TBC Bank Group PLC ("TBC
PLC")
Update on 2024 Annual General
Meeting Resolution Vote
TBC PLC held its 2024 annual general
meeting ("AGM") on 21 May
2024. At the AGM, all of the resolutions were passed with the
requisite majority. Resolution 3 on the approval of the 2023
directors' remuneration report (set out on pages 218 to 249 of the
annual report for the year ended 31 December 2023) passed with a
majority of 75.1% which was below 80%. In accordance with the
requirements of Provision 4 of the UK Corporate Governance Code
that requires companies to provide an update to the market within
six months of an AGM where more than 20% of shareholders have voted
against a resolution, TBC PLC wishes to provide an update on the
actions taken and feedback received.
TBC PLC's Remuneration Committee
Chair held discussions with major shareholders that voted against
this resolution to understand their concerns. This is in addition
to the detailed consultation that took place over the last 12
months in relation to the new Remuneration Policy, which received
strong support at the AGM, together with the related resolutions
for the new Combined Incentive Plan and the 2:1 Variable Pay
cap.
The Board is thankful to the
shareholders for sharing their views and understands that the
negative votes were principally related to some concerns about the
structure of the Combined Incentive Plan, the disclosure of the
incentive targets and the level of the increase to the overall
pay. The Committee has considered the
feedback received and will reflect on these when considering the
implementation of the policy for next year. Full details of this
engagement and the decisions will be described in the 2024
Directors' Remuneration Report.
The Directors would like to thank
those who have participated in engagement. All feedback received
has been invaluable to the Remuneration Committee, who are
committed to having a constructive ongoing relationship with our
shareholders and proxy advisors.
For
further enquiries, please contact:
Director of Investor Relations
Andrew Keeley
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC
PLC")
TBC Bank Group's mission is to make
people's lives easier by providing digitally-led financial services
to retail and corporate customers. TBC Bank Group PLC ("TBC PLC")
is a public limited company registered in England and Wales and is
the parent company of TBC Bank Georgia and TBC
Uzbekistan.
TBC Bank Georgia, together with its
subsidiaries, is the leading financial services group in Georgia,
with a total market share of 38.7% of customer loans and 38.4% of
customer deposits as of 30 September 2024, according to data
published by the National Bank of Georgia.
TBC Uzbekistan is the leading
digital banking ecosystem in Central Asia with 17 mln unique
registered users that includes TBC Bank Uzbekistan, the country's
largest mobile-only bank, payme, a leading digital payments app for
individuals and small businesses, and payme nasiya, an instalment
credit business.
TBC PLC is listed on the London
Stock Exchange under the symbol TBCG and is a constituent of the
FTSE 250 Index. It is also a member of the FTSE4Good Index Series
and the MSCI United Kingdom Small Cap Index.