REG - TBC Bank Group PLC - Update on 2021 AGM Resolution Vote

TBC BankAnnouncement

13/12/2021 14:20

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RNS Number : 4750V  TBC Bank Group PLC  13 December 2021

Update on 2021 Annual General Meeting Resolution Vote

In accordance with the requirements of Provision 4 of the UK Corporate
Governance Code, the Company provides this update following the significant
votes against the below resolutions at the Company's Annual General Meeting
held on 14 June 2021 (the "AGM"):

·      Resolution 2 - Directors' remuneration report;

·      Resolution 15 - Allotment of securities up to a specified amount;

·      Resolution 16 - Disapplication of pre-emption rights (general
authority); and

·      Resolution 17 - Disapplication of pre-emption rights (specific
authority).

All resolutions at the AGM were passed with the exception of Resolution 17.
Following the AGM, the Company consulted and engaged with a number of
shareholders who voted against the resolutions to better understand their
concerns.

Resolution 2 - Directors' remuneration report

A supporting vote of 76.1% was received for Resolution 2 at the AGM, below the
80% minimum satisfactory vote. The Company's Remuneration Committee Chair,
together with the Chairman and Senior Independent Director held discussions
with a number of shareholders that voted against this resolution to understand
their concerns.

The Directors are thankful to the shareholders for sharing their views and
understand that the negative vote was principally related to a specific,
one-off discretion exercised by the Committee.   The dialogue with the
shareholders has highlighted that there remains strong support for the
Company's remuneration policy which was approved by 96.17% of shareholders.

The Company's Remuneration Committee has discussed the feedback received in
detail with the Board and will maintain dialogue with shareholders on matters
related to executive remuneration.

Resolution 15 - Allotment of securities up to a specified amount

A vote of 24.71% was received against Resolution 15 at the AGM. The Chairman
and Senior Independent Director have held conversations with shareholders that
did not support this resolution and is aware that the governance policies
maintained by certain shareholders from outside of the United Kingdom are not
able to support a general allotment authority or can only support a reduced
general authority.

Whilst the Board understands that some investors are unable to support the
current allotment authority, the Company notes that this authority continues
to be supported by the majority of our shareholders and is in line with the
Investment Association's Share Capital Management Guidelines which represent
best practice for UK listed companies.

The Company will continue to engage with shareholders for whom this authority
continues to present concerns and will keep the level of the authority sought
under review.

Resolution 16 & 17 - Disapplication of pre-emption rights

A vote of 24.35% was received against Resolution 16 and a vote of 25.45% was
received against Resolution 17 at the AGM.  As a special resolution requiring
a 75% majority, Resolution 17 did not receive sufficient support to be passed.

In a similar manner to Resolution 15, through its dialogue with shareholders
the Board is aware that the governance policies of certain investors restrict
shareholders' ability to support these resolutions although that the Company's
authorities are consistent with prevailing UK market practice and both the
Investment Association's Share Capital Management Guidelines and the
Pre-Emption Group's Statement of Principles.

The Company will continue to engage with shareholders for whom these
authorities continue to present concerns and will keep the level of the
authority sought under review.

 

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 (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 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 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 38.4% of customer loans and 40.1% of
customer deposits as of 30 September 2021, according to data published by the
National Bank of Georgia.

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