TBC Bank Group PLC

AGM Information • May 21, 2018

National Storage Mechanism | Additional information

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RNS Number : 7321O

TBC Bank Group PLC

21 May 2018

TBC Bank Group PLC

(the "Company")

Result of AGM

The Annual General Meeting of the Company was held on 21 May 2018 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 17 were passed as ordinary resolutions and resolutions 18 to 21 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 2017 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report.	46,200,230	99.26	346,440	0.74	46,546,670	85.90%	1,300
2	To approve the directors' remuneration report.	40,247,177	99.20	325,903	0.80	40,573,080	74.88%	5,974,890
3	To approve the directors' remuneration policy.	44,987,517	99.95	21,969	0.05	45,009,486	83.07%	1,538,484
4	To approve the Company's Long Term Inventive Plan.	44,947,517	99.86	61,969	0.14	45,009,486	83.07%	1,538,484
5	To declare a final dividend of GEL 1.64 per ordinary share of the Company .	46,547,970	100.00	0	0.00	46,547,970	85.90%	0
6	To reappoint Mamuka Khazaradze as a director of the Company.	45,372,243	97.47	1,175,727	2.53	46,547,970	85.90%	0
7	To reappoint Badri Japaridze as a director of the Company.	45,698,946	98.18	849,024	1.82	46,547,970	85.90%	0
8	To reappoint Nikoloz Enukidze as a director of the Company.	45,698,946	98.18	849,024	1.82	46,547,970	85.90%	0
9	To reappoint Stefano Marsaglia as a director of the Company.	46,333,439	99.54	214,531	0.46	46,547,970	85.90%	0
10	To reappoint Nicholas Dominic Haag as a director of the Company.	46,286,337	99.44	261,633	0.56	46,547,970	85.90%	0
11	To reappoint Eric J. Rajendra as a director of the Company.	44,658,398	96.27	1,730,948	3.73	46,389,346	85.61%	158,624
12	To reappoint Stephan Wilcke as a director of the Company.	45,698,946	98.18	849,024	1.82	46,547,970	85.90%	0
13	To reappoint Vakhtang Butskhrikidze as a director of the Company.	46,355,408	99.59	192,562	0.41	46,547,970	85.90%	0
14	To reappoint Giorgi Shagidze as a director of the Company.	46,196,501	99.24	351,469	0.76	46,547,970	85.90%	0
15	To reappoint PricewaterhouseCoopers LLP as auditor of the Company.	46,527,301	99.96	20,669	0.04	46,547,970	85.90%	0
16	To authorise the directors to determine the auditor's remuneration.	45,009,486	100.00	0	0.00	45,009,486	83.07%	1,538,484
17	To give the directors authority to allot shares up to a specified amount.	41,565,629	95.91	1,774,019	4.09	43,339,648	79.98%	3,208,322
18	To give the directors authority to allot equity securities on a non pre-emptive basis in connection with an offer or issue of equity securities.	41,252,032	95.18	2,087,616	4.82	43,339,648	79.98%	3,208,322
19	To give the directors authority to allot equity securities on a non pre-emptive basis in connection with the purposes of financing a transaction or capital investment.	40,013,426	92.33	3,326,222	7.67	43,339,648	79.98%	3,208,322
20	To authorise the Company to make market purchases of its own ordinary shares.	46,537,301	99.98	10,669	0.02	46,547,970	85.90%	0
21	To approve the holding of general meetings other than annual general meetings on 14 clear days' notice.	42,025,665	90.28	4,522,305	9.72	46,547,970	85.90%	0

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 54,185,567 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 2018 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com/investors/shareholder-information/annual-general-meetings.

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:

Head of Investor Relations

Anna Romelashvili

ir@tbcbank.com.ge

About TBC Bank Group 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 London Stock Exchange under the symbol TBCG.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 37.8% of loans and 38.9% of non-banking deposits as at 31 March 2018, according to the data published by the National Bank of Georgia.

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