TBC Bank Group PLC

AGM Information • May 21, 2024

National Storage Mechanism | Additional information

RNS Number : 3435P

TBC Bank Group PLC

21 May 2024

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.

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