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
|
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