London, 20 May 2022
Georgia Capital PLC - Result of AGM
The Board of Directors of Georgia Capital PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held today, 20 May 2022. Details of the resolutions are set out in full in the Notice of AGM dated 12 April 2022.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 13 (inclusive) were passed as ordinary resolutions and resolutions 14 to 17 (inclusive) were passed as special resolutions. The results of the poll for each resolution were as follows:
| RESOLUTION | VOTES | % | VOTES | % | VOTES | % of ISC* VOTED | VOTES |
| 1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2021 | 28,390,041 | 100.00% | 0 | 0.00% | 28,390,041 | 62.09% | 5,628 |
| 2 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2021 | 26,710,160 | 94.07% | 1,684,919 | 5.93% | 28,395,079 | 62.10% | 590 |
| 3 To receive and approve the Directors' Remuneration Policy | 26,599,621 | 93.68% | 1,795,458 | 6.32% | 28,395,079 | 62.10% | 590 |
| 4 To re-appoint Irakli Gilauri, as an Executive Director | 25,714,908 | 90.87% | 2,585,011 | 9.13% | 28,299,919 | 61.90% | 95,750 |
| 5 To re-appoint Kim Bradley, as a Non-Executive Director ** | 28,238,987 | 99.45% | 155,882 | 0.55% | 28,394,869 | 62.10% | 800 |
| 6 To re-appoint Maria Chatti-Gautier, as a Non-Executive Director** | 28,238,987 | 99.45% | 155,882 | 0.55% | 28,394,869 | 62.10% | 800 |
| 7 To re-appoint Massimo Gesua' sive Salvadori, as a Non-Executive Director ** | 28,394,721 | 100.00% | 148 | 0.00% | 28,394,869 | 62.10% | 800 |
| 8 To re-appoint David Morrison, as a Non-Executive Director ** | 28,394,869 | 100.00% | 0 | 0.00% | 28,394,869 | 62.10% | 800 |
| 9 To re-appoint Jyrki Talvitie, as a Non-Executive Director ** | 26,458,302 | 93.18% | 1,936,567 | 6.82% | 28,394,869 | 62.10% | 800 |
| 10 To appoint PricewaterhouseCoopers LLP as Auditor to the Company | 28,389,763 | 99.98% | 5,406 | 0.02% | 28,395,169 | 62.10% | 500 |
| 11 To authorise the Audit and Valuation Committee to set the remuneration of the Auditor | 28,395,141 | 100.00% | 28 | 0.00% | 28,395,169 | 62.10% | 500 |
| 12 To authorise political donations and expenditure | 25,284,500 | 89.05% | 3,110,669 | 10.95% | 28,395,169 | 62.10% | 500 |
| 13 To authorise the Board to allot shares | 25,237,390 | 88.88% | 3,157,779 | 11.12% | 28,395,169 | 62.10% | 500 |
| 14 To authorise the disapplication of pre-emption rights | 24,475,489 | 86.20% | 3,919,680 | 13.80% | 28,395,169 | 62.10% | 500 |
| 15 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments | 23,503,597 | 82.77% | 4,891,572 | 17.23% | 28,395,169 | 62.10% | 500 |
| 16 To authorise the Company to purchase its own shares | 28,389,991 | 99.98% | 5,178 | 0.02% | 28,395,169 | 62.10% | 500 |
| 17 To authorise the Company to make off-market purchases of its own shares | 25,418,851 | 89.52% | 2,976,318 | 10.48% | 28,395,169 | 62.10% | 500 |
*Issued share capital with voting rights
**Independent Director
Notes:
1. As at the date of the AGM, the Company had 45,923,431 ordinary shares in issue. The Company held 201,187 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 45,722,244. In accordance with the Company's Articles of Association and subject to the Listing Rules, 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 Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 4 and 12 to 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement has been posted on the Company's website www.georgiacapital.ge.
Name of authorised official of issuer responsible for making notification:
Link Company Matters Limited
Company Secretary
About Georgia Capital PLC
Georgia Capital is a platform for buying, building and developing businesses in Georgia with holdings in sectors that are expected to benefit from the continued growth and further diversification of the Georgian economy. The Group's focus is typically on larger-scale investment opportunities in Georgia, which have the potential to reach at least GEL 0.3 billion equity value over 3-5 years from the initial investment and to monetise them through exits, as investments mature. Georgia Capital currently has the following portfolio businesses: (i) a retail (pharmacy) business, (ii) a hospitals business, (iii) an insurance business (P&C and medical insurance); (iv) a clinics and diagnostics business, (v) a renewable energy business (hydro and wind assets) and (vi) an education business; Georgia Capital also holds other small private businesses across different industries in Georgia; a 20% equity stake in the water utility business and a 19.9% equity stake in LSE premium-listed Bank of Georgia Group PLC ("BoG"), a leading universal bank in Georgia.
| JSC Georgia Capital has, as of the date hereof, the following credit ratings: | |
| S&P Global | 'B+'/FC & 'B+'/LC |
| Moody's | B2/CFR & B2/PDR |
For further information, please visit www.georgiacapital.ge or contact:
| Irakli Gilauri | Giorgi Alpaidze | Michael Oliver | Shalva Bukia |
| Chairman and Chief Executive | Chief Financial Officer | Adviser to the Chairman & CEO | Head of Investor Relations |
| +995 322 005 000 | +44 203 178 4034 | + 995 322 005 045 | |
| |
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