Notice of AGM
Bank of Georgia
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Bank of Georgia June 2007 AGM Agenda and Recommendations Tbilisi, 1 June, 2007
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Tbilisi, 1 June, 2007
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(1)
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 33% market share by total assets (all data according to the NBG as
of March 31 2007). The major component of the Galt & Taggart Index, the bank has
103 branches and over 450,000 retail and more than 50,000 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, BCI, as well as asset & wealth management services.
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) & 'Baa3/P-3' Stable
(LC)
FitchRatings 'B/B' Stable
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For further information, please visit www.bog.ge/ir or contact:
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Lado Gurgenidze Irakli Gilauri Macca Ekizashvili
Chairman of the Supervisory Board Chief Executive Officer Head of Investor Relations
+995 32 444 103 +995 32 444 109 +995 32 444 256
lgurgenidze@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 managements current expectations and
are subject to uncertainty and changes in circumstances.
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 22 June 2007, at 18:00. The
agenda of the meeting is as follows:
1. On approval of the Bank's audited results for 2006;
2. On management's report on the performance of the Bank in 2006, as well as
presentation of the future plans and strategy of the Bank;
3. On increase of the authorized capital of the Bank and cancellation of the
pre-emptive rights to the newly issued shares;
4. On compensation of the supervisory board members;
5. On changes in the charter of the Bank; and
6. Any other business.
With respect to the items included in the agenda of the AGM to be held on 22
June 2007, 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 2006 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 2006.
2. Acknowledge and support future plans and strategy of the Bank (including,
without limitation, the expansion of the Bank's business in Ukraine, Azerbaijan
and other CIS countries).
With respect to the third item of the agenda:
1. Approve an increase of the Bank's authorized capital by 7.5 million shares,
of which:
-- 1,157,407 shares shall be issued to enable the conversion of the USD
25,000,000 subordinated convertible loan provided by Semper Augustus B.V
(a fund advised by HBK Investments) in September 2006;
-- 650,000 shares shall be issued for the purposes of Bank executive equity
compensation plan ('EECP');
-- The balance shall be reserved for the Bank's general funding purposes
and acquisitions.
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. Approve the increase of the compensation for the independent supervisory
board member (Mr. Allan Hirst) according to the recommendation of the
Supervisory Board.
With respect to the fifth 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 June 12, 2007. Such proposals or comments, if any, shall be discussed at
the AGM.
The AGM will be held at Bank of Georgia Head Office, 3 Pushkin Street, Tbilisi,
Georgia.
The registration of shareholders will start on 22 June 2007 at 17:00.
The record date of the AGM is May 21 2007.
The rights of the shareholders to participate in the meeting may be checked from
12 June 2007 with the share registrar of JSC Bank of Georgia - JSC
Kavkasreestri, at 74a Chavchavadze Avenue, Tbilisi, Georgia.
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