REG - TBC Bank Group PLC - Update on 2024 AGM Resolution Vote

TBC BankAnnouncement

14/11/2024 10:00

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RNS Number : 2525M  TBC Bank Group PLC  14 November 2024

TBC Bank Group PLC ("TBC PLC")

Update on 2024 Annual General Meeting Resolution Vote

 

TBC PLC held its 2024 annual general meeting ("AGM") on 21 May 2024. At the
AGM, all of the resolutions were passed with the requisite majority.
Resolution 3 on the approval of the 2023 directors' remuneration report (set
out on pages 218 to 249 of the annual report for the year ended 31 December
2023) passed with a majority of 75.1% which was below 80%. In accordance with
the requirements of Provision 4 of the UK Corporate Governance Code that
requires companies to provide an update to the market within six months of an
AGM where more than 20% of shareholders have voted against a resolution, TBC
PLC wishes to provide an update on the actions taken and feedback received.

TBC PLC's Remuneration Committee Chair held discussions with major
shareholders that voted against this resolution to understand their concerns.
This is in addition to the detailed consultation that took place over the last
12 months in relation to the new Remuneration Policy, which received strong
support at the AGM, together with the related resolutions for the new Combined
Incentive Plan and the 2:1 Variable Pay cap.

The Board is thankful to the shareholders for sharing their views and
understands that the negative votes were principally related to some concerns
about the structure of the Combined Incentive Plan, the disclosure of the
incentive targets and the level of the increase to the overall pay. The
Committee has considered the feedback received and will reflect on these when
considering the implementation of the policy for next year. Full details of
this engagement and the decisions will be described in the 2024 Directors'
Remuneration Report.

The Directors would like to thank those who have participated in engagement.
All feedback received has been invaluable to the Remuneration Committee, who
are committed to having a constructive ongoing relationship with our
shareholders and proxy advisors.

 

 

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's mission is to make people's lives easier by providing
digitally-led financial services to retail and corporate customers. TBC Bank
Group PLC ("TBC PLC") is a public limited company registered in England and
Wales and is the parent company of TBC Bank Georgia and TBC Uzbekistan.

TBC Bank Georgia, together with its subsidiaries, is the leading financial
services group in Georgia, with a total market share of 38.7% of customer
loans and 38.4% of customer deposits as of 30 September 2024, according to
data published by the National Bank of Georgia.

TBC Uzbekistan is the leading digital banking ecosystem in Central Asia with
17 mln unique registered users that includes TBC Bank Uzbekistan, the
country's largest mobile-only bank, payme, a leading digital payments app for
individuals and small businesses, and payme nasiya, an instalment credit
business.

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.

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