the Auditor	37,524,935	100%	35	0.00%	37,524,970	80.81%	592
15  To authorise political donations and political expenditure	37,225,358	99.88%	45,375	0.12%	37,270,733	80.26%	254,829
16  To authorise the Board to allot shares	36,028,183	96.01%	1,496,885	3.99%	37,525,068	80.81%	494
17  To authorise the disapplication of pre-emption rights	36,395,285	97.00%	1,126,783	3.00%	37,522,068	80.80%	3,494
18  To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments	35,814,977	95.44%	1,710,091	4.56%	37,525,068	80.81%	494
19  To authorise the Company to purchase its own shares	36,954,466	98.52%	554,974	1.48%	37,509,440	80.77%	16,122

*Issued share capital excluding treasury shares pending cancellation

**Independent Director

Notes:

1.   As at the date of the AGM, the Company had 46,667,492 ordinary shares in issue. The Company held 230,500 shares in treasury pending cancellation and therefore the number of total voting rights as at the date of the AGM was 46,436,992. 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 and 15 to 19) will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

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 (the "Company" - LSE: BGEO LN) is a FTSE-250 company. Its core entity is JSC Bank of Georgia ("Bank of Georgia", "BOG", or the "Bank"), a digital banking leader in Georgia that provides a suite of banking and financial services to retail clients and businesses. By building on its competitive strengths, the Group is committed to delivering strong profitability sustainably and maximising shareholder value.

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
[phone]	[phone] (7515)
[e-mail]	[e-mail]

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This 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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