Result of AGM

TBC Bank Group PLC

19 May 2026

 

TBC Bank Group PLC

(the "Company")

Result of AGM

The Annual General Meeting of the Company was held at 10:00 am on 19 May 2026 at the offices of Baker McKenzie, 280 Bishopsgate, London EC2M 4AG, United Kingdom. All resolutions presented at the AGM were put to the meeting on a poll and all were passed with the requisite majority. The full results are detailed below.

N	Resolution	Votes for	% of votes cast	Votes against	% of votes cast	Total votes	% of issued share capital voted	Votes withheld
1	To receive the annual report and accounts	41,720,854	100.00%	355	0.00%	41,721,209	74.87	15,618
2	To approve the directors' remuneration report	36,088,555	89.78%	4,108,604	10.22%	40,197,159	72.13	1,539,668
3	To reappoint Arne Berggren as a director	41,714,861	99.95%	20,670	0.05%	41,735,531	74.89	1,296
4	To reappoint Vakhtang Butskhrikidze as a director	41,732,779	100.00%	527	0.00%	41,733,306	74.89	3,521
5	To reappoint Tsira Kemularia as a director	41,732,909	100.00%	387	0.00%	41,733,296	74.89	3,531
6	To reappoint Per Anders Fasth as a director	33,328,837	79.86%	8,404,458	20.14%	41,733,295	74.89	3,532
7	To reappoint Thymios P. Kyriakopoulos as a director	33,328,838	79.86%	8,404,458	20.14%	41,733,296	74.89	3,531
8	To reappoint Eran Klein as a director	41,687,292	99.89%	46,004	0.11%	41,733,296	74.89	3,531
9	To reappoint Venera Suknidze as a director	41,732,622	100.00%	673	0.00%	41,733,295	74.89	3,532
10	To reappoint Rajeev Sawhney as a director	41,732,768	100.00%	527	0.00%	41,733,295	74.89	3,532
11	To reappoint Janet Heckman as a director	41,191,558	98.70%	543,973	1.30%	41,735,531	74.89	1,296
12	To appoint Monica Kalia as a director	41,735,068	100.00%	426	0.00%	41,735,494	74.89	1,333
13	To declare a final dividend	41,735,693	100.00%	347	0.00%	41,736,040	74.89	787
14	To appoint Ernst & Young LLP as the Company's auditor	41,287,210	98.92%	448,732	1.08%	41,735,942	74.89	885
15	To authorise the audit committee to determine the auditor's remuneration	41,734,245	100.00%	1,597	0.00%	41,735,842	74.89	985
16	To give authority to allot securities up to a specified amount	38,782,063	92.92%	2,953,742	7.08%	41,735,805	74.89	1,022
17	To disapply statutory pre-emption rights	37,356,789	89.51%	4,379,147	10.49%	41,735,936	74.89	891
18	To further disapply statutory pre-emption rights	36,948,579	88.53%	4,787,226	11.47%	41,735,805	74.89	1,022
19	To give authority to make market purchases of the Company's shares	41,728,819	100.00%	867	0.00%	41,729,686	74.88	7,141
20	To permit General Meetings on not less than 14 clear days' notice	39,466,316	94.56%	2,269,626	5.44%	41,735,942	74.89	885

Resolution 06 and Resolution 07 - Director reappointments of Per Anders Fasth and Thymios P. Kyriakopoulos

The Board notes that Resolution 06 and Resolution 07, concerning the reappointment of Per Anders Fasth and Thymios P. Kyriakopoulos respectively as a Director of the Company, each received 20.14% of votes against.

Whilst the resolutions were passed, the Board takes the level of shareholder opposition seriously and is committed to understanding the specific concerns of those shareholders who voted against in respect of, Resolution 06 and Resolution 07. We will engage with those shareholders during the coming months to understand their concerns. We will provide an update after six months and a final summary in the next Annual Report & Accounts.

NOTES

1. Votes "For" and "Against" are expressed as a percentage of votes cast.

2. Votes "For" include discretionary votes.

3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

4. The total number of shares in issue is 55,726,793 ordinary shares of £0.01. Ordinary shareholders are entitled to one vote per share held.

5. To view the full wording of the resolutions, please refer to the 2026 Notice of Annual General Meeting on the Company's website, www.tbcbankgroup.com.

6. In accordance with the UK Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at the National Storage Mechanism located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further enquiries, please contact:
Director of Investor Relations
Andrew Keeley

Or

Head of Investor Relations
Anna Romelashvili
[e-mail]

About TBC Bank Group PLC ("TBC Group")

TBC Group is a London-listed financial services group (LSE: TBCG) serving 7.2 million digital monthly active users across Georgia and Uzbekistan through two complementary business models focused on simplicity, accessibility and customer experience. TBC Georgia is the country's leading financial services provider - a digitally-led franchise across retail, MSME and CIB with a nationwide footprint and a long track record of profitable growth and strong shareholder returns. TBC Uzbekistan is building Central Asia's leading digital financial ecosystem, serving consumers and businesses through a fully digital model.

Founded in Georgia in 1992 and operating in Uzbekistan since 2020, TBC Group has evolved from a national leader into a regional financial services group.

TBC PLC is a public limited company registered in England and Wales. It is a constituent of the FTSE 250 Index and is also included in the FTSE4Good Index Series and the MSCI United Kingdom Small Cap Index.

 

END