AGM Information • May 11, 2020
AGM Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or the action you should take, you are advised to consult your stockbroker, bank manager, solicitor, accountant and/or other appropriate independent professional adviser without delay.
If you have sold or otherwise transferred all your shares in TBC Bank Group PLC, you should pass this document and the accompanying documents to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
on 10 June 2020 at 11am
TBC Bank Group PLC Elder House, St Georges Business Park 207 Brooklands Road, Weybridge Surrey, KT13 0TS United Kingdom
11 May 2020
Dear Shareholder
The Board considers the Annual General Meeting ("AGM") as an important opportunity for shareholders to express their views and communicate directly with the Company. However, the Board notes the compulsory measures prohibiting, among other things, public gatherings of more than two people in the view of the ongoing COVID-19 pandemic published by the UK government and passed into law in England and Wales on 26 March 2020 (the "Stay at Home Measures"). On 17 April 2020, the UK government extended duration of the Stay at Home Measures for an additional period of 3 weeks and, if such guidance remains in place on the date of the AGM, shareholders will be prohibited from attending the AGM. Given the current guidance and the general uncertainty on what additional and/or alternative measures may be put in place, whilst it is the Board's intention to proceed with holding the 2020 AGM at the Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey, KT13 0TS 10 June 2020 at 11am, the Board requests that shareholders do not attend the AGM but instead appoint a proxy and provide voting instructions in advance of the AGM, either electronically or by using the enclosed Form of Proxy. Formal notice of the meeting is set out on pages 3 to 4 of this circular.
The Board considers engagement with its shareholders to be of paramount importance and, given the Stay at Home Measures prohibit shareholders from attending the AGM, shareholders are encouraged to submit questions, at least 7 days prior to the date of the AGM, relating to the business being dealt with at the AGM, directly to Nikoloz Enukidze, the Chairman, using the following e-mail address: [email protected]. I will endeavour to answer your questions as soon as practicable after the AGM.
An explanation of the resolutions to be considered at the AGM can be found on pages 5 to 6 of this circular. Resolutions 1 to 13 will be proposed as ordinary resolutions. Resolutions 14 to 17 will be proposed as special resolutions.
As always, your vote is important to us and the Board appreciates that the AGM is an important opportunity for shareholders to communicate directly with the Company. However, in the view of the Stay at Home Measures, which would prohibit shareholders attending the AGM if the guidance remains in place at the date of the AGM and the general uncertainty on what additional and/or alternative measures may be put in place, you are requested to:
For the same reasons, the Board, with regret, requests that shareholders do not attend the AGM in person irrespective of whether the restrictions on social gatherings remain in place. Shareholders are requested to appoint the Chairman as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast the shareholder's vote.
Proxy voting in respect of uncertificated shares may also be registered through CREST (see the paragraph headed, "Appointment of proxy through CREST" on page 7 in the "General Notes" section of the notice of AGM).
The directors believe that it is important that the voting intentions of all members are taken into account, not just those who are able to attend the AGM and, as such, we propose putting all resolutions to shareholders by way of poll, rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and this will ensure an exact and definitive result. However, given the continued uncertainty of the impact of COVID-19 pandemic, the Chairman may, in accordance with the Company's articles of association, propose a resolution to adjourn the meeting and/or to withdraw a resolution, at the AGM itself and any such resolution would be voted on by way of a show of hands.
The results of the voting on the resolutions proposed at the AGM will be announced to the London Stock Exchange as soon as possible after the conclusion of the meeting.
The Board considers that all of the resolutions to be considered at our AGM are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of each of them, as they intend to do in respect of their own beneficial holdings of shares in the Company.
Yours sincerely
Nikoloz Enukidze Chairman
11 May 2020
NOTICE IS HEREBY GIVEN that the Annual General Meeting of TBC Bank Group PLC (the "Company") will be held at the Company's registered office at Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey, KT13 0TS on Wednesday, 10 June 2020 at 11 am to consider and, if thought fit, to pass the following resolutions:
The following resolutions 1 to 13 will be proposed as ordinary resolutions.
