Bank of Georgia
JSC Bank of Georgia Result of EGM
JSC Bank of Georgia (LSE: BGEO GSE: GEB), the leading Georgian universal bank,
announced today that all resolutions put to shareholders at the Extraordinary
Meeting of Shareholders ('EGM') held on 22 February 2008 were passed by the
required majority. These resolutions are contained in the Notice of EGM dated 1
February 2008, a copy of which as well as other documents pertaining to the EGM
is available on the Bank of Georgia website (www.bog.ge/ir) or upon request from
the bank at its registered office: 3 Pushkin Street, Tbilisi, Georgia 0105.
The total number of voting shares in issue as of the record date of EGM (23
January, 2008) was 26,981,983 and 25,644,959 votes, or 95.04% of total voting
shares, were present at the EGM. The following resolutions were adopted at the
1. Approval of the changes in the Supervisory Board of the JSC Bank of Georgia.
The EGM acknowledged the resignation of Mr. Lado Gurgenidze, Chairman of the
Supervisory Board and approved the nomination of Mr. Kaha Kiknavelidze as a
member of the Supervisory Board, subject to the approval of his respective
compensation as per second item of the agenda.
2. Approval of compensation of the Supervisory Board member. The EGM approved
Mr. Kaha Kiknavelidze's compensation in the amount of US$75,000 per annum to be
paid quarterly in the JSC Bank of Georgia shares and/or GDRs. The number of the
shares and/or GDRs shall be calculated based on the maximum market price of such
shares and/or GDRs for the relevant quarter.
3. 3A. Approval of the changes in the membership of the Audit Committee of the
JSC Bank of Georgia. The EGM acknowledged the resignation of Mr. Irakli
Rekhviashvili, Chairman of the Audit Committee and approved the nomination of
Mr. Murtaz Kikoria to the position of the Chairman of the Audit Committee of JSC
Bank of Georgia, subject to the approval of his respective compensation.
3B. Approval of compensation of Audit Committee member. The EGM approved the
compensation of Mr. Murtaz Kikoria in the amount of GEL 5,900 per month.
4. Approval of certain changes in the Charter of JSC Bank of Georgia. As a
result to the changes, if the Supervisory Board meeting is inquorate, the quorum
of the next meeting is 25%. If the second meeting is inquorate, the Supervisory
Board members are terminated and the general meeting of shareholders must be
convened. The change brings the Charter in compliance with the latest amendments
effected in the laws of Georgia.
The following table includes the results of the votes:
% of total % of total
attending Against/ attending Total Voting
Resolution For shares Abstained shares Shares
1 25,644,959 100% - 25,644,959
2 25,644,959 100% - 25,644,959
3A 25,644,959 100% - 25,644,959
3B 25,644,959 100% - 25,644,959
4 25,644,959 100% - 25,644,959
This news 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. Certain statements in this news report are forward-looking
statements and, as such, are based on the managements current expectations and
are subject to uncertainty and changes in circumstances.
About Bank of Georgia
Bank of Georgia, a leading universal Georgian bank with operations in Georgia
and Ukraine, is the largest bank by assets, loans, deposits and equity in
Georgia, with 35% market share by total assets (all data according to the NBG as
of 31 December 2007). The major component of the Galt & Taggart Index, the bank
has 127 branches and over 740,000 retail and more than 65,000 corporate current
accounts. The bank offers a full range of retail banking, corporate and
investment banking and asset & wealth management services. The bank also
provides a wide range of corporate and retail insurance products through its
wholly-owned subsidiary Aldagi BCI.
Bank of Georgia has, as of the date hereof, the following credit ratings:
Standard & Poor's 'B+/B' Stable
Moody's 'B3/NP' (FC) & 'Ba1/NP' (LC) Stable
Fitch Ratings 'B/B' Stable
For further information, please visit www.bog.ge/ir or contact:
Nicholas Enukidze Irakli Gilauri Macca Ekizashvili
Chairman of the Supervisory Board Chief Executive Officer Head of Investor Relations
+995 32 444 105 +995 32 444 109 +995 32 444 256
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