Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information Total Shareholder Return Bank of Georgia Group PLC TSR vs. The FTSE indices TSR The following graph compares the Total Shareholder Return (TSR) of Bank of Georgia Group PLC with the companies comprising the FTSE 250 Index for the period since BOGG’s listing on the Premium Segment of the LSE on 21 May 2018 until 31 December 2018. 450 400 350 300 250 200 May Jun Jul Aug Sep Oct Nov Dec 2018 2018 2018 2018 2018 2018 2018 2018 Source: Thomson Reuters Datastream. Bank of Georgia FTSE 250 Source: Thompson Reuters Datastream. Relative importance of spend on pay The following table shows the Company’s actual spend on pay for all employees. Years ended 31 December 2018 (US$) Remuneration paid to all employees of the Group1 100,677,034 Distributions to shareholders by way of dividends 45,654,562 Note: 1. Includes BGEO Group PLC pre-demerger and BOGG Group PLC post-demerger. Directors’ interests in shares (audited) The following table sets forth the respective holdings of the Company’s shares of each Director as at 31 December 2018. Number of vested but Number of unvested and unexercised BOGG shares unexercised BOGG shares held under option through held under option through deferred share salary and deferred share salary and discretionary deferred discretionary deferred share compensation (all share compensation (all Number of BOGG nil-cost options with no nil-cost options with no Total number of shares held directly performance conditions) performance conditions) interests in BOGG shares Neil Janin1 39,880 N/A N/A 39,880 Alasdair Breach2 24,000 N/A N/A 24,000 Tamaz Georgadze 5,000 N/A N/A 5,000 Kaha Kiknavelidze3 45,869 84,501 130,370 – Hanna Loikkanen 800 N/A N/A 800 Véronique McCarroll – N/A N/A – Jonathan Muir – N/A N/A – Cecil Quillen – N/A N/A – Andreas Wolf – N/A N/A – Notes: 1.At 2018 year-end, NeilCo Ltd, a company wholly owned by Mr Janin, also held 7,000 BOGG shares. 2.At 2018 year-end, Gemstock Fund, which Mr Breach manages, also held 20,000 BOGG shares. This is not included in the table above. 3.In March 2018 Mr Kiknavelidze exercised 5,665 BGEO Group PLC shares, of which 1,133 were withheld to satisfy tax liabilities. The market price of BGEO Group plc shares as at the exercise date was 47.702 US Dollar (the official share price of GBP 34.360 per share converted into US Dollar using an exchange rate of 1.3883). In June 2018 Mr Kiknavelidze exercised 84,500 Georgia Capital PLC shares, of which 16,900 were withheld to satisfy tax liabilities. The market price of Georgia Capital plc shares as at the exercise date was 14.901 US Dollar (the official share price of GBP 11.124 per share converted into US Dollar using an exchange rate of 1.3395). 4.In January 2019, Mr Kiknavelidze was granted 68,000 nil cost options in respect of discretionary deferred salary shares and 60,000 nil cost options in respect of deferred salary shares for the 2018 work year pursuant to the executive equity compensation plan. This is not included in the table above, which is as at 31 December 2018. Annual Report 2018Bank of Georgia Group PLC 145