The following resolutions 14 to 17 will be proposed as special resolutions.
provided that the powers conferred by this resolution 14 will expire at the Company's next Annual General Meeting (or at close of business on 10 September 2021 if earlier) save that, in each case, the Company may, before the expiry of such powers, make an offer or agreement which would or might require equity securities to be allotted and/or treasury shares to be sold after such authority expires and the directors may allot equity securities and/or sell treasury shares in pursuance of such offer or agreement as if the powers conferred by this resolution 14 had not expired.
determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
provided that the powers conferred by this resolution 15 will expire at the Company's next Annual General Meeting (or at close of business on 10 September 2021, if earlier) save that, in each case, the Company may before the expiry of such powers make an offer or agreement which would or might require equity securities to be allotted and/or treasury shares to be sold after such authority expires and the directors may allot equity securities and/or sell treasury shares in pursuance of such offer or agreement as if the powers conferred by this resolution 15 had not expired.
By order of the Board
Prism Cosec Ltd Company Secretary
11 May 2020
TBC Bank Group PLC Elder House St Georges Business Park 207 Brooklands Road Weybridge Surrey United Kingdom KT13 0TS
Under resolution 1, the Company's annual accounts for the year ended 31 December 2019, together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report (the "2019 Annual Report and Accounts") are received. As a shareholder, you will have received the 2019 Annual Report and Accounts either as a hard copy or via our website (www.tbcbankgroup.com).
This resolution deals with the remuneration of the directors and seeks an advisory vote to approve the directors' remuneration report, as required by sections 439 of the CA 2006 and the Large and Mediumsized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended).
Resolution 2 seeks approval for the directors' remuneration report for the year ended 31 December 2019, excluding the part of the report which sets out the directors' remuneration policy. This resolution is advisory in nature and, as such, it does not affect the actual remuneration paid to any director. The directors' remuneration report is set out on pages 151 to 179 of the 2019 Annual Report and Accounts.
Shareholders are not required to vote on the directors' remuneration policy this year. The directors' remuneration policy was approved by shareholders at our 2018 Annual General Meeting and is available on the Company's website. A remuneration policy will be put to shareholders again no later than the date of the Company's Annual General Meeting in 2021.
In accordance with the UK Corporate Governance Code, all of the directors of the Company will stand for appointment or reappointment at the Annual General Meeting.
The Company has six (6) non-executive directors, all of whom are determined by the Board to be independent directors in accordance with the criteria set out in the UK Corporate Governance Code. The Board considers that their skills, experience, independence and knowledge of the Company enable them to discharge their respective duties and responsibilities effectively. In particular, the Board is satisfied that Nicholas Haag has the recent and relevant financial experience required by the UK Corporate Governance Code to fulfil his responsibilities as a designated financial expert on the audit committee. In relation to the reappointment of the non-executive directors Nikoloz Enukidze, Nicholas Haag, Maria Luisa Cicognani and Tsira Kemularia the Board confirms their performance continues to be effective and that they continue to demonstrate commitment to their roles. In addition to an annual formal evaluation by the Company, the Board's performance evaluation will be externally facilitated at least every three years in accordance with UK Corporate Governance Code and best market practice.
Arne Berggren, who was first appointed to the Board on 22 July 2019 following a decision by the directors, and Eric J. Rajendra, who re-joined the Board on 17 September 2019 following the recovery in his health and after a decision by the directors, will stand for appointment by Shareholders. Accordingly the Board recommends the reappointment, and, in the case of Arne Berggren and Eric J. Rajendra, the appointment, of each of the directors.
Biographical details of each of the directors standing for appointment or reappointment can be found on pages 136 to 142 of the 2019 Annual Report and Accounts.
At each general meeting of the Company at which the accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. Resolution 11 seeks approval for the appointment of PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the Annual General Meeting in 2021. During the year, the audit committee undertook a review of PricewaterhouseCoopers LLP's independence and objectivity and of the effectiveness of the audit process, following which the audit committee recommended the re-appointment of PricewaterhouseCoopers LLP to the Board, for the Board to put to shareholders for approval.
Resolution 12 seeks authorisation for the Audit Committee of the Company to determine the remuneration of the Company's auditor.
There is no statutory limit on the maximum nominal amount of the section 551 allotment authority under the CA 2006 but, under the Investment Association's guidelines (the "IA Guidelines"), Investment Association members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's existing issued share capital, providing any amount in excess of onethird of existing issued shares should be applied to fully pre-emptive rights issues only.
