Update on 2021 Annual General Meeting Resolution Vote

In accordance with the requirements of Provision 4 of the UK Corporate Governance Code, the Company provides this update following the significant votes against the below resolutions at the Company's Annual General Meeting held on 14 June 2021 (the "AGM"):

·      Resolution 2 - Directors' remuneration report;

·      Resolution 15 - Allotment of securities up to a specified amount;

·      Resolution 16 - Disapplication of pre-emption rights (general authority); and

·      Resolution 17 - Disapplication of pre-emption rights (specific authority).

All resolutions at the AGM were passed with the exception of Resolution 17. Following the AGM, the Company consulted and engaged with a number of shareholders who voted against the resolutions to better understand their concerns.

Resolution 2 - Directors' remuneration report

A supporting vote of 76.1% was received for Resolution 2 at the AGM, below the 80% minimum satisfactory vote. The Company's Remuneration Committee Chair, together with the Chairman and Senior Independent Director held discussions with a number of shareholders that voted against this resolution to understand their concerns.

The Directors are thankful to the shareholders for sharing their views and understand that the negative vote was principally related to a specific, one-off discretion exercised by the Committee.   The dialogue with the shareholders has highlighted that there remains strong support for the Company's remuneration policy which was approved by 96.17% of shareholders.

The Company's Remuneration Committee has discussed the feedback received in detail with the Board and will maintain dialogue with shareholders on matters related to executive remuneration.

Resolution 15 - Allotment of securities up to a specified amount

A vote of 24.71% was received against Resolution 15 at the AGM. The Chairman and Senior Independent Director have held conversations with shareholders that did not support this resolution and is aware that the governance policies maintained by certain shareholders from outside of the United Kingdom are not able to support a general allotment authority or can only support a reduced general authority.

Whilst the Board understands that some investors are unable to support the current allotment authority, the Company notes that this authority continues to be supported by the majority of our shareholders and is in line with the Investment Association's Share Capital Management Guidelines which represent best practice for UK listed companies.

The Company will continue to engage with shareholders for whom this authority continues to present concerns and will keep the level of the authority sought under review.

Resolution 16 & 17 - Disapplication of pre-emption rights

A vote of 24.35% was received against Resolution 16 and a vote of 25.45% was received against Resolution 17 at the AGM.  As a special resolution requiring a 75% majority, Resolution 17 did not receive sufficient support to be passed.

In a similar manner to Resolution 15, through its dialogue with shareholders the Board is aware that the governance policies of certain investors restrict shareholders' ability to support these resolutions although that the Company's authorities are consistent with prevailing UK market practice and both the Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles.

The Company will continue to engage with shareholders for whom these authorities continue to present concerns and will keep the level of the authority sought under review. 

For further enquiries, please contact:

Director of International Media and Investor Relations

Zoltan Szalai

Or

Head of Investor Relations

Anna Romelashvili

[email protected]

About TBC Bank Group PLC ("TBC PLC")

TBC Bank Group PLC ("TBC PLC") is a public limited company registered in England and Wales. TBC PLC is the parent company of JSC TBC Bank ("TBC Bank") and a group of companies that principally operate in Georgia in the financial sector and other closely related fields. TBC PLC also recently expanded its operations in Uzbekistan. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of FTSE 250 Index. It is also a member of the FTSE4Good Index Series and the MSCI United Kingdom Small Cap Index.

TBC Bank, together with its subsidiaries, is a leading universal banking group in Georgia, with a total market share of 38.4% of customer loans and 40.1% of customer deposits as of 30 September 2021, according to data published by the National Bank of Georgia.