REG - TBC Bank Group PLC - Result of AGM

TBC BankAnnouncement

21/05/2024 16:30

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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      31,473,085  89.76%           3,590,347      10.24%           35,063,432   63.30                            1,387

     management board of JSC TBC Bank
 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 (http://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
(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 (mailto: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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