TBC Bank Group PLC

AGM Information • Jun 14, 2021

National Storage Mechanism | Additional information

RNS Number : 8600B

TBC Bank Group PLC

14 June 2021

TBC Bank Group PLC

(the "Company")

Result of AGM

The Annual General Meeting of the Company was held at 3:00 pm on 14 June 2021 at the offices of Baker McKenzie, 100 New Bridge Street, London EC4V 6JA. All resolutions presented at the AGM were put to the meeting on a poll and, except for Resolution 17, all were passed with the requisite majority. The full results are detailed 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 2020 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report.	39,311,979	99.12%	350,506	0.88%	39,662,485	71.91	408,010
2	To approve the directors' remuneration report.	29,034,558	76.10%	9,116,452	23.90%	38,151,010	69.17	1,919,485
3	To approve the directors' remuneration policy.	38,535,269	96.17%	1,533,490	3.83%	40,068,759	72.65	1,736
4	To approve the management's variable remuneration ratio	40,070,492	100.00%	3	0.00%	40,070,495	72.65	0
5	To reappoint Arne Berggren as a director	40,060,946	99.98%	9,549	0.02%	40,070,495	72.65	0
6	To reappoint Vakhtang Butskhrikidze as a director	39,935,495	99.66%	135,000	0.34%	40,070,495	72.65	0
7	To reappoint Maria Luisa Cicognani as a director	38,531,289	96.16%	1,539,206	3.84%	40,070,495	72.65	0
8	To reappoint Tsira Kemularia as a director	39,773,474	99.26%	297,021	0.74%	40,070,495	72.65	0
9	To appoint Abhijit Akerkar as a director	40,070,495	100.00%	0	0.00%	40,070,495	72.65	0
10	To appoint Eran Klein as a director	40,070,495	100.00%	0	0.00%	40,070,495	72.65	0
11	To appoint Per Anders Fasth as a director	40,070,495	100.00%	0	0.00%	40,070,495	72.65	0
12	To appoint Thymios P. Kyriakopoulos as a director	39,202,240	100.00%	0	0.00%	39,202,240	71.08	868,255
13	To reappoint PricewaterhouseCoopers LLP as the Company's auditor	36,901,354	92.09%	3,169,140	7.91%	40,070,494	72.65	1
14	To authorise the Audit Committee to determine the auditor's remuneration	38,532,011	100.00%	0	0.00%	38,532,011	69.86	1,538,484
15	To give authority to allot securities up to a specified amount	29,881,899	75.29%	9,807,596	24.71%	39,689,495	71.96	381,000
16	To disapply statutory pre-emption rights (1)	30,024,582	75.65%	9,664,913	24.35%	39,689,495	71.96	381,000
17	To disapply statutory pre-emption rights (2)	29,873,653	74.55%	10,196,841	25.45%	40,070,494	72.65	1
18	To give authority to make market purchases of the Company's shares	39,673,403	99.04%	385,541	0.96%	40,058,944	72.63	11,551
19	To permit General Meetings on not less than 14 clear days' notice	32,715,671	84.91%	5,816,340	15.09%	38,532,011	69.86	1,538,484

Resolution 2 - Directors' remuneration report

The Board notes that 76.10% of shareholders voted for and 23.90% voted against Resolution 2, which concerns the advisory vote on the Company's 2020 Directors' Remuneration Report. The executive remuneration arrangements reported on in the 2020 Directors' Remuneration Report are fully aligned with our Directors' Remuneration Policy, which was approved by 99.95% of our shareholders at our 2018 AGM.

Over the last year, we have engaged with shareholders about executive remuneration in connection with the preparation of the new Directors' Remuneration Policy, which the Board notes was approved by 96.17% of shareholders at the AGM. We will continue our active dialogue with shareholders on executive remuneration matters, particularly with those who decided to vote against this resolution, and intend to further consult with shareholders during the coming months to understand their concerns.

Resolutions 15 and 16 - Allotment of securities up to a specified amount and disapplication of pre-emption rights (1)

The Board notes that 75.29% of shareholders voted for and 24.71% voted against Resolution 15, which relates to the allotment of securities up to a specified amount. The authority sought by the Company is in accordance with the Investment Association's Share Capital Management Guidelines and other prevailing voting guidelines applicable to UK listed companies.  The Board also notes that 75.65% of shareholders voted for and 24.35% voted against Resolution 16, which relates to the disapplication of pre-emption rights for general purposes. The resolution is in line with the Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles.

Whilst it remains standard market practice for many UK FTSE listed companies to retain this types of authority, we understand that some institutional investors, particularly those outside of the UK, have policies against supporting these types of resolution. Following today's vote, we will continue our ongoing dialogue with shareholders that do not support these authorities and will keep best practice in this area under review.

Resolution 17 - Disapplication of pre-emption rights (2)

The Board notes that 74.55% of shareholders voted for and 25.45% voted against Resolution 17, which relates to the disapplication of pre-emption rights in connection with the issue of shares for the purpose of an acquisition or specified capital investment. The resolution is in line with the Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles. However, as a special resolution requiring a 75% majority, Resolution 17 did not receive sufficient support to be passed.

Although the Company has sought, and received approval of, the same authority in previous years, we will continue to engage with shareholders on this point and will take their views into account when considering our future plans.

Updates

In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with shareholders to understand and discuss their concerns with respect to each of Resolutions 2, 15, 16 and 17. In accordance with the Code, an update will be provided within six months of the AGM, with a final summary to be included in the Company's 2021 Annual Report.

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 55,155,896 is 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 2021 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com

6.   In accordance with the FCA'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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism

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 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 and other closely related fields. TBC PLC also recently expanded its operations in Uzbekistan. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the FTSE Small Cap 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 38.5% of loans and 39.8% of non-banking deposits as of 31 March 2021, according to data published by the National Bank of Georgia.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGUSRBRANUNAAR