Bank of Georgia
JSC Bank of Georgia Result of AGM
JSC Bank of Georgia (LSE: BGEO GSE: GEB), the leading Georgian universal bank
(the 'Bank'), announced today that all resolutions put to shareholders at the
Annual Meeting of Shareholders ('AGM') held on 30 May 2008 were passed by the
required majority. These resolutions are contained in the Notice of AGM dated 9
May 2008, a copy of which as well as other documents pertaining to the AGM 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 AGM (30
April 2008) was 30,939,288. 95.6% of total voting shares were present at the
AGM. The following resolutions were adopted at the AGM:
1. Approval of the consolidated audited financial results for fiscal year 2007
of the Bank and its subsidiaries by Ernst & Young.
2. Approval of the Management Report on the performance of the Bank for the
fiscal year 2007.
3. (a) Approval of an increase of the Bank's authorized capital by 7,000,000
ordinary shares, which shall be reserved for the Bank's general funding purposes
and acquisitions. The issuance of the newly authorized shares by the Management
Board will be possible only upon prior consent of the Supervisory Board, within
5 (five) years from the date of the AGM. The consent of the Supervisory Board
shall include the purpose, subscription price and other terms of issuance. The
increase of the authorized capital to be reflected in the Charter of the Bank.
As a result of the approval of the authorized capital increase, the Bank's
authorized capital increased to GEL 39,835,619, representing 39,835,619 ordinary
shares, each with a nominal value of GEL 1.00.
(b) Approval of the cancellation of the pre-emptive rights with regard to the
newly issued shares so authorized.
4. Approval of certain changes in the Charter of the Bank. The changes reflect
the increase of the authorized charter capital as per (3) above as well as
certain amendments introduced by Georgian law. The amended Charter of the Bank
is available on the Bank of Georgia website (www.bog.ge/ir).
5. Approval of the merger of JSC Galt & Taggart Bank, formerly JSC Cascade
Bank-Georgia acquired by the Bank in July 2007, with the Bank, subject to
obtaining all the necessary regulatory approvals and subject to the terms and
conditions of the merger agreement to be entered between JSC Galt & Taggart Bank
and the Bank in due course. Following the merger JSC Galt & Taggart Bank will
seize to exist as a legal entity.
About Bank of Georgia
Bank of Georgia, the leading universal Georgian bank with operations in Georgia
and Ukraine, is the largest bank by assets, loans, deposits and equity in
Georgia, with 33.7% market share by total assets (all data according to the NBG
as of March 31, 2008). The major component of the Galt & Taggart Index, the bank
has 131 branches and over 770,000 retail and more than 120,000 corporate current
accounts. The bank offers a full range of retail banking and corporate and
investment banking services to its customers across Georgia. The bank also
provides a wide range of corporate and retail insurance products through its
wholly-owned subsidiary, Aldagi BCI, as well as asset & wealth management
Bank of Georgia has, as of the date hereof, the following credit ratings:
Standard & 'B+/B' Stable
FitchRatings 'B+/B' Stable
Moody's 'B3/NP' (FC) & 'Ba1/NP' (LC)
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 32 444 800 +995 32 444 109 +995 32 444 256
email@example.com firstname.lastname@example.org email@example.com
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