London, 19 May 2023
Bank of Georgia Group PLC - Result of AGM
Bank of Georgia Group PLC (the "Company") held its Annual General Meeting (the "AGM") on 19 May 2023. Details of the resolutions are set out in full in the Notice of AGM dated 14 April 2023.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 16 (inclusive) were passed as ordinary resolutions and resolutions 17 to 19 (inclusive) were passed as special resolutions.
The results of the poll for each resolution were as follows:
| RESOLUTION | VOTES | % | VOTES | % | VOTES | % of ISC* | VOTES |
| 1 To receive and approve the Annual Report and Accounts for the year ended 31 December 2022 | 37,084,104 | 100% | 0 | 0.00% | 37,084,104 | 79.86% | 441,458 |
| 2 To declare a final dividend of GEL 5.80 per ordinary share | 37,525,126 | 100% | 79 | 0.00% | 37,525,205 | 80.81% | 357 |
| 3 To approve the Directors' Remuneration Report | 34,832,255 | 92.82% | 2,692,899 | 7.18% | 37,525,154 | 80.81% | 408 |
| 4 To re-appoint Mel Carvill, as a Non-Executive Director** | 34,687,723 | 93.48% | 2,420,124 | 6.52% | 37,107,847 | 79.91% | 417,715 |
| 5 To re-appoint Alasdair Breach, as a Non- Executive Director** | 35,334,388 | 94.22% | 2,166,666 | 5.78% | 37,501,054 | 80.76% | 24,508 |
| 6 To re-appoint Archil Gachechiladze, as an Executive Director | 37,491,622 | 99.91% | 33,533 | 0.09% | 37,525,155 | 80.81% | 407 |
| 7 To re-appoint Tamaz Georgadze, as a Non-Executive Director** | 36,436,156 | 97.10% | 1,088,999 | 2.90% | 37,525,155 | 80.81% | 407 |
| 8 To re-appoint Hanna Loikkanen as a Non-Executive Director ** | 35,357,010 | 94.22% | 2,168,144 | 5.78% | 37,525,154 | 80.81% | 408 |
| 9 To re-appoint Véronique McCarroll, as a Non-Executive Director** | 37,082,541 | 98.82% | 442,614 | 1.18% | 37,525,155 | 80.81% | 407 |
| 10 To re-appoint Mariam Megvinetukhutsesi, as a Non-Executive Director** | 37,082,541 | 98.82% | 442,614 | 1.18% | 37,525,155 | 80.81% | 407 |
| 11 To re-appoint Jonathan Muir, as a Non-Executive Director** | 37,082,541 | 98.82% | 442,614 | 1.18% | 37,525,155 | 80.81% | 407 |
| 12 To re-appoint Cecil Quillen, as a Non- Executive Director** | 35,994,656 | 95.92% | 1,530,498 | 4.08% | 37,525,154 | 80.81% | 408 |
| 13 To re-appoint Ernst & Young LLP as Auditor to the Company | 36,970,935 | 98.52% | 554,191 | 1.48% | 37,525,126 | 80.81% | 436 |
| 14 To authorise the Audit Committee to set the remuneration of the Auditor | 37,524,935 | 100% | 35 | 0.00% | 37,524,970 | 80.81% | 592 |
| 15 To authorise political donations and political expenditure | 37,225,358 | 99.88% | 45,375 | 0.12% | 37,270,733 | 80.26% | 254,829 |
| 16 To authorise the Board to allot shares | 36,028,183 | 96.01% | 1,496,885 | 3.99% | 37,525,068 | 80.81% | 494 |
| 17 To authorise the disapplication of pre-emption rights | 36,395,285 | 97.00% | 1,126,783 | 3.00% | 37,522,068 | 80.80% | 3,494 |
| 18 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments | 35,814,977 | 95.44% | 1,710,091 | 4.56% | 37,525,068 | 80.81% | 494 |
| 19 To authorise the Company to purchase its own shares | 36,954,466 | 98.52% | 554,974 | 1.48% | 37,509,440 | 80.77% | 16,122 |
*Issued share capital excluding treasury shares pending cancellation
**Independent Director
Notes:
1. As at the date of the AGM, the Company had 46,667,492 ordinary shares in issue. The Company held 230,500 shares in treasury pending cancellation and therefore the number of total voting rights as at the date of the AGM was 46,436,992. 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 and 15 to 19) will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Name of authorised official of issuer responsible for making notification: Computershare Company Secretarial Services Limited, Company Secretary
About Bank of Georgia Group PLC
Bank of Georgia Group PLC (the "Company" - LSE: BGEO LN) is a FTSE-250 company. Its core entity is JSC Bank of Georgia ("Bank of Georgia", "BOG", or the "Bank"), a digital banking leader in Georgia that provides a suite of banking and financial services to retail clients and businesses. By building on its competitive strengths, the Group is committed to delivering strong profitability sustainably and maximising shareholder value.
Legal Entity Identifier: 213800XKDG12NQG8VC53
For further information, please visit www.bankofgeorgiagroup.com or contact:
| Michael Oliver | Nini Arshakuni |
| Adviser to the CEO | Head of Investor Relations |
| +44 203 178 4034 | +995 322 444 444 (7515) |
| ir@bog.ge |
This report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
