TBC Bank Group
PLC
(the
"Company")
Result of
AGM
The Annual General Meeting of the
Company was held at 10:00 am on 21 May 2024 at the offices of Baker
McKenzie, 280 Bishopsgate, London EC2M 4RB, United Kingdom. All
resolutions presented at the AGM were put to the meeting on a poll
and all were passed with the requisite majority. The full results
are detailed below.
|
N
|
Resolution
|
Votes for
|
% of votes
cast
|
Votes
against
|
% of votes
cast
|
Total votes
|
% of issued share capital
voted
|
Votes
withheld
|
|
1
|
To receive the annual report and
accounts
|
35,026,753
|
100.00%
|
880
|
0.00%
|
35,027,633
|
63.23
|
37,186
|
|
2
|
To approve the directors'
remuneration policy
|
29,745,979
|
84.83%
|
5,317,452
|
15.17%
|
35,063,431
|
63.30
|
1,388
|
|
3
|
To approve the directors'
remuneration report
|
25,168,007
|
75.09%
|
8,347,545
|
24.91%
|
33,515,552
|
60.50
|
1,549,267
|
|
4
|
To approve the variable component of
the remuneration payable to the
management board of JSC TBC
Bank
|
31,473,085
|
89.76%
|
3,590,347
|
10.24%
|
35,063,432
|
63.30
|
1,387
|
|
5
|
To approve the Combined Incentive
Plan
|
29,940,327
|
85.39%
|
5,123,104
|
14.61%
|
35,063,431
|
63.30
|
1,388
|
|
6
|
To reappoint Arne Berggren as a
director
|
33,454,256
|
95.42%
|
1,607,335
|
4.58%
|
35,061,591
|
63.30
|
3,228
|
|
7
|
To reappoint Vakhtang Butskhrikidze
as a director
|
35,063,192
|
100.00%
|
1,295
|
0.00%
|
35,064,487
|
63.30
|
332
|
|
8
|
To reappoint Tsira Kemularia as a
director
|
34,387,741
|
98.07%
|
676,652
|
1.93%
|
35,064,393
|
63.30
|
426
|
|
9
|
To reappoint Per Anders Fasth as a
director
|
34,735,932
|
99.06%
|
328,440
|
0.94%
|
35,064,372
|
63.30
|
447
|
|
10
|
To reappoint Thymios P.
Kyriakopoulos as a director
|
34,853,175
|
99.40%
|
211,197
|
0.60%
|
35,064,372
|
63.30
|
447
|
|
11
|
To reappoint Eran Klein as a
director
|
35,029,248
|
99.90%
|
35,124
|
0.10%
|
35,064,372
|
63.30
|
447
|
|
12
|
To reappoint Venera Suknidze as a
director
|
34,505,545
|
98.41%
|
558,825
|
1.59%
|
35,064,370
|
63.30
|
449
|
|
13
|
To reappoint Rajeev Sawhney as a
director
|
34,683,102
|
98.91%
|
381,268
|
1.09%
|
35,064,370
|
63.30
|
449
|
|
14
|
To reappoint Janet Heckman as a
director
|
34,824,547
|
99.32%
|
239,825
|
0.68%
|
35,064,372
|
63.30
|
447
|
|
15
|
To declare a final
dividend
|
35,063,847
|
100.00%
|
880
|
0.00%
|
35,064,727
|
63.30
|
92
|
|
16
|
To reappoint PricewaterhouseCoopers
LLP as the Company's auditor
|
32,207,436
|
91.85%
|
2,857,290
|
8.15%
|
35,064,726
|
63.30
|
93
|
|
17
|
To authorise the Audit Committee to
determine the auditor's remuneration
|
34,713,244
|
99.00%
|
350,188
|
1.00%
|
35,063,432
|
63.30
|
1,387
|
|
18
|
To give authority to allot
securities up to a specified amount
|
31,947,082
|
91.11%
|
3,116,350
|
8.89%
|
35,063,432
|
63.30
|
1,387
|
|
19
|
To disapply statutory pre-emption
rights
|
30,605,192
|
87.29%
|
4,458,240
|
12.71%
|
35,063,432
|
63.30
|
1,387
|
|
20
|
To give authority to make market
purchases of the Company's shares
|
34,709,889
|
99.01%
|
347,968
|
0.99%
|
35,057,857
|
63.29
|
6,962
|
|
21
|
To permit General Meetings on not
less than 14 clear days' notice
|
32,093,451
|
91.53%
|
2,969,978
|
8.47%
|
35,063,429
|
63.30
|
1,390
|
Resolution 3 - Directors' remuneration
report
The Board notes that 24.91% of the
shareholders voted against Resolution 3, which concerns the
advisory vote on the Company's 2023 Directors' Remuneration
Report.
Over the last year, we have engaged
with shareholders about executive remuneration in connection with
the new Directors' Remuneration Policy and Combined Incentive Plan,
which the Board notes was approved by 84.83% and 85.39% of the
shareholders at the AGM, respectively. We will engage with those
shareholders who decided to vote against resolution 3 during the
coming months to understand their concerns. We will provide a
website update after six months and a final summary in the next
Annual Report & Accounts.
NOTES
1. Votes "For" and "Against" are
expressed as a percentage of votes cast.
2. Votes "For" include discretionary
votes.
3. A "Vote withheld" is not a vote
in law and is not counted in the calculation of the votes "For" or
"Against" a resolution.
4. The total number of shares in
issue is 55,393,664 ordinary shares of £0.01. Ordinary
shareholders are entitled to one vote per share held.
5. To view the full wording of the
resolutions, please refer to the 2024 Notice of Annual General
Meeting on the Company's website, www.tbcbankgroup.com.
6. In accordance with
the UK Financial Conduct Authority's Listing Rule 9.6.2,
copies of all the resolutions passed other than resolutions
concerning ordinary business have been submitted to
the UK Financial Conduct Authority via the National
Storage Mechanism and will shortly be available for inspection at
the National Storage Mechanism located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further enquiries, please contact:
Director of Investor
Relations
Andrew Keeley
Or
Head of Investor
Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC PLC")
TBC Bank Group PLC ("TBC PLC") is a
public limited company registered in England and Wales. TBC PLC is
the parent company of JSC TBC Bank ("TBC Bank") and a group of
companies that principally operate in Georgia in the financial
sector. TBC PLC also offers non-financial services via TNET, the
largest digital ecosystem in Georgia. Since 2019, TBC PLC has
expanded its operations into Uzbekistan by operating fast growing
retail digital financial services in the country. TBC PLC is listed
on the London Stock Exchange under the symbol TBCG and is a
constituent of the FTSE 250 Index. It is also a member of the
FTSE4Good Index Series and the MSCI United Kingdom Small Cap
Index.
TBC Bank, together with its
subsidiaries, is a leading universal banking group in Georgia, with
a total market share of 39.1% of customer loans and 39.5% of
customer deposits as of 31 March 2024, according to data published
by the National Bank of Georgia on the analytical tool
Tableau.