Last checked at 12 Mar 2012 14:24
To the attention of Bank of Georgia shareholders
Bank of Georgia Holdings plc, a public limited company incorporated in England and Wales (registration number 7811410) ("BGH" or the "Majority Shareholder") and JSC Bank of Georgia (the "Bank"), a company incorporated under the laws of Georgia, announce that the Majority Shareholder adopted the resolutions listed below on 9 March 2012. Pursuant to Article 54.1' of the Law of Entrepreneurs of Georgia and Article 7.1.2 of the Charter of the Bank, the decision by a shareholder who holds more than 75% of the voting shares of the Bank is equivalent to minutes of the general meeting of shareholders and is considered to be a resolution of the general meeting of shareholders. As a result of the successful completion of the tender offer by BGH to acquire the shares of the Bank last month (the "Tender Offer"), BGH owns 98.35 per cent. of the Bank's issued and outstanding share capital and is able to pass resolutions pursuant to the aforementioned Articles. The revised compensation structure was agreed in connection with the launch of the Tender Offer.
Resolutions duly passed by the Majority Shareholder:
1. The approval of the change of the Bank's registered office address to 29a Gagarini Street, Tbilisi 0160 Georgia, which is the actual address of the Bank's Headquarters. Approval of an amendment to Article 1.4 of the Bank's Charter to reflect the change of the Bank's registered office address to 29a Gagarini Street, Tbilisi 0160 Georgia.
2. Approval of a revised compensation structure for the Bank Supervisory Board and committee membership, effective as of 1 March 2012, as set forth directly below:
Board and Committee Membership | Annual Gross Compensation |
Chairman of the Supervisory Board* | US$107,500 |
Deputy Chairman of the Supervisory Board | US$40,000 |
Independent members of the Supervisory Board | US$30,000 |
Non-independent members of the Supervisory Board* | Nil |
Chairman of the Audit Committee | US$15,000 |
Member of the Audit Committee | US$11,000 |
Chairman of other committees | US$11,000 |
Member of other committees | US$7,500 |
\* The Chairman and non-independent members of the Supervisory Board are not compensated for committee membership | |
Compensation is payable quarterly, within 20 days following the end of each quarter. Any compensation due to a member of the Supervisory Board for the period prior to 1 March 2012 will be paid in cash proportionally to the respective period.
Document Availability
A copy of the amended Bank Charter has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
Standard & Poor’s | ‘BB-/B’ | |
FitchRatings | ‘BB-/B’ | |
Moody’s | ‘B1/NP’ (FC) & ‘Ba3/NP’ (LC) |
Irakli Gilauri | Macca Ekizashvili |
Chief Executive Officer | Head of Investor Relations |
+995 322 444 109 | +995 322 444 256 |
igilauri@bog.ge | ir@bog.ge |
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