Source - RNS
RNS Number : 1175K
JSC TBC Bank
16 September 2016
 

 

 

 

 

 

TBC Bank Announces Results of Shareholder's Resolution

 

The European Union Market Abuse Regulation EU 596/2014 requires TBC Bank to disclose that this announcement contains inside information, as defined in that Regulation

 

 

JSC TBC Bank ("TBC Bank") announces that its parent company, TBC Bank Group PLC ("TBC PLC"), passed the shareholders' resolutions (the "Resolutions") for the purposes of: (i) amending the Charter of TBC Bank; (ii) appointing new members to the supervisory board; and (iii) approving an adjusted compensation system for the supervisory board members. The Resolutions were passed on Thursday, 15 September 2016. Details of the resolutions are set out in full below.

 

The Resolutions were proposed in order for certain arrangements to be in line with TBC Bank's status as a subsidiary of its premium-listed parent, TBC PLC. This was effected by the successful closing of the tender offer, as announced on 5 August 2016, and the admission of TBC PLC to the premium segment of the Official List and to the Main Market of the London Stock Exchange plc, as announced on 10 August 2016. The updated arrangements are intended to be consistent with that status and the provisions of the prospectus issued by TBC PLC on 1 June 2016 in connection with the tender offer and the admission of TBC PLC.

 

 

 

If you have any questions, please contact:

 

JSC TBC Bank

Head of Investor Relations

Anna Romelashvili 

[email protected]

 

 

About TBC Bank Joint Stock Company ("TBC Bank")

TBC Bank, together with its subsidiaries, is one of the leading universal banking groups in Georgia, with a total market share of 28.2% of loans and 29.3% of non-banking deposits in Georgia as at 30 June 2016, according to data published by the NBG. It holds the number one position in deposits of individuals, the number two position in loans (both to individuals and to legal entities) and in deposits of legal entities, according to NBG data, and has a particular expertise in the fast-growing SME and micro sectors, where TBC Bank considers itself a market leader.

 

 

 

 

 

 

TBC BANK GROUP PLC - SHAREHOLDER AND PARENT COMPANY OF JSC TBC BANK

 

RESOLUTIONS

 

 

15 September 2016

 

 

TBC BANK GROUP PLC. (Company No. 10029943 (S), with registered address at 5th Floor 6, St. Andrew Street, London, United Kingdom, EC4A 3AE, United Kingdom), having 98% of issued shares with voting right of the JSC TBC Bank (Company No. 204854595), represented by Mamuka Khazaradze, Chairman of the Board 

 

On the basis of the Article 54.1 of "the Law of Georgia on Entrepreneurs", Article 5.2.7.(a), (d) and (g) of the Charter of the JSC  TBC Bank, considered the following matters:  

 

Agenda items:

1.   Approval of the amendments to the charter;

2.   Approval of Appointment of New Members to the Supervisory Board;

3.   Approval of the Supervisory Board Members Adjusted Compensation.

 

 

This decision shall be equal to the minutes of a meeting and shall be considered to be the decision made by the meeting.

 

In its capacity as 98 % shareholder of JSC TBC Bank, TBC BANK GROUP PLC has resolved the following:

 

 

1.   Approval of the amendments to the charter.

Approve the amendments to the Charter of the JSC TBC Bank and approve the final incorporated version of the Charter as follows:

 

(i)         Paragraph 1.3. of Article 1 shall be amended and replaced as follows:

 

"1.3. The Bank is a joint stock company, established for an unlimited period. The rights and responsibilities of the Bank shall be determined by the law of Georgia "On the Activity of Commercial Banks", the Law of Georgia "On Entrepreneurs", normative acts of the National Bank of Georgia (or its successor entity), this Charter and other respective normative acts in force in Georgia. The Bank shall be bound by its parent company TBC Bank Group PLC's terms of references, where applicable,  and adopted group policies and also be guided by rules and standards of international banking practice."

 

(ii)        Paragraph 5.3.1 of Article 5 shall be amended and replaced as follows:

 

"5.3.1 Supervisory Board of the Bank, consisting of nine members, supervises the activities of a Bank. One member of the Supervisory Board may have a status of a Senior Independent Member."

