Bank of Georgia Group PLC (the “Company”) may by ordinary resolution declare dividends provided that no such dividend shall exceed the amount recommended by its Directors. The Directors may also pay interim dividends as appear justified by the profits of the Company available for distribution.

As Bank of Georgia Group PLC is a holding company, it relies primarily on dividends and other statutorily (if any) and contractually permissible payments from its subsidiaries to generate the funds necessary to meet its obligations and pay dividends to its shareholders.

As announced on 8 March 2018, the Board of BGEO Group PLC recommended an annual dividend for 2017 totalling c.GEL120 million (which would represent a payment of GEL 3.1 per share), which was subject to shareholder approval and conditional on the Scheme of Arrangement in respect of the demerger not being implemented. On 30 April 2018 as announced, the shareholders approved this dividend conditional on the Scheme of Arrangement not being implemented. On 18 May 2018 the Scheme of Arrangement was implemented and hence the dividend is not payable by BGEO Group PLC.

Consequently as further announced on 8 March 2018, subject to the completion of the Scheme (now completed), it is intended that the Bank of Georgia Group Board will instead recommend the payment of a dividend, in a similar aggregate amount to the proposed BGEO Group PLC dividend, subject to availability of sufficient distributable reserves, general market conditions and trading performance.

The most secure method of paying dividends is by direct credit into a nominated bank account. Ordinary shareholders who have not already done so should provide appropriate bank account details to the company's Registrar: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Those shareholders who do not take advantage of the direct credit facility will be paid their respective dividend by cheque in British Pounds Sterling.