TIDMTBCG

RNS Number : 5764P

TBC Bank Group PLC

10 June 2020

TBC Bank Group PLC

(the "Company")

Result of AGM

The Annual General Meeting of the Company was held on 10 June 2020 at at 11:00 am at the Registered Office of the Company, Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey, KT13 0TS . All resolutions were passed by the requisite majority on a poll .

Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions. The voting results are given below:

 
 No   Resolution                         Votes        % of      Votes       % of     Total        % of       Votes 
                                          For          votes     Against     votes    votes        issued     Withheld 
                                                       cast                  cast                  share 
                                                                                                   capital 
                                                                                                   voted 
      To receive the accounts 
       of the Company for 
       the year ended 31 
       December 2019 together 
       with the directors' 
       report, the strategic 
       report, the directors' 
       remuneration report 
       and the auditor's 
 1     report.                           38,808,606   98.50%     590,237    1.50%    39,398,843    71.43      381,000 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To approve the directors' 
       remuneration report 
       set out on pages 
       151 to 179 of the 
       Annual Report and 
       Accounts for the 
       year ended 31 December 
 2     2019.                             33,341,857   87.19%    4,899,502   12.81%   38,241,359    69.33     1,538,484 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Nikoloz 
       Enukidze as a director 
 3     of the Company.                   39,131,189   98.37%     648,655    1.63%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Nicholas 
       Dominic Haag as 
       a director of the 
 4     Company.                          39,779,776   100.00%      68       0.00%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Vakhtang 
       Butskhrikidze as 
       a director of the 
 5     Company.                          39,779,776   100.00%      68       0.00%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Giorgi 
       Shagidze as a director 
 6     of the Company.                   39,643,431   99.66%     136,413    0.34%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Maria 
       Luisa Cicognani 
       as a director of 
 7     the Company.                      39,779,776   100.00%      68       0.00%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint Tsira 
       Kemularia as a director 
 8     of the Company                    39,544,844   99.41%     234,999    0.59%    39,779,843    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To appoint Eric 
       J Rajendra as a 
       director of the 
 9     Company                           38,784,628   97.50%     995,216    2.50%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To appoint Arne 
       Berggren as a director 
 10    of the Company                    39,779,844   100.00%       0       0.00%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To reappoint 
      PricewaterhouseCoopers 
      LLP as auditor of 
      the Company to hold 
      office until the 
      conclusion of the 
      next Annual General 
 11   Meeting.                           39,779,593   100.00%       0       0.00%    39,779,593    72.12        251 
     ---------------------------------  -----------  --------              -------  -----------  ---------  ---------- 
      To authorise the 
       Audit Committee 
       of the Company to 
       determine the auditor's 
 12    remuneration.                     38,236,630   99.99%      4,730     0.01%    38,241,360    69.33     1,538,484 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To give authority 
       to allot securities 
       up to a specified 
 13    amount                            34,012,788   85.50%    5,767,056   14.50%   39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To disapply statutory 
       pre-emption rights 
       in relation to the 
       allotment of equity 
       securities for cash 
       or sale of treasury 
 14    shares                            34,059,657   85.62%    5,720,187   14.38%   39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To disapply statutory 
       pre-emption rights 
       in relation to the 
       allotment of equity 
       securities to be 
       used only for the 
       purposes of financing 
 15    a transaction                     33,674,815   84.65%    6,105,028   15.35%   39,779,843    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      To give authority 
       to make market purchases 
       of the Company's 
 16    shares                            39,390,272   99.03%     384,841    0.97%    39,775,113    72.11       4,730 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
      That the Company 
       may call General 
       Meetings other than 
       Annual General Meetings 
       on not less than 
 17    14 clear days' notice.            36,805,418   92.52%    2,974,426   7.48%    39,779,844    72.12         0 
     ---------------------------------  -----------  --------  ----------  -------               ---------  ---------- 
 

NOTES

   1.     Votes "For" and "Against" are expressed as a percentage of votes cast. 
   2.     Votes "For" include discretionary votes. 

3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

4. The total number of shares in issue is 55,155,896 ordinary shares of GBP0.01. Ordinary shareholders are entitled to one vote per share held.

5. To view the full wording of the resolutions, please refer to the 2020 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com .

6. In accordance with the UK Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at the National Storage Mechanism located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

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

About TBC Bank Group PLC ("TBC PLC")

TBC PLC is a public limited company registered in England and Wales that was incorporated in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the FTSE 250 Index.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 39.4% of loans and 39.8% of non-banking deposits as of 31 March 2020, according to data published by the National Bank of Georgia.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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