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

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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.