ISE - The Irish Stock Exchange plc

08/13/2019 | Press release | Distributed by Public on 08/13/2019 10:24

Notice of Parent Company and Issuer Board Changes

13 August 2019

NOTICE OF PARENT COMPANY AND ISSUER BOARD CHANGES

Following the decision of the former Chairman and Deputy Chairman to step down from the board of directors (the 'Board') of TBC Bank Group PLC ('TBC PLC') and the subsequent appointment of Nikoloz Enukidze as the new Chairman, the Board has reviewed the governance structure of TBC's group of companies (the 'Group'), taking into consideration the feedback from certain shareholders, the IFI partners and other stakeholders. Taking into account all such feedback, as well as its experience of the benefits in having the same individuals in non-executive roles for both TBC PLC and JSC TBC Bank (the 'Issuer'), it has today introduced the 'Mirror Boards' governance structure whereby:

1. All non-executive members of the Board and the supervisory board of the Issuer (the 'Supervisory Board') will be the same;

2. Chairman of TBC PLC will also serve as the chairman of the Issuer; and

3. Senior Independent Director ('SID') of TBC PLC will also serve as the SID of the Issuer.

As a result of introduction of the 'Mirror Boards' governance structure, the following changes will also be introduced:

1. Nikoloz Enukidze, the current chairman of the Board of TBC PLC has been elected as the chairman of the Supervisory Board of the Issuer;

2. Nicholas Domenic Haag, the current SID of TBC PLC sitting on the Board has been elected as the SID of the Issuer and will be sitting on the Supervisory Board of the Issuer;

3. Arne Berggren has joined the Board of TBC PLC as an independent Non-Executive Director with immediate effect; and

4. At the same time, the Board of TBC PLC has accepted resignation of Jyrki Koskelo from his roles as the chairman and member of the Supervisory Board of the Issuer with an immediate effect.

The Board believes that these changes will maximise efficiencies in the management and supervision of the Group's business and will add stability to the Group's governance. It is noted that the Board's structure will be consistent with the requirements of the UK Corporate Governance Code, including with respect to the independence of its chairman and there being a majority of independent non-executive members of the Board.

Following these changes to composition of the Board, the current Non-Executive Directors of TBC PLC are:

Nikoloz Enukidze - Chairman of TBC PLC and the Issuer (Joined TBC PLC in 2016)

Following premium listing of TBC PLC in 2016, Nikoloz was appointed as Senior Independent Director of the Board. Previous to that, Nikoloz worked as the independent member of the Supervisory Board of the Issuer. In 2006 - 2010 Nikoloz Enukidze served as the Chairman (and prior to that as Vice-Chairman) of the Supervisory Board of Bank of Georgia and was one of the key people leading the bank in its successful IPO on the London Stock Exchange, the first ever IPO in London from the Caucasus region. Mr Enukidze serves as a chairman of JSC Caucasus Minerals, a Georgian mineral resources exploration company. He also serves as member of the board of Nikoil Bank in Azerbaijan. Prior to his roles at Bank of Georgia, Nikoloz worked at ABN AMRO Corporate Finance in Moscow and London, Concorde Capital in Kyiv and Global One Communications in Reston, Virginia.

Nicholas Dominic Haag - Senior Independent Board Member of TBC PLC and the Issuer (Joined TBC PLC in 2016)

Nicholas Dominic Haag has extensive experience working in the financial services industry, with a significant emphasis on equity capital markets and technology. Currently, he serves as an independent non-executive director of Bayport Management Limited (the pan-African and Latin American consumer lender) and, since 2016, as a director of AS Citadele Banka in Riga. His experience includes positions as Global Head of technology banking and Head of London Equity Markets at ABN AMRO and Royal Bank of Scotland as well as careers at Barclays Bank, Nomura International, Bank Paribas and ING Barings. Nicholas holds M.A. from the University of Oxford. He has served as an independent non-executive director on the TBC PLC Board since May 2016.

Maria Luisa Cicognani - Independent Board Member of TBC PLC and the Issuer (Joined TBC PLC in 2018)

Maria Luisa Cicognani is the Chairperson of Marc Mobius Investment Trust, an investment trust managed by Mobius Capital Partners and listed on the London Stock Exchange, and was until recently Chairwoman of Moneta Money Bank listed in Prague. She has been non-executive director of Arafa Holding listed in Cairo (Egypt) and is now a board observer at Baird Group (UK), a subsidiary of Arafa Holding. Ms Cicognani has held leadership roles at a range of financial institutions including Merrill Lynch, Renaissance Capital, Azimut, Mediobanca and the European Bank for Reconstruction and Development.

Tsira Kemularia - Independent Board Member of TBC PLC and the Issuer (Joined TBC PLC in 2018)

Tsira Kemularia is currently responsible for managing Shell's Trading & Supplies Internal Audit globally, prior roles included Head of Group Pensions Strategy and Standards, Group Treasury at Shell International Ltd., Finance Manager & Country Controller of Shell Western Supply & Trading in the Caribbean, Commercial Finance Manager of Shell Exploration & Production Russia/CIS, M&A Manager for Shell International Ltd. She currently serves as Company nominated Trustee Director of British Gas Pension Scheme. Ms. Kemularia's 20-year career has been across US, UK, Russia and the Caribbean in different senior finance roles in commodity trading and treasury organisations. She is a member of the Institute of Directors in London, UK, and is currently pursuing a chartered director programme.

Arne Berggren - Independent Board Member of TBC Bank Group PLC and JSC TBC Bank (Joined TBC Bank Group PLC in 2019)

Arne Berggren currently serves as a member of the board of Bank of Cyprus and Piraeus Bank. Prior to his current roles, Mr Berggren served as a board member of Turkish asset management company, LBT Varlik Yonetim and Slovenian bank asset management company, DUBT Ltd. He also has held a number of senior leadership and advisory roles at prominent financial intuitions including the IMF, World Bank, Swedbank, Carnegie Investment Bank AB and the Swedish Ministry of Finance and Bank Support Authority.

Nikoloz Enukidze, the Chairman of TBC PLC, commented:

'This represents an important enhancement in the TBC's governance arrangements, taking into consideration our past experience, the effectiveness of the board, international best practice and feedback from our shareholders, IFI partners and other stakeholders. Governance improvement is an important ongoing process and we are committed to maintaining a strong board to drive the bank smoothly through to the next level of success.'

Vakhtang Butskhrikidze, the CEO of the Issuer, commented:

'I welcome these changes to the board of TBC Bank Group PLC and the supervisory board of JSC TBC Bank in order to implement 'Mirror Board' governance structure. It will greatly contribute to ensuring efficient governance and stability necessary to continue successful implementation of our strategy.'

Jyrki Koskelo, Ex-Chairman of the Issuer commented:

'I welcome implementation of 'Mirror Board' governance structure for TBC Bank Group PLC and JSC TBC Bank in accordance with the feedback we have received from our key stakeholders. From personal perspective, I saw my role as helping to stabilise the bank during a volatile time in the period between May and August of this year. With the recent changes, I am confident that both the board of TBC Bank Group PLC and the supervisory board of JCS TBC Bank will continue to work together very smoothly and effectively in order to focus on creating value for the shareholders.'

For further enquiries, please contact:

Head of Investor Relations

Anna Romelashvili

[email protected]

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.