Result of AGM

Bank of Georgia Group PLC

17 June 2024

 

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, [phone]

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

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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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