Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information The Bank of Georgia Group PLC is permitted to make Save as disclosed above for proportional voting, none market purchases of its own shares provided it is duly of the ordinary shares carry any special rights with regard authorised by its members in a general meeting and to control of Bank of Georgia Group PLC. subject to and in accordance with section 701 of the Companies Act 2006. Authority was given by conditional There are no restrictions on transfers of shares other than: special resolution at a general meeting of the Company on • certain restrictions which may from time to time be 26 March 2018 for the Group to purchase up to 4,916,943 imposed by laws or regulations such as those relating shares (approximately 10%) of the Group’s shares up to to insider dealing or pursuant to the Company’s Inside a maximum price for each share being the higher of (i) Information Disclosure Policy; 105% of the average of the middle-market price of an • pursuant to the Company’s Securities Dealing Policy and ordinary share as derived from the London Stock Exchange Code, whereby the Directors and designated employees Daily Official List for the five business days immediately require approval to deal in Bank of Georgia Group PLC’s preceding the day on which such ordinary share is shares or cannot deal at certain times; and contracted to be purchased; and (ii) an amount equal • where a person with an interest in the Company’s shares to the higher of the price of the last independent trade has been served with a disclosure notice and of shares and the highest current independent purchase has failed to provide the Bank of Georgia Group PLC bid for an ordinary share as derived from the London with information concerning interests in those shares. Stock Exchange Trading System at the time the purchase is carried out. This authority will expire at the conclusion Bank of Georgia Group PLC is not aware of any of the Company’s AGM in 2019 or, if earlier, the close of arrangements between shareholders that may result in business on 23 June 2019. restrictions on the transfer of securities or voting rights, or the exercise of voting rights. A renewal of the authority to make market purchases will be sought from shareholders at each AGM of the Results and dividends Company. Purchases of ordinary shares will be made The Group made a profit from continued operations within guidelines established from time to time by the before taxation of GEL 437.5 million. The Group’s profit Board. Any purchase of ordinary shares would be made from continued operations after taxation for the year was only out of the available cash resources of the Company. GEL 380.9 million. The Group’s total profit after taxation ordinary shares purchased by the Company may be held (including discontinued) for the year was GEL 488.8 million. in treasury or cancelled. The Company had no Ordinary Shares held in treasury as at 27 March 2019. Bank of Georgia Group PLC may by ordinary resolution declare dividends provided that no such dividend shall At a general meeting of the Bank of Georgia Group PLC exceed the amount recommended by the Company’s on 26 March 2018, the Directors were given the power Directors. The Directors may also pay such interim a) to allot shares up to a maximum nominal amount of dividends as appear to be justified by the profits of the GBP 163,898.09 representing approximately one third Group available for distribution. of the Group’s issued share capital after the Demerger process was completed, and b) to allot equity securities In accordance with the Dividend Policy set out in the up to an aggregate nominal amount of GBP 163,898.09, Company’s prospectus dated 26 March 2018, the Company in connection with an offer by way of a rights issue: (i) will continue the dividend policy previously disclosed by to holders of shares in proportion (as nearly as may be BGEO Group PLC. Therefore, the Company’s Dividend practicable) to their existing holdings; and (ii) to holders Policy is a targeted payout of 25-40% of the Company’s of other equity securities as required by the rights of profits on an annual basis. Therefore, the Board intends to those securities or, if the Directors consider it necessary, recommend a final dividend for 2018 of GEL 2.55 per share. as permitted by the rights of those securities, such amount to be reduced by the aggregate nominal amount On 9 July 2018, Bank of Georgia Group PLC announced of shares allotted or rights to subscribe for or to convert an interim dividend of GEL 2.44 per share in respect of any securities into shares granted under paragraph (a), the period ended 30 June 2018. This was in accordance and subject to the Directors having the right to make with previous announcements that the Bank of Georgia such exclusions or other arrangements as they may deem Group PLC would recommend a payment of a dividend in necessary or expedient in relation to treasury shares, an aggregate amount of approximately GEL 120 million fractional entitlements, record dates or legal, regulatory following the Demerger. or practical problems in, or under the laws of, any territory. These authorities will expire at the conclusion of the 2019 AGM (or, if earlier, at the close of business on 23 June 2019) and approval will be sought at that meeting to renew a similar authority for a further year. Annual Report 2018Bank of Georgia Group PLC 151