TBC Bank Group PLC

Declaration of Voting Results & Voting Rights Announcements • Jun 24, 2019

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RNS Number : 2141D

TBC Bank Group PLC

24 June 2019

TBC Bank Group PLC (the "Company") 

Result of AGM

The Annual General Meeting of the Company was held on 24 June 2019 at at 10:00 am at the offices of Baker McKenzie, 100 New Bridge Street, London. All resolutions were passed by the requisite majority on a poll.

Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to 17 were passed as special resolutions. The voting results are given below:

No	Resolution	Votes For	% of votes cast	Votes Against	% of votes cast	Total votes	% of issued share capital voted	Votes Withheld
1	To receive the accounts of the Company for the year ended 31 December 2018 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report.	45,173,530	99.99%	3,892	0.01%	45,177,422	82.35	216,693
2	To approve the directors' remuneration report set out on pages 136 to 155 of the Annual Report and Accounts for the year ended 31 December 2018.	41,393,441	96.84%	1,352,797	3.16%	42,746,238	77.92	2,647,877
3	To declare a final dividend of GEL1.98 per ordinary share of the Company in respect of the full financial year ended 31 December 2018, payable in British Pounds Sterling at the official exchange rate of the National Bank of Georgia for 13 June 2019, to be paid on 12 July 2019 to the holders of ordinary shares on the register of members at 6.00 pm (London time) on 7 June 2019.	45,177,423	100.00%	0	0.00%	45,177,423	82.35	216,693
4	To reappoint Mamuka Khazaradze as a director of the Company.	38,274,225	97.63%	928,307	2.37%	39,202,532	71.46	6,191,583
5	To reappoint Badri Japaridze as a director of the Company.	38,709,781	98.74%	492,752	1.26%	39,202,533	71.46	6,191,583
6	To reappoint Nikoloz Enukidze as a director of the Company.	44,868,203	99.32%	309,220	0.68%	45,177,423	82.35	216,693
7	To reappoint Nicholas Dominic Haag as a director of the Company.	44,852,581	99.28%	324,842	0.72%	45,177,423	82.35	216,693
8	To reappoint Vakhtang Butskhrikidze as a director of the Company.	43,354,834	99.35%	284,105	0.65%	43,638,939	79.55	1,755,177
9	To reappoint Giorgi Shagidze as a director of the Company.	44,689,526	98.92%	487,897	1.08%	45,177,423	82.35	216,693
10	To appoint Maria Luisa Cicognani as a director of the Company.	44,852,581	99.28%	324,842	0.72%	45,177,423	82.35	216,693
11	To appoint Tsira Kemularia as a director of the Company	45,000,789	99.61%	176,634	0.39%	45,177,423	82.35	216,693
12	To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting.	44,795,419	99.15%	382,003	0.85%	45,177,422	82.35	216,693
13	To authorise the Audit Committee of the Company to determine the auditor's remuneration.	43,638,939	100.00%	0	0.00%	43,638,939	79.55	1,755,177
14	To give authority to allot securities up to a specified amount	42,844,761	95.01%	2,250,675	4.99%	45,095,436	82.20	298,680
15	To disapply statutory pre-emption rights	42,255,574	95.34%	2,064,741	4.66%	44,320,315	80.79	1,073,801
16	To give authority to make market purchases of the Company's shares	44,791,527	99.15%	385,895	0.85%	45,177,422	82.35	216,693
17	That the Company may call General Meetings other than Annual General Meetings on not less than 14 clear days' notice.	40,521,202	89.69%	4,656,221	10.31%	45,177,423	82.35	216,693

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 54,859,504 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 2019 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com. 

6.     In accordance with the UK Listing 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 Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

For further enquiries, please contact:

Director of International Media and Investor Relations

Zoltan Szalai

Or

Head of Investor Relations

Anna Romelashvili

ir@tbcbank.com.ge

About TBC Bank Group PLC ("TBC PLC")

TBC PLC is a public limited company registered in England and Wales that was incorporated in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC PLC is listed on the premium segment of London Stock Exchange under the symbol TBCG and is a constituent of FTSE 250 Index.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 38.4% of loans and 40.4% of non-banking deposits as at 31 March 2019, according to data published by the National Bank of Georgia

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