(iii)       Subparagraphs (b), (f), (i), and (j) of Paragraph 5.3.9 of Article 5 shall be amended and replaced as follows:

 

"(b) approves purchase, alienation, and disposal of property, value of which exceeds 0.5% of the Bank's total assets."

"(f) approves a transaction or a series of transactions with respect to the Bank's borrowing if it exceeds 3% of the Bank's total assets."

"(i) approves acquiring shares/ownership interest in, investing in, or disposing of shares/ownership interest in legal persons for total consideration in excess of an aggregate total of  0.5% of the Bank's total assets."

"(j) approves any sale, lease, exchange, transfer, pledge, mortgage, contribution or other disposition of  the assets of the Bank or Key Subsidiary exceeding 0.5 % of the Bank's total assets, except for any Security (as this term is defined in Clause 5.3.10(c) hereof) upon, or with respect to, any present or future assets or revenues or any part thereof which is created pursuant to any Repo Transaction with the National Bank of Georgia."

(iv)       Paragraph 5.3.11 of Article 5 shall be amended and replaced as follows:

 

"5.3.11. Subject to any additional requirement of Georgian law with respect to transactions with related parties, the Supervisory Board approves the entering into any Related Party Transaction, other than the transaction with a Subsidiary, with an affirmative vote of at least 6 members."

(v)        Paragraph 5.3.12 of article 5 shall be amended and replaced as follows:

"5.3.12. For the purposes of this Charter:

(a)        a "Related Party Transaction" has the meaning given to it by the National Bank of Georgia (or its successor entity) relevant applicable regulations as adopted from time to time .

(b)        a "Subsidiary" has the meaning given to it by the National Bank of Georgia (or its successor entity) relevant applicable regulations as adopted from time to time.

(c)        a "Related Party" has the meaning given to it by the National Bank of Georgia (or its  successor entity) relevant applicable regulations as adopted from time to time."

 

(vi)       Paragraph 5.3.13 of article 5 shall be amended and replaced as follows:

"5.3.13. A Supervisory Board member shall not take part in any discussion or decision-making that involves any subject or transaction in which he/she has a conflict of interest with the Bank. In case the number of members of the Supervisory Board who are not precluded from voting on the Related Party Transaction is less than six, the decision shall be taken by such remaining members unanimously." 

 

(vii)        Paragraph 5.3.14 of article 5 shall be amended and replaced as follows:

"5.3.14 Related Party Transactions shall be concluded only with the approval of the Supervisory Board, save in cases explicitly excluded by the National Bank of Georgia (or its successor entity) regulations as adopted from time to time."

 

2.   Approval of Appointment of New Members to the Supervisory Board

 

Whereas, Mrs. Irina Schmidt's term of office as the Supervisory Board Member has expired, Corporate Governance and Nomination Committee of the Bank recommended appointment of Mr. Stephan Wilcke as an independent member of the Supervisory Board for the term of 4 years.

 

Corporate Governance and Nomination Committee has also recommended appointment of Vakhtang Butskhrikidze and Giorgi Shagidze as new members of the Supervisory Board for the term of 4 years.

 

Approve:

·      Appointment of Mr. Stephan Wilcke as the independent member of the Supervisory Board of the JSC TBC Bank for the term of 4 years. 

·      Appointment of  Mr. Vakhtang Butskhrikidze and Mr. Giorgi Shagidze as members of the Supervisory Board of the JSC TBC Bank for the term of 4 years.

 

 

3.   Approval of the Supervisory Board Members  Adjusted Compensation

 

With the aim to adjust the compensation related to the membership of JSC TBC Bank Supervisory Board and membership of the TBC Bank Group PLC (parent company), the compensation shall be adjusted and new Supervisory Board Compensation System approved accordingly.

 

Mr. Stephan Wilcke was appointed as the TBC Bank Group PLC Board member as at 31 May 2016. JSC TBC Bank decided to grant a lump sum in the amount of USD 19,688.00 net of Georgian taxes to Mr. Stephan Wilcke as a signing bonus.

 

 

Approve:

·      the Supervisory Board compensation as set out in Annex 1: Supervisory Board Compensation System.

·      grant of a lump sum in the amount of  USD 19,688.00 net of Georgian taxes  to Mr. Stephan Wilcke.

 

 

Signature:

 

 

TBC BANK GROUP PLC

Mamuka Khazaradze, Chairman of the Board

 

 

 


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