Directors’ Remuneration Report continued Single total figure of remuneration for the sole Executive Director (audited) The table below sets out the remuneration earned by the Company’s sole Executive Director during 2018, Kaha Kiknavelidze, in respect of his employment with the Company for the year ended 31 December 2018. For 2018, 90% of Mr Kiknavelidze’s compensation as set out in the table below is in the form of deferred shares that vest in tranches, with vesting periods of up to four years. Mr Kiknavelidze’s compensation includes remuneration both pre and post the Demerger of BGEO Group PLC. Discretionary share Cash salary Deferred share Total salary remuneration Taxable Benefits Pension Dividend Total (US$)1 salary (US$)2 (US$) (US$)3 (US$)4 benefits5 equivalents6 (US$) 2018 295,000 1,483,800 1,778,800 1,349,985 2,584 1,906 6,278 3,139,552 Notes: 1.Expressed in US Dollars but paid in British Pounds and Lari, as applicable, converted into the respective currency as at the date of payment. Accordingly, there may be variations in the numbers above and those provided in the accounts. 2.Deferred share salary. The figures show the value of the BOGG shares underlying nil-cost options granted in respect of 2018. For 2018, the award was 60,000 BOGG shares. A new service agreement with Mr Kiknavelidze came into effect upon listing on 21 May 2018, but such price is calculated from date of Demerger on 29 May 2018 (given the change in share price upon Demerger). For 2018, the value of the deferred share salary payable is calculated as follows: the share price used is at the date of Demerger, being US$ 24.731 per share (the official share price of GBP 18.638 per share converted into US Dollars using an exchange rate of 1.3269 being the official exchange rate published by the Bank of England on the same date). Under the current deferred share programme, the option awards in respect of deferred share salary are formally granted at the beginning of the year following the year to which the award relates (the “work year”) even though the number of deferred salary shares is fixed in the contract. The terms and conditions applying to deferred share salary follow the model of the BGEO Group PLC Policy available in the BGEO Group Annual Report 2017’s Directors’ Remuneration Report at https://bankofgeorgiagroup.com/reports/annual. 3.Discretionary deferred share remuneration. The figures show the value of BOGG shares underlying nil-cost options granted in respect of bonus awards in the relevant year. For 2018, options were awarded over 68,000 BOGG shares. The discretionary remuneration in respect of 2018 is deferred and vests over three years in equal amounts in each of the second, third and fourth years following the work year. The value was calculated by reference to the closing share price on 22 January 2019 (the day of the meeting at which the award was determined) which was US$ 19.853 (based on the official share price of GBP 15.322 per share converted into Dollars using an exchange rate of 1.2957, being the official exchange rate published by the Bank of England on the same date). The 2018 awards are subject to the leaver provisions described in the BGEO Group Policy as referenced in 2. above. The means of determining the number of shares underlying this remuneration and the terms and conditions are described in the BGEO Group Policy as referenced in 2. above. The basis for determining Mr Kiknavelidze’s 2018 discretionary award is described on the next two pages. 4.Benefits. The figures show the gross taxable value of health, life and personal accident insurance. 5.Pensions. The figures show the aggregate employer contributions for the relevant years into the Group’s defined contribution pension scheme. Under the Group’s defined contribution pension scheme, normal retirement age is 65. 6.Dividend equivalents. The figure shows the dividend value paid in respect of nil-cost options exercised in the relevant year. 7.Mr Kiknavelidze was reimbursed for reasonable business expenses, on provision of valid receipts. 8.No money or other assets are received or receivable by Mr Kiknavelidze in respect of a period of more than one financial year, where final vesting is determined by reference to achievement of performance measures or targets relating to the relevant period. The following table sets out details of total remuneration for the Chief Executive Officer, Mr Kiknavelidze, for the year ended 31 December 2018 and his discretionary compensation as a percentage of maximum opportunity. As the Company listed during 2018, there is no prior year comparator which can be shown. 2018 Single total figure of remuneration (US$) 3,139,552 Discretionary compensation as a percentage of maximum opportunity (%) 90.8% Note: Maximum opportunity is 100% of total salary (cash salary and deferred share salary) as set out in the section below. Basis for determining Mr Kiknavelidze’s discretionary deferred share remuneration in respect of 2018 Mr Kiknavelidze’s KPIs included both objective and non-tangible components. The objective elements largely track the Group’s KPIs as he is expected to deliver on the Group’s strategy, but the KPIs also include non-tangible factors such as strategy development and implementation, as well as corporate and social responsibility. The Remuneration Committee exercised its discretion when awarding discretionary share remuneration. The following table sets out the objective KPIs set for the CEO of the Bank ahead of the Demerger as well as Mr Kiknavelidze’s performance against them. 142 Annual Report 2018Bank of Georgia Group PLC