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REG - Lion Finance Grp PLC - Result of AGM

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RNS Number : 0442N  Lion Finance Group PLC  16 June 2025

 

 

 

 

London, 16 June 2025

 

Lion Finance Group PLC - Result of AGM

 

Lion Finance Group PLC (the "Company") held its Annual General Meeting (the
"AGM") on 16 June 2025. Details of the resolutions are set out in full in the
Notice of AGM dated 2 May 2025.

 

Voting at the AGM was completed by way of a poll. All resolutions were passed
by the required majority.

 

Resolutions 1 to 18 (inclusive) were passed as ordinary resolutions and
resolutions 19 to 22 (inclusive) were passed as special resolutions.

 

The results of the poll for each resolution were as follows:

 

 RESOLUTION                                                                      VOTES       %        VOTES      %       VOTES       % of ISC*  VOTES

FOR
AGAINST
TOTAL
VOTED
WITHHELD
 1 To receive and approve the Annual Report and Accounts for the year ended 31   32,430,054  100.00%  424        0.00%   32,430,478  73.81%     387,445
 December 2024
 2 To declare a final dividend of GEL 5.62 per ordinary share                    32,816,826  100.00%  7          0.00%   32,816,833  74.69%     1,090
 3 To approve the Directors' Remuneration Report                                 29,859,122  92.63%   2,376,508  7.37%   32,235,630  73.37%     582,293
 4 To approve the Directors' Remuneration Policy                                 25,535,020  77.89%   7,249,594  22.11%  32,784,614  74.62%     33,308
 5 To re-appoint Mel Carvill, as a Director                                      31,117,119  95.97%   1,306,905  4.03%   32,424,024  73.80%     393,899
 6 To re-appoint Archil Gachechiladze, as a Director                             32,147,409  97.96%   669,313    2.04%   32,816,722  74.69%     1,201
 7 To re-appoint Tamaz Georgadze, as a Director                                  30,608,860  93.27%   2,207,811  6.73%   32,816,671  74.69%     1,251
 8 To re-appoint Véronique McCarroll, as a Director                              32,074,070  97.83%   711,102    2.17%   32,785,172  74.62%     32,751
 9 To re-appoint Andrew McIntyre, as a Director                                  32,073,880  97.83%   711,292    2.17%   32,785,172  74.62%     32,751
 10 To re-appoint Mariam Megvinetukhutsesi, as a Director                        32,105,333  97.83%   711,339    2.17%   32,816,672  74.69%     1,251
 11 To re-appoint Jonathan Muir, as a Director                                   32,073,880  97.83%   711,292    2.17%   32,785,172  74.62%     32,751
 12 To re-appoint Cecil Quillen, as a Director                                   30,474,952  92.95%   2,310,219  7.05%   32,785,171  74.62%     32,751
 13 To appoint Maria Gordon, as a Director                                       31,942,862  97.43%   842,310    2.57%   32,785,172  74.62%     32,751
 14. To appoint Karine Hirn, as a Director                                       32,115,942  97.96%   669,280    2.04%   32,785,222  74.62%     32,701
 15 To re-appoint Ernst & Young LLP as Auditor of the Company                    32,307,227  98.45%   509,606    1.55%   32,816,833  74.69%     1,090
 16 To authorise the Audit Committee to determine the remuneration of the        32,801,170  99.95%   15,633     0.05%   32,816,803  74.69%     1,120
 Auditor
 17 To authorise political donations and political expenditure                   32,174,783  99.75%   81,481     0.25%   32,256,264  73.42%     561,659
 18 To authorise the Board to allot shares                                       31,421,443  95.75%   1,395,307  4.25%   32,816,750  74.69%     1,173
 19 To authorise the disapplication of pre-emption rights                        31,524,273  96.06%   1,292,386  3.94%   32,816,659  74.69%     1,264
 20 To authorise the disapplication of pre-emption rights in connection with an  31,343,640  95.51%   1,472,943  4.49%   32,816,583  74.69%     1,340
 acquisition or specified capital investment
 21 To authorise the Company to purchase its own shares                          32,810,769  99.99%   2,217      0.01%   32,812,986  74.68%     4,937
 22 To authorise a 14 clear day notice period for general meetings               31,939,528  97.33%   877,305    2.67%   32,816,833  74.69%     1,090

*Issued share capital excluding treasury shares pending cancellation

 

Notes:

1.     As at the date of the AGM, the Company had 43,995,816 ordinary
shares in issue. The Company held 59,290 shares in treasury pending
cancellation and therefore the number of total voting rights as at the date of
the AGM was 43,936,526. In accordance with the Company's Articles of
Association, on a poll every member who is present in person or by proxy has
one vote for every share held.

