Georgian Leasing Company”

Limited Liability Company “Georgian Leasing Company” (ID number 204972155) Bond Issue Prospectus Up to 12,000,000 (twelve million) US Dollars and up to 3,000,000 (three million) Euros bonds with a fixed interest rate (respectively up to 12,000 and up to 3,000 units). The Bonds mature after 24 months from the date of their issue. The issuer has option to redeem the bonds in full or in part on any "redemption date". (For details, please see the 8th subsection of the “Bond Issuance Terms” of the “Bonds Cashing and Redemption”). Nominal value per bond at issue: USD Bonds - $ 1,000; Euro bonds - 1,000 EUR. Price on issue: 100% of the face value (one hundred percent). Interest on bonds will be paid semi-anually. The interest rate is defined in the "Term Sheet". Bonds are an unsecured and non-subordinated liability of the Company. Georgian Leasing Company Ltd (after referred to as the Company) is responsible for this prospectus and on the information provided. According to the information available to the company (which The Company has made every reasonable effort to confirm the accuracy of) the data in the prospectus is based on facts and no such information is omitted, which could have a significant impact on the veracity and completeness of the information. However, this prospectus contains all the essential facts known to the company and did not skip information that would affect the content of the prospectus. The approval of the prospectus by the National Bank of Georgia concerns the form of the prospectus and it cannot be considered as a conclusion on the correctness of its content or the value of the investments described here. Persons responsible for preparing the document Eldar Akhvlediani - General Director of Georgian Leasing Company Ltd. Zurab Kokosadze - Chairman of the Supervisory Board of Georgian Leasing Company Ltd Giorgi Jgharkava - Deputy General Director of Georgian Leasing Company Ltd 1 Important information for investors: Before proceeding to read this document, a potential investor should first read condition discussed below. The condition refers to the attached prospectus (hereinafter referred to as the "prospectus") and therefore the potential investor should first read it carefully. By reading and using the prospectus (including for investment purposes), the investor agrees to comply to the following terms (including changes to them from time to time). In the event that an investor is provided with a prospectus in the form of an email, he or she agrees that the e-mail (with the prospectus attached to it) is confidential and provided for the addressee only. Accordingly, the investor agrees not to send to any other person either will provide the electronic message and / or the electronic version of this prospectus and will not make it public. Authority responsible for approving the prospectus: National Bank of Georgia - Address: Sanapiro Street 2, 0114, Tbilisi, Georgia. Tel: 2 406 406. E-mail: [email protected]. Website:www.nbg.gov.ge. Restriction of responsibility: The approval of the prospectus by the National Bank of Georgia concerns the form of the prospectus and it cannot be considered as a conclusion on the correctness of its content or the value of the investments described here. In addition, except in cases that may be explicitly considered relevant by law, no person other than the issuer, including the placement agent, settlement and paying agent, registrar, other advisers to the company or any person related to them, or any of their directors, advisors or the agent is not responsible for the content of this prospectus, the veracity or completeness of the information contained therein; or any statements made by them or on their behalf about the company, or the issuance and offering of securities specified in this prospectus. Accordingly, the placement agent and the company advisors assume no legal or otherