TIDMGHG
RNS Number : 8836Z
Georgia Healthcare Group PLC
22 May 2019
London, 22 May 2019
Georgia Healthcare Group PLC - Result of AGM
The Board of Directors of Georgia Healthcare Group PLC (the
"Company") announces the results of voting on the resolutions put
to shareholders at its Annual General Meeting (the "AGM") held on
Wednesday 22 May 2019. Details of the resolutions are set out in
full in the Notice of AGM dated 10 April 2019.
Voting at the AGM was completed by way of a poll. All
resolutions were passed by the required majority.
Resolutions 1 to 17 (inclusive) were passed as ordinary
resolutions and resolutions 18 to 20 (inclusive) were passed as
special resolutions.
As the Company has a controlling shareholder, Georgia Capital
PLC, as defined in the Financial Conduct Authority's Listing Rules,
each resolution to elect an independent Non-Executive Director
(resolutions 5, 7 and 9 to 13) has been approved by a majority of
the votes cast by:
-- the shareholders of the Company as a whole; and
-- the independent shareholders of the Company, that is, all the
shareholders entitled to vote on each resolution excluding the
controlling shareholder.
The results of the poll for each resolution were as follows:
RESOLUTION VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC* WITHHELD
VOTED
1 To receive and adopt
the Annual Report and
Accounts for the year
ended 31 December 2018. 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
2 To declare a final
dividend of GEL 0.053
per Ordinary Share. 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
3 To receive and approve
the Directors' Remuneration
Report for the year
ended 31 December 2018. 112,670,870 91.91 9,917,421 8.09 122,588,291 93.01 27,911
------------ ------- ----------- ----- ------------ ------- ----------
4 To receive and approve
the Directors' Remuneration
Policy. 111,045,689 90.70 11,379,602 9.30 122,425,291 92.88 190,911
------------ ------- ----------- ----- ------------ ------- ----------
5 To re-elect William
Huyett, as a Non-Executive
Director.** 122,187,602 99.65 428,600 0.35 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
6 To re-elect Nikoloz
Gamkrelidze, as an Executive
Director. 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
7 To re-elect David
Morrison, as a Non-Executive
Director.** 121,445,318 99.05 1,170,884 0.95 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
8 To re-elect Irakli
Gilauri, as a Non-Executive
Director. 122,107,702 99.59 508,500 0.41 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
9 To re-elect Ingeborg
Øie, as a Non-Executive
Director.** 121,510,595 99.10 1,105,607 0.90 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
10 To re-elect Tim Elsigood,
as a Non-Executive Director.** 118,802,745 96.89 3,813,457 3.11 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
11 To re-elect Mike
Anderson, as a Non-Executive
Director.** 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
12 To re-elect Jacques
Richier, as a Non-Executive
Director.** 122,453,202 99.87 163,000 0.13 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
13 To elect Fabian Blank
as a Non-Executive Director.** 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
14 To re-appoint Ernst
& Young LLP as Auditor
to the Company. 122,453,202 100.00 0 0.00 122,453,202 92.90 163,000
------------ ------- ----------- ----- ------------ ------- ----------
15 To authorise the
Audit Committee to set
the remuneration of
the Auditor. 122,616,202 100.00 0 0.00 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
16 To authorise political
donations and political
expenditure. 122,363,202 99.93 90,000 0.07 122,453,202 92.90 163,000
------------ ------- ----------- ----- ------------ ------- ----------
17 To authorise the
Board to allot shares. 122,393,318 99.82 222,884 0.18 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
18 To authorise the
disapplication of pre-emption
rights. 122,393,318 99.93 90,000 0.07 122,483,318 92.93 132,884
------------ ------- ----------- ----- ------------ ------- ----------
19 To authorise the
disapplication of pre-emption
rights for the purposes
of acquisitions or capital
investments. 122,393,318 99.93 90,000 0.07 122,483,318 92.93 132,884
------------ ------- ----------- ----- ------------ ------- ----------
20 To authorise the
Company to purchase
its own shares. 119,821,401 97.72 2,794,801 2.28 122,616,202 93.03 0
------------ ------- ----------- ----- ------------ ------- ----------
*Issued share capital
**Independent Director
Votes of independent shareholders on the resolutions concerning
the re-election of the independent Non-Executive Directors
RESOLUTION VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC* WITHHELD
VOTED
5 To re-elect William
Huyett, as a Non-Executive
Director.** 46,521,799 99.09 428,600 0.91 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
7 To re-elect David
Morrison, as a Non-Executive
Director.** 45,779,515 97.51 1,170,884 2.49 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
9 To re-elect Ingeborg
Oie, as a Non-Executive
Director.** 45,844,792 97.65 1,105,607 2.35 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
10 To re-elect Tim
Elsigood, as a Non-Executive
Director.** 43,136,942 91.88 3,813,457 8.12 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
11 To re-elect Mike
Anderson, as a Non-Executive
Director.** 46,950,399 100.00 0 0.00 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
12 To re-elect Jacques
Richier, as a Non-Executive
Director.** 46,787,399 99.65 163,000 0.35 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
13 To elect Fabian
Blank, as a Non-Executive
Director.** 46,950,399 100.00 0 0.00 46,950,399 83.82 0
----------- ------- ---------- ----- ----------- ------- ----------
*Issued share capital
**Independent Director
Notes:
1. As at the date of the AGM, the Company had 131,681,820
ordinary shares in issue. The Company did not hold any shares in
treasury and therefore the number of total voting rights as at the
date of the AGM was 131,681,820. 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 Listing Rule 9.6.2, copies of the resolutions
which constitute special business at the AGM (being resolutions 4
and 16 to 20) will be submitted to the National Storage Mechanism
and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm.
A copy of this announcement has been posted on the Company's
website www.ghg.com.ge
Name of authorised official of issuer responsible for making
notification:
Link Company Matters Limited
Company Secretary
About Georgia Healthcare Group PLC
Georgia Healthcare Group PLC is a UK incorporated holding
company of the largest healthcare services provider in the
fast-growing, predominantly privately-owned, Georgian healthcare
services market. GHG's leadership position is underpinned by
offering the most comprehensive range of inpatient and outpatient
services targeting the mass market segment through its vertically
integrated network of 37 hospitals and 16 district polyclinics. GHG
is the single largest market participant, accounting for 25% of
total hospital bed capacity in the country, as of 31 December 2018.
GHG is also the largest pharmaceuticals retailer and wholesaler in
Georgia, with approximately 30% market share by revenue. GHG is the
second largest provider of medical insurance in Georgia with a 27%
market share based on net insurance premiums earned and
approximately c.230,000 insurance customers as of now. GHG employed
a total of c.15,900 people as at 31 December 2018, including
c.3,600 physicians and 3,300 pharmacists.
For further information, please visit ghg.com.ge or contact:
Nikoloz Gamkrelidze Irakli Gogia Ketevan Kalandarishvili
CEO CFO Head of Investor Relations
+995 322 550505 (5077) +995 322 550505 (5088) +995 322 550505 (5079)
ngamkrelidze@ghg.com.ge irakligogia@ghg.com.ge ir@ghg.com.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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
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