Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information Code of Conduct and ethics Issue of US$ 100 million Additional Tier 1 Capital Notes The Board has adopted a Code of Conduct relating to On 21 March 2019 JSC Bank of Georgia successfully priced the lawful and ethical conduct of the business, supported inaugural US$ 100 million 11.125% offering of Additional by the Group core values. The Code of Conduct has been Tier 1 Capital Perpetual Subordinated Notes callable after communicated to all Directors and employees, all of whom 5.25 years and on every subsequent interest payment are expected to observe high standards of integrity and date, subject to prior consent of the National Bank of fair dealing in relation to customers, staff and regulators Georgia (the “Notes”). in the communities in which the Group operates. Our Code of Conduct is available on our website: Please also see page 283, Note 32 regarding Events After https://bankofgeorgiagroup.com/storage/documents/ the Reporting Period in the Financial Statements. Code of Conduct and Ethics.pdf. Statement of disclosure of information Independent auditor to the auditor A resolution to appoint Ernst & Young LLP as auditor We confirm that, so far as we are aware, there is no of Bank of Georgia Group PLC will be put to shareholders relevant audit information of which the Bank of Georgia at the upcoming AGM. Group’s auditor is unaware and we have taken all steps that we reasonably believe should be taken as Directors Major interests in shares in order to make ourselves aware of any relevant audit The table below lists shareholders with voting rights of information and to establish that the Bank of Georgia more than 3% as of 31 December 2018. Group’s statutory auditor is aware of such information. As of 31 December 2018 Information to be disclosed in accordance Number of % of Shareholder voting rights voting rights with the Listing Rule 9.8.4R JSC Georgia Capital 9,784,716 19.90 The following information required to be disclosed in terms of Harding Loevner LP 2,291,249 4.66 Listing Rule 9.8.4R is not applicable unless stated otherwise: • the amount of interest capitalised during the period JP Morgan Asset Management 1,481,494 3.01 under review and details of any related tax relief; Source: Georgeson, Computershare. • information in relation to the publication of unaudited financial information; The table below shows the changes in voting rights • any arrangements under which a Director has which have been notified to the Company for the period waived emoluments, or agreed to waive any future 1 January 2019 up to and including 27 March 2019: emoluments, from the Group; As of 27 March 2019 • details of any non-pre-emptive issues of equity for Number of cash by the Group: Shareholder voting rights% of voting rights - any non-pre-emptive issues of equity for cash Norges Bank 1,497,227 3.05 by the Group or by any unlisted major subsidiary Standard Life Aberdeen PLC 2,466,293 5.02 undertaking; - parent participation in a placing by a listed subsidiary; It should be noted that these holdings are likely to have any contract of significance in which a Director - changed since the Company was notified. However, of Bank of Georgia Group is or was materially notification of any change is not required until the next interested; notifiable threshold is crossed. The respective regulatory any waiver of dividends by a shareholder; and - filings by shareholders are available on the BOGG website: • details of any long-term incentive schemes. https://www.bankofgeorgiagroup.com/news/regulatory and the London Stock Exchange website: https://www. The Directors’ Report on pages 150 to 153 was approved londonstockexchange.com/home/homepage.htm. by the Board of Directors on 27 March 2019 and signed on its behalf: Post balance sheet events As detailed elsewhere in this report, Mr Gachechiladze was By order of the Board appointed as Chief Executive Officer of Bank of Georgia Group on 28 January 2019. The process underpinning his Link Company Matters Limited selection and appointment is detailed in the Nomination Group Company Secretary Committee Report. 27 March 2019 Annual Report 2018Bank of Georgia Group PLC 153