Notice of AGM
Bank of Georgia
Tbilisi, 9 May 2008
TO THE ATTENTION OF THE SHAREHOLDERS OF JSC BANK OF GEORGIA
The Annual General Meeting (the 'AGM') of the shareholders of JSC Bank of
Georgia (the 'Bank') is scheduled to be held on 30 May 2008, at 15:00. The
agenda of the meeting is as follows:
1. On approval of the Bank's audited results for 2007;
2. On management's report on the performance of the Bank in 2007;
3. On increase of the authorized capital of the Bank and cancellation of the
pre-emptive rights to the newly issued shares;
4. On changes in the charter of the Bank;
5. On merger of JSC Galt & Taggart Bank with JSC Bank of Georgia.
With respect to the items included in the agenda of the AGM to be held on 30 May
2008, the Management Board and the Supervisory Board of the Bank recommend the
following:
With respect to the first item of the agenda:
1. Approve the Audited Financial Results for 2007 of the Bank audited by Ernst &
Young.
With respect to the second item of the agenda:
1. Approve Management Report on the performance of the Bank for the year 2007.
With respect to the third item of the agenda:
1. Approve an increase of the Bank's authorized capital by 7,000,000 (seven
million) 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 will be reflected in the Charter of JSC
Bank of Georgia.
2. Approve cancellation of the pre-emptive rights with regard to the newly
issued shares so authorized.
With respect to the fourth item of the agenda:
1. In order to reflect the resolutions of the AGM and bring the charter in
compliance with the recently amended laws of Georgia, it is recommended to make
amendments to the Bank's charter.
2. The revised charter of the Bank with a note explaining the proposed changes
is available at the Bank's head office at the Investor Relations Department or
at the Bank's website.
3. The shareholders of the Bank will be able to submit written proposals or
comments (or receive clarifications) with regard to the revised version of the
charter to the Investor Relations Department at the head office of the Bank
until May 20, 2008. Such proposals or comments, if any, shall be discussed at
the AGM.
With respect to the fifth item of the agenda:
1. Approve merger of JSC Galt & Taggart Bank (a wholly owned subsidiary of the
Bank) with JSC Bank of Georgia, subject to the following terms and conditions:
a. JSC Galt & Taggart Bank and JSC Bank of Georgia obtaining all the necessary
regulatory approvals;
b. JSC Bank of Georgia (currently 90.1% shareholder) to acquire 9.9% of the
shares in JSC Galt & Taggart Bank from JSC Galt & Taggart Securities (a wholly
owned subsidiary of the Bank);
c. merger to take place on the basis of the same date audited financial
statements of JSC Galt & Taggart Bank and JSC Bank of Georgia, which date will
be determined in the merger agreement;
d. the merger agreement to be entered into between JSC Galt & Taggart Bank and
JSC Bank of Georgia on the following terms:
-- JSC Galt & Taggart Bank will merge into JSC Bank of Georgia;
-- as a result of the merger JSC Galt & Taggart Bank will cease to exist as
a legal entity;
-- the assets and liabilities of JSC Galt & Taggart Bank will be reflected
on the balance sheet of JSC Bank of Georgia without changing its (Bank
of Georgia's) authorized capital;
-- As a result of the merger, the equity share of the existing shareholders
of JSC Bank of Georgia will remain unchanged;
-- The merger will be considered completed upon registration with the
relevant registering authorities;
-- As a result of the merger the management structure of JSC Bank of
Georgia will remain unchanged;
-- Upon completion of the merger the employees of JSC Galt & Taggart Bank
will be employed by JSC Bank of Georgia;
-- JSC Bank of Georgia will be the legal successor of JSC Galt & Taggart
Bank.
The AGM will be held at Bank of at Sheraton Metechi Palace Hotel, Conference
Room Odishi, 20 Telavi Street, Tbilisi, 0103, Georgia.
The registration of shareholders will start on 30 May 2008 at 14:00.
The record date of the AGM is 30 April 2008.
The rights of the shareholders to participate in the meeting may be checked from
20 May 2008 with the share registrar of JSC Bank of Georgia - JSC Kavkasreestri,
at 74a Chavchavadze Avenue, Tbilisi, Georgia.
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:
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Standard & Poor's 'B+/B' Stable
Moody's 'B3/NP' (FC) & 'Ba1/NP' (LC) Stable
Fitch Ratings 'B/B' Stable
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For further information, please visit www.bog.ge/ir or contact:
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Nicholas Enukidze Irakli Gilauri Macca Ekizashvili
Chairman of the Chief Executive Officer Head of Investor Relations
Supervisory Board
+995 32 444 105 +995 32 444 102 +995 32 444 256
nenukidze@bog.ge igilauri@bog.ge ir@bog.ge
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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 management's current expectations and
are subject to uncertainty and changes in circumstances.
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Tbilisi, 9 May 2008
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