Result of AGM
Georgia Capital PLC announced that all resolutions were passed at its Annual General Meeting, including the adoption of the Annual Report and Accounts with 99.99% of votes in favour, and the approval of the Directors' Remuneration Report with 97.90% in favour. The company also confirmed its intention to proceed with a share buyback programme until 23 November 2026, authorising the repurchase of up to 5,142,169 shares in the open market, with purchases not exceeding the latest reported NAV per share. Deutsche Numis has been appointed to manage this non-discretionary programme.
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The Board of Directors of Georgia Capital PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held today, 9 June 2026. Details of the resolutions are set out in full in the Notice of AGM dated 11 May 2026.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 13 (inclusive) were passed as ordinary resolutions and resolutions 14 to 18 (inclusive) were passed as special resolutions. The results of the poll for each resolution were as follows:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC* VOTED | VOTES WITHHELD |
|---|---|---|---|---|---|---|---|
| 1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2025 | 20,108,398 | 99.99% | 1,515 | 0.01% | 20,109,913 | 59.01% | 22,416 |
| 2 To approve the Directors' Remuneration Report for the year ended 31 December 2025 | 19,706,806 | 97.90% | 421,812 | 2.10% | 20,128,618 | 59.07% | 3,711 |
| 3 To approve the Directors' Remuneration Policy | 17,819,823 | 88.53% | 2,308,795 | 11.47% | 20,128,618 | 59.07% | 3,711 |
| 4 To approve the Georgia Capital PLC Long Term Incentive Plan | 19,875,686 | 98.74% | 253,013 | 1.26% | 20,128,699 | 59.07% | 3,630 |
| 5 To re-appoint Irakli Gilauri, as an Executive Director | 19,343,320 | 96.10% | 785,444 | 3.90% | 20,128,764 | 59.07% | 3,565 |
| 6 To re-appoint Maria Chatti-Gautier, as a Non-Executive Director** | 20,123,154 | 99.97% | 5,560 | 0.03% | 20,128,714 | 59.07% | 3,615 |
| 7 To re-appoint Massimo Gesua' sive Salvadori , as a Non-Executive Director ** | 19,315,956 | 95.96% | 812,758 | 4.04% | 20,128,714 | 59.07% | 3,615 |
| 8 To re-appoint David Morrison, as a Non-Executive Director ** | 19,896,679 | 98.85% | 232,035 | 1.15% | 20,128,714 | 59.07% | 3,615 |
| 9 To re-appoint Neil Janin, as a Non-Executive Director ** | 18,815,966 | 93.48% | 1,312,748 | 6.52% | 20,128,714 | 59.07% | 3,615 |
| 10 To re- appoint PricewaterhouseCoopers LLP as Auditor to the Company | 20,120,264 | 99.96% | 8,500 | 0.04% | 20,128,764 | 59.07% | 3,565 |
| 11 To a uthorise the Audit and Valuation Committee to set the remuneration of the Auditor | 20,122,991 | 99.97% | 5,766 | 0.03% | 20,128,757 | 59.07% | 3,572 |
| 12 To authorise political donations and expenditure | 18,081,993 | 99.84% | 28,937 | 0.16% | 18,110,930 | 53.15% | 2,021,399 |
| 13 To authorise the Directors to allot shares | 18,044,695 | 89.63% | 2,086,799 | 10.37% | 20,131,494 | 59.08% | 835 |
| 14 To authorise the disapplication of pre-emption rights | 19,994,974 | 99.32% | 136,250 | 0.68% | 20,131,224 | 59.08% | 1,105 |
| 15 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments | 20,001,533 | 99.36% | 129,691 | 0.64% | 20,131,224 | 59.08% | 1,105 |
| 16 To authorise the Company to purchase its own shares | 20,009,755 | 99.41% | 119,633 | 0.59% | 20,129,388 | 59.07% | 2,941 |
| 17 To authorise the Company to make off-market purchases of its own shares | 16,366,162 | 81.30% | 3,763,496 | 18.70% | 20,129,658 | 59.07% | 2,671 |
| 18 To authorise the Company to call General Meetings, other than AGMs, on 14 days' notice | 18,390,665 | 91.35% | 1,740,829 | 8.65% | 20,131,494 | 59.08% | 835 |
*Issued share capital with voting rights
**Independent Director
Notes:
- As at the date of the AGM, the Company had 34,120,950 ordinary shares in issue. The Company held 45,000 shares in treasury and therefore the number of total voting rights as at the date of the AGM was 34,075,950. 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.
- 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 UK Listing Rule 22.2.6, copies of the resolutions which passed as special business at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement has been posted on the Company's website www.georgiacapital.ge.
Following the announcement of 24 February 2026, Georgia Capital PLC notes that shareholders approved a general authority to repurchase shares and consequently, the Company confirms that share buybacks will be carried out pursuant to the authorisation granted at the 2026 AGM until the end of the programme on 23 November 2026. The shares will be purchased in the open market and the cancellation of the treasury shares will be executed on a monthly basis. The purpose of the buyback is to reduce the share capital. Under the buyback programme, the maximum price paid per share will not exceed the latest reported NAV per share amount.
In accordance with the authority granted by the shareholders at the 2026 annual general meeting ("AGM"), the maximum number of shares that may be repurchased is 5,142,169. The programme is conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2026 AGM and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law).
The Company has appointed Numis Securities Limited ("Deutsche Numis") to manage a non‐discretionary share buyback programme until the end of the programme. During closed periods the Company and its directors have no power to invoke any changes to the programme and it is being executed at the sole discretion of Deutsche Numis.
Name of authorised official of issuer responsible for making notification: Michael Oliver, Company Secretary
| S&P Global | 'BB-'/FC & 'BB-'/LC | ||
| Chairman and Chief Executive | Chief Financial Officer | Adviser to the Chairman & CEO | Head of Investor Relations and Funding |
| ir@gcap.ge | +995 322 005 000 | +44 203 178 4034 | +995 322 005 045 |
| ir@gcap.ge | ir@gcap.ge | ir@gcap.ge |
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