2.     The scrutineer of the poll was Computershare Investor Services PLC,
the Company's Share Registrar.

3.     Note that a "vote withheld" is not a vote in law and such votes have
not been included in the calculation of votes "for" and "against" each
resolution.  Proxy appointments which gave discretion to the Chairman have
been included in the "for" total above.

 

In accordance with UK Listing Rule 6.4.2R, copies of the resolutions which
constitute special business at the AGM (being resolutions 17 to 22) will be
submitted to the FCA National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Resolution 4 - Shareholder Consultation

Shareholders approved resolution 4, the Directors' Remuneration Policy (the
"Policy") with 77.89% votes cast in favour, however the Company recognises
that some shareholders have concerns on this matter. The Company has actively
engaged with shareholders in respect of the proposed changes to the Directors'
Remuneration Policy, and in accordance with the UK Corporate Governance Code
2024, the Company will seek to further engage with shareholders to understand
the reasons behind their voting and will provide an update on that engagement
and any actions taken in response within six months.

 

A final summary of the views heard during this shareholder engagement will be
included in the Annual Report and Accounts for the year ending 31 December
2025, and the explanatory notes to the relevant resolution to be put to
shareholders at the Company's Annual General Meeting in 2026 will reflect the
outcomes of the consultation and any actions taken as appropriate.

 

Buyback Authority

Following the announcement on 25 February 2025, the shareholder authority to
carry out buybacks has been renewed at the AGM, and the end date of the GEL
107.7 million extension of the buyback and cancellation programme (the
"Programme") has been extended to no later than the Company's Annual General
Meeting 2026. The shares will be purchased in the open market. The purpose of
the buyback is to reduce the Group's share capital, and the cancellation of
the treasury shares repurchased will be executed on a monthly basis.

 

The Programme will be conducted within certain pre-set parameters, and in
accordance with the general authority to repurchase shares granted at the 2025
Annual General Meeting, Chapter 9 of the UK Listing Rules, and the provisions
of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated
Regulation (EU) 2016/1052 (as they form part of UK domestic law). The maximum
number of shares that may be repurchased under the Programme is 4,411,570.

 

The Company has appointed Cavendish Capital Markets Limited ("Cavendish") to
manage the Programme. During any closed periods the Company and its directors
have no power to invoke any changes to the Programme and it will be executed
at the sole discretion of Cavendish. The Company will make further
announcements in due course following the completion of any share repurchases.

 

 

For further information, please contact: Computershare Company Secretarial
Services Limited, LionFinanceGroup-CoSec@computershare.co.uk
(mailto:LionFinanceGroup-CoSec@computershare.co.uk)

 

Name of authorised official of issuer responsible for making notification:
Computershare Company Secretarial Services Limited, Company Secretary

 

About Lion Finance Group PLC

Lion Finance Group PLC (LSE: BGEO LN) is a FTSE 250 holding company whose main
subsidiaries provide banking and financial services focused in the high-growth
Georgian and Armenian markets through leading, customer-centric, universal
banks - Bank of Georgia in Georgia and Ameriabank in Armenia. By building on
our competitive strengths, we are committed to driving business growth,
sustaining high profitability, and generating strong returns, while creating
opportunities for our stakeholders and making a positive contribution in the
communities where we operate.

Legal Entity Identifier: 213800XKDG12NQG8VC53

For further information, please visit www.lionfinancegroup.uk
(https://lionfinancegroup.uk/) or contact:

 

 Sam Goodacre                                Nini Arshakuni
 Adviser to the CEO                          Head of Investor Relations
 +44 203 178 4034                            +44 203 178 4034
 sgoodacre@lfg.uk (mailto:sgoodacre@lfg.uk)  ir@lfg.uk

 

 

This news report is presented for general informational purposes only and
should not be construed as an offer to sell or the solicitation of an offer to
buy any securities

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