In light of the IA Guidelines and feedback from shareholders, the Board considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £183,853, being 18,385,299 ordinary shares of £0.01 each. This represents one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 7 May 2020, being the latest practicable date prior to publication of this circular.
The authority sought under resolution 13 will expire at the end of the Company's Annual General Meeting in 2021 or at close of business on 10 September 2021, if earlier.
The directors have no present intention to exercise these authorities but consider it prudent to obtain the flexibility that this authority provides.
Under section 561 of the CA 2006, if the directors wish to allot any equity securities for cash, or sell any treasury shares, (other than in connection with an employee share plan), they must, in the first instance, offer them to existing shareholders in proportion to their holdings (a "pre-emptive offer"). There may be occasions, however, when the directors need the flexibility to allot shares for cash, or sell treasury shares, without a pre-emptive offer, which can be done under CA 2006 if the shareholders have first waived their pre-emption rights by special resolution.
Resolutions 14 and 15 will allow the directors to allot equity securities for cash pursuant to the authority granted by resolution 13, and/or sell treasury shares, as if section 561 CA 2006 did not apply in certain circumstances.
Under resolution 14, the directors will be authorised to allot equity securities for cash, and/or sell treasury shares, up to a maximum nominal amount of £27,578, being 2,757,795 ordinary shares representing approximately 5 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 7 May 2020, being the latest practicable date prior to publication of this circular.
Resolution 15 extends the directors' authority under resolution 14 to allot equity securities for cash, or sell treasury shares, up to a further a maximum nominal amount of £27,578, bringing the combined authority under resolutions 14 and 15 to an aggregate nominal value of £55,156 (5,515,590 ordinary shares), representing approximately 10% of the Company's issued share capital as at 7 May 2020, being the latest practicable date prior to publication of this circular.
Resolutions 14 and 15 are in line with guidance issued by the Investment Association (as updated in July 2016) and the Pre-Emption Group's Statement of Principles (as updated in March 2015) (the "Statement of Principles"), and the template resolutions published by the Pre-Emption Group in May 2016.
In compliance with the Statement of Principles, the directors confirm that they will not allot equity securities for cash, and/or sell treasury shares, on a non-pre-emptive basis pursuant to the authority in resolution 15 other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
In addition, the directors also confirm that in accordance with the Statement of Principles, they do not intend to allot equity securities for cash, and/or sell treasury shares, representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period other than to existing shareholders, save as permitted in connection with an acquisition or specified capital investment as described above, unless shareholders have been notified and consulted in advance.
The authority sought under resolutions 14 and 15 will expire at the end of the Company's Annual General Meeting in 2021, or at close of business on 10 September 2021, if earlier.
The directors have no present intention to exercise the authority conferred by this resolution.
Under the CA 2006, the Company requires authorisation from shareholders if it is to purchase its own shares. Resolution 16 authorises the Company to make market purchases of up to 5,515,590 of its own ordinary shares, representing approximately 10 per cent of the Company's issued ordinary share capital as at 7 May 2020, being the latest practicable date prior to publication of this circular. The resolution specifies the minimum and maximum prices at which the ordinary shares may be bought under this authority.
The directors have no present intention of exercising the authority granted by this resolution 16, but the authority provides the flexibility to allow them to do so in the future. The authority will be exercised only if the directors believe that to do so would be likely to promote the success of the Company for the benefit of its shareholders as a whole and would result in an increase in the earnings per share. Any shares purchased may either be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes. No dividends are paid on shares held as treasury shares nor do they have voting rights. There is no statutory limit on the percentage of share capital that the Company is permitted to hold as treasury shares. However, in keeping with the Investment Association's guidelines, the Company will continue to limit the number of shares that it will hold as treasury shares to no more than 10 per cent of its issued share capital.
The authority sought under resolution 16 will expire at the end of the Company's Annual General Meeting in 2021, or at close of business on 10 September 2021, if earlier.
The CA 2006 requires listed companies to provide shareholders with 21 clear days' notice of any general meeting unless the shareholders have approved the calling of general meetings on shorter notice, which cannot in any event be less than 14 clear days. Companies must also offer shareholders a facility to vote by electronic means in order to be permitted to call meetings on shorter notice. The notice period for an Annual General Meeting cannot be reduced in this way.
While the directors do not intend calling general meetings on short notice as a matter of routine, enabling the Board to call general meetings on 14 clear days' notice would provide flexibility where that was merited by the business of the relevant meeting taking into account the circumstances, including where the business of the meeting is time sensitive and is thought to be to the advantage of the shareholders as a whole.
Resolution 17 will expire at the end of the Company's Annual General Meeting in 2021.
To be entitled to vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company at 6:30 pm on 8 June 2020 (or, in the event of any adjournment, at 6:30 pm on the day two business days prior before the time of the adjourned meeting). Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.
In view of the compulsory measures prohibiting, among other things, public gatherings of more than two people in the view of the ongoing COVID-19 pandemic published by the UK government (the "Stay at Home Measures") and the uncertainty as to when such measures will be lifted and/or what alternative measures may be put in place, the Company requests members vote on the resolutions being put to the meeting by appointing a proxy and giving your voting instructions in advance, either electronically or by using the enclosed Form of Proxy. The Board will review arrangements for the AGM and any additional and/or alternative measures in advance of the AGM and the Company will update shareholders via the RNS in due course. The Company encourages shareholders to check its website (www.tbcbankgroup.com) regularly for the latest information on its engagement with shareholders and arrangements for the AGM.
A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote on their behalf at the Annual General Meeting. A proxy need not be a member of the Company, but must attend the Annual General Meeting to represent you. In the view of the Stay at Home Measures, the Board, with regret, requests that shareholders do not attend the AGM in person and that shareholders appoint the Chairman as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast the shareholder's vote. Your proxy must vote as you instruct and must attend the Annual General Meeting for your vote to be counted.
To be valid, the appointment of a proxy must be done by either returning a form of proxy or by one of the electronic methods described in the form of proxy. To be valid, a form of proxy must be received at the offices of Equiniti not less than 48 hours (excluding non-working days) before the time appointed for holding the Annual General Meeting.
A person who has been nominated under s.146 CA 2006 to enjoy information rights (a "Nominated Person") may have a right under an agreement between him/her and the member by whom he/she was nominated to be appointed, or to have someone else appointed, as a proxy of such member for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. However, in the view of the Stay at Home Measures, the Board requests that shareholders appoint the Chairman as their proxy and avoid appointing a Nominated Person as a proxy, who will not be able to attend the meeting in person or cast relevant shareholder's vote.
The statement of the rights of members to appoint proxies in the paragraph headed "Appointment of proxies" above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting (and any adjournment thereof) by following the procedures described in the CREST Manual available on the Euroclear website (www.euroclear.com). In the view of the Stay at Home Measures, the Board requests that shareholders appoint the Chairman as their proxy and if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast relevant member's vote. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to an instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti Limited (ID number RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the Form of Proxy and would like to change the instructions using another Form of Proxy, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA. The deadline for receipt of proxy appointments (see the paragraph headed "Appointment of proxies" above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, those received last by Equiniti will take precedence.
7
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that if it is appointing more than one corporate representative, it does not do so in relation to the same shares.
As at 6:00pm on 7 May 2020 (being the last business day prior to publication of this notice), the Company's issued share capital comprised 55,155,896 ordinary shares carrying one vote each including ordinary shares held as treasury shares. As at such date, the Company held 0 ordinary shares as treasury shares. Therefore, the total number of voting rights in the Company as at 7 May 2020 is 55,155,896.
Under s.527 CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
The Company may not require the members requesting any such website publication to pay its expenses in complying with ss527 or 528 (requirements as to website availability) CA 2006. Where the Company is required to place a statement on a website under s.527 CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under s.527 CA 2006 to publish on a website.
Given the Stay at Home Measures prohibit shareholders from attending the AGM, any member can to submit questions, at least 7 days prior to the date of the AGM, relating to the business being dealt with at the AGM, directly to Nikoloz Enukidze, our Chairman, using the following e-mail address: [email protected]. Nikoloz Enukidze will endeavour to answer your questions as soon as practicable after the AGM.
A copy of this notice, and other information required by s.311A of the CA2006, can be found at www.tbcbankgroup.com.
You may not use any electronic address provided either in this notice of AGM or any related documents (including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
Copies of each director's service contract or letter of appointment are available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted).
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.