Result of AGM

Georgia Capital PLC
17 May 2023
 

London, 17 May 2023

 




Georgia Capital PLC - Result of AGM and Changes to Board Committees

 

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, 17 May 2023, and also announces changes to the Company's Board Committees. Details of the resolutions are set out in full in the Notice of AGM dated 13 April 2023.

 

Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.

 

Resolutions 1 to 11 (inclusive) were passed as ordinary resolutions and resolutions 12 to 15 (inclusive) were passed as special resolutions.  The results of the poll for each resolution were as follows:

 

RESOLUTION

VOTES
FOR

%

VOTES
AGAINST

%

VOTES
TOTAL

% of ISC* VOTED

VOTES
WITHHELD

1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2022

29,178,200

100.00%

0

0.00%

29,178,200

66.18%

217,523

2 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2022

29,108,979

99.02%

286,694

0.98%

29,395,673

66.68%

50

3 To re-appoint Irakli Gilauri, as an Executive Director

26,459,964

90.01%

2,935,759

9.99%

29,395,723

66.68%

0

4   To re-appoint Maria Chatti-Gautier, as a Non-Executive Director**

29,022,626

98.73%

373,047

1.27%

29,395,673

66.68%

50

5 To re-appoint Massimo Gesua' sive Salvadori, as a Non-Executive Director **

29,395,673

100.00%

0

0.00%

29,395,673

66.68%

50

6 To re-appoint David Morrison, as a Non-Executive Director **

29,178,150

99.26%

217,523

0.74%

29,395,673

66.68%

50

7 To appoint Neil Janin, as a Non-Executive Director **

29,178,200

99.26%

217,523

0.74%

29,395,723

66.68%

0

8   To re-appoint Pricewaterhouse Coopers LLP as Auditor to the Company

29,178,023

99.26%

217,700

0.74%

29,395,723

66.68%

0

9 To authorise the Audit and Valuation Committee to set the remuneration of the Auditor

29,395,546

100.00%

177

0.00%

29,395,723

66.68%

0

10 To authorise political donations and expenditure

26,081,735

88.73%

3,313,988

11.27%

29,395,723

66.68%

0

11 To authorise the Board to allot shares

26,052,722

89.49%

3,060,612

10.51%

29,113,334

66.04%

282,389

12 To authorise the disapplication of pre-emption rights

26,052,829

89.49%

3,060,612

10.51%

29,113,441

66.04%

282,282

13 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments

26,049,222

88.81%

3,281,635

11.19%

29,330,857

66.53%

64,866

14 To authorise the Company to purchase its own shares

29,108,778

99.03%

286,595

0.97%

29,395,373

66.68%

350

15  To authorise the Company to make off-market purchases of its own shares

23,792,645

80.94%

5,602,728

19.06%

29,395,373

66.68%

350

 

*Issued share capital with voting rights

**Independent Director

 

Notes:

1.         As at the date of the AGM, the Company had 44,310,362 ordinary shares in issue. The Company held 260,921 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 44,049,441. 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 14.3.6, copies of the resolutions which passed as special business (resolutions 10 to 15 at the AGM 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.  

 

 

The Company announced on 24 March 2023 that, following the approval by shareholders at a General Meeting of the Company held on 14 March 2023 of the transfer from LSE Premium to LSE Standard listing, the size of the Board would be reduced and the composition of the Committees would be revised. Kim Bradley and Jyrki Talvitie did not seek re-election to the Board at today's AGM. The Company announces the following changes to the composition of its Board Committees with immediate effect.

 

Taking into account the Company's transfer to Standard listing, the Investment Committee will be disbanded, with its responsibilities merged into those of the Board. Neil Janin will become Chair of the Nomination Committee, Massimo Gesua' sive Salvadori will join the Committee and Maria Chatti-Gautier will step down as a member of that Committee. Maria Chatti-Gautier will join the Audit and Valuation Committee.  Neil Janin will join the Remuneration Committee and become its Chair and David Morrison will become a member. Maria Chatti-Gautier will be the designated Non-Executive Director for engagement with the workforce.

 

Following the changes, with immediate effect, the Committees will have the following composition:

·    the Investment Committee will be disbanded, with its responsibilities merged into those of the Board;

·    the members of the Nomination Committee will be Neil Janin (Chair), Irakli Gilauri and Massimo Gesua' sive Salvadori;

·    the members of the Remuneration Committee will be Neil Janin (Chair), Maria Chatti-Gautier and David Morrison; and

·    the members of the Audit and Valuation Committee will be David Morrison (Chair), Massimo Gesua' sive Salvadori and Maria Chatti-Gautier.

 

 

Name of authorised official of issuer responsible for making notification:

 

Link Company Matters Limited

Company Secretary

 

 

About Georgia Capital PLC

Georgia Capital (LEI: 213800Q65T5GNBOW7H65) 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 300 million 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 20.0% equity stake in the water utility business and a 19.9% equity stake (at 8-May-23) 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

B1/CFR & B1/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

ir@gcap.ge

+995 322 005 000

+44 203 178 4034

+ 995 322 005 045


ir@gcap.ge

ir@gcap.ge

ir@gcap.ge

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