Directors’ Report The Directors present their Annual Report and the audited consolidated financial statements for the year ended 31 December 2018. Strategic Report Share capital and rights attaching The Strategic Report on pages 1 to 101 was approved by to the shares the Board of Directors on 27 March 2019 and signed on its Details of the movements in share capital during the behalf by Archil Gachechiladze. year are provided in Note 20 to the consolidated financial statements on pages 244 to 245 of this Annual Report. Management Report This Directors’ Report together with the Strategic Report As at the date of this Annual Report there was a single on pages 1 to 101 form the Management Report for the class of 49,169,428 ordinary shares of one pence each basis of DTR 4.1.5 R. in issue, each with one vote. The rights and obligations attaching to the Bank of Georgia Group’s ordinary shares Information contained elsewhere in the are set out in its Articles of Association. Holders of Annual Report ordinary shares are entitled, subject to any applicable Information required to be included in this Directors’ law and the Company’s Articles of Association, to: Report can be found elsewhere in the Annual Report as • have shareholder documents made available to them indicated in the table below and is incorporated into this including notice of any general meeting; report by reference: • attend, speak and exercise voting rights at general meetings, either in person or by proxy; and Information Location in Annual Report • participate in any distribution of income or capital. Future developments Pages 4 to 101 Going concern statement Page 68 As disclosed in the Company’s prospectus dated 26 March 2018 (“Prospectus”), for such time as JSC Georgia Capital Viability statement Page 68 (or its concert parties) holding in the Company is greater Risk management Pages 48 to 59 than 9.99% of the voting rights exercisable at a general Principal risks and uncertainties Pages 60 to 67 meeting, JSC Georgia Capital will exercise its voting rights at general meetings of the Company in accordance Directors’ Governance Statement Page 102 with the votes cast by all other Company shareholders The Board of Directors Pages 111 to 114 other than for an “Excluded Resolution”, as such term Nomination Committee Report Pages 117 to 120 is defined in the Articles of Association. This is known as the proportional voting mechanism which operates, Audit Committee Report Pages 121 to 125 in accordance with the terms in the Company’s Articles Risk Committee Report Pages 126 to 128 of Association, as follows: Greenhouse gas emissions Pages 73 to 74 • on a resolution proposed to a general meeting, all shareholders of the Company (other than JSC Employee matters Pages 80 to 83 Georgia Capital and its concert parties) will be entitled Environmental matters Pages 71 to 74 to vote their shares at their discretion on a poll vote Share capital Note 20 pages (each an “Initial Vote”); and 244 and 245 • following the closing of the Initial Vote(s), the poll will as soon as possible thereafter reopen for the sole Information on the Group’s financial Note 27 pages purpose of enabling the shares held by JSC Georgia risk management objectives and 254 to 269 Capital (or its concert parties) to be voted in each case policies, and its exposure to credit proportionally (calculated to two decimal places) in risk, foreign currency risk and financial accordance with the votes cast on each resolution on instruments an Initial Vote (the “Proportional Voting Mechanism”). Irrespective of the percentage of shares voted on any Articles of Association Initial Vote, all shares held by JSC Georgia Capital (or The Articles of Association of the Bank of the Georgia its concert parties) will be voted in accordance with the Group PLC (“the Company” or “Bank of Georgia Group Proportional Voting Mechanism. As at 27 March 2019, PLC”) may only be amended by a special resolution at a JSC Georgia Capital held 9,784,716 Company shares. general meeting of the shareholders. The process for the As set out in the Prospectus, the number of shares held appointment and removal of Directors is included in our by JSC Georgia Capital impacts the Effective Rule 9 Articles of Association. The Bank of Georgia Group Articles Threshold applicable to the Company. As at 27 March of Association are available on the BOGG website: 2019 the number of shares required to reach the effective https://bankofgeorgiagroup.com/storage/documents/ rule 9 threshold is 11,815,413, representing 24.03% of Articles of Association.pdf. the Company’s total issued share capital. 150 Annual Report 2018Bank of Georgia Group PLC