Result of AGM

Georgia Capital PLC

09 June 2026

 

London, 9 June 2026

Georgia Capital PLC - Result of AGM and Buyback Programme Confirmation

The Board of Directors of Georgia Capital PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held today, 9 June 2026. Details of the resolutions are set out in full in the Notice of AGM dated 11 May 2026.

Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.

Resolutions 1 to 13 (inclusive) were passed as ordinary resolutions and resolutions 14 to 18 (inclusive) were passed as special resolutions. The results of the poll for each resolution were as follows:

RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC* VOTED	VOTES WITHHELD
1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2025	20,108,398	99.99%	1,515	0.01%	20,109,913	59.01%	22,416
2 To approve the Directors' Remuneration Report for the year ended 31 December 2025	19,706,806	97.90%	421,812	2.10%	20,128,618	59.07%	3,711
3 To approve the Directors' Remuneration Policy	17,819,823	88.53%	2,308,795	11.47%	20,128,618	59.07%	3,711
4 To approve the Georgia Capital PLC Long Term Incentive Plan	19,875,686	98.74%	253,013	1.26%	20,128,699	59.07%	3,630
5 To re-appoint Irakli Gilauri, as an Executive Director	19,343,320	96.10%	785,444	3.90%	20,128,764	59.07%	3,565
6 To re-appoint Maria Chatti-Gautier, as a Non-Executive Director**	20,123,154	99.97%	5,560	0.03%	20,128,714	59.07%	3,615
7 To re-appoint Massimo Gesua' sive Salvadori, as a Non-Executive Director **	19,315,956	95.96%	812,758	4.04%	20,128,714	59.07%	3,615
8 To re-appoint David Morrison, as a Non-Executive Director **	19,896,679	98.85%	232,035	1.15%	20,128,714	59.07%	3,615
9 To re-appoint Neil Janin, as a Non-Executive Director **	18,815,966	93.48%	1,312,748	6.52%	20,128,714	59.07%	3,615
10 To re-appoint PricewaterhouseCoopers LLP as Auditor to the Company	20,120,264	99.96%	8,500	0.04%	20,128,764	59.07%	3,565
11 To authorise the Audit and Valuation Committee to set the remuneration of the Auditor	20,122,991	99.97%	5,766	0.03%	20,128,757	59.07%	3,572
12 To authorise political donations and expenditure	18,081,993	99.84%	28,937	0.16%	18,110,930	53.15%	2,021,399
13 To authorise the Directors to allot shares	18,044,695	89.63%	2,086,799	10.37%	20,131,494	59.08%	835
14 To authorise the disapplication of pre-emption rights	19,994,974	99.32%	136,250	0.68%	20,131,224	59.08%	1,105
15 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments	20,001,533	99.36%	129,691	0.64%	20,131,224	59.08%	1,105
16 To authorise the Company to purchase its own shares	20,009,755	99.41%	119,633	0.59%	20,129,388	59.07%	2,941
17 To authorise the Company to make off-market purchases of its own shares	16,366,162	81.30%	3,763,496	18.70%	20,129,658	59.07%	2,671
18 To authorise the Company to call General Meetings, other than AGMs, on 14 days' notice	18,390,665	91.35%	1,740,829	8.65%	20,131,494	59.08%	835

*Issued share capital with voting rights

**Independent Director

Notes:

1.         As at the date of the AGM, the Company had 34,120,950 ordinary shares in issue. The Company held 45,000 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 34,075,950. In accordance with the Company's Articles of Association and subject to the Listing Rules, on a poll every member who is present in person or by proxy has one vote for every share held.

2.         The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.

3.         Note that a "vote withheld" is not a vote in law and such votes have not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total above.

In accordance with UK Listing Rule 22.2.6, copies of the resolutions which passed as special business at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of this announcement has been posted on the Company's website www.georgiacapital.ge. 

Following the announcement of 24 February 2026, Georgia Capital PLC notes that shareholders approved a general authority to repurchase shares and consequently, the Company confirms that share buybacks will be carried out pursuant to the authorisation granted at the 2026 AGM until the end of the programme on 23 November 2026. The shares will be purchased in the open market and the cancellation of the treasury shares will be executed on a monthly basis. The purpose of the buyback is to reduce the share capital. Under the buyback programme, the maximum price paid per share will not exceed the latest reported NAV per share amount.

In accordance with the authority granted by the shareholders at the 2026 annual general meeting ("AGM"), the maximum number of shares that may be repurchased is 5,142,169. The programme is conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2026 AGM and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law).

The Company has appointed Numis Securities Limited ("Deutsche Numis") to manage a non‐discretionary share buyback programme until the end of the programme. During closed periods the Company and its directors have no power to invoke any changes to the programme and it is being executed at the sole discretion of Deutsche Numis.

The Company will make further announcements in due course following the completion of any share repurchases.

Name of authorised official of issuer responsible for making notification: Michael Oliver, Company Secretary

About Georgia Capital PLC

Georgia Capital (LEI: 213800Q65T5GNBOW7H65) is a platform for buying, building and developing businesses in Georgia with holdings in sectors that are expected to benefit from the continued growth and further diversification of the Georgian economy. The Company's focus is typically on larger-scale investment opportunities in Georgia, which have the potential to reach at least GEL 300 million equity value over 3-5 years from the initial investment and to monetise them through exits, as investments mature. Georgia Capital currently has the following portfolio businesses: (i) a retail (pharmacy) business, (ii) a healthcare services business, and (iii) an insurance business (P&C and medical insurance). Georgia Capital also holds other small private businesses across different industries in Georgia and a 16.6% equity stake (as at 31-Mar-26) in LSE listed Lion Finance Group PLC ("Lion Finance Group" or "LFG"), formerly known as "Bank of Georgia Group PLC", the holding company of leading universal banks in Georgia and Armenia.

JSC Georgia Capital has, as of the date hereof, the following credit rating:
S&P Global	'BB-'/FC & 'BB-'/LC

 For further information, please visit www.georgiacapital.ge or contact:

Irakli Gilauri	Giorgi Alpaidze	Michael Oliver	Anano Akhobadze
Chairman and Chief Executive	Chief Financial Officer	Adviser to the Chairman & CEO	Head of Investor Relations and Funding
[e-mail]	[phone]	[phone]	[phone]
	[e-mail]	[e-mail]	[e-mail]

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.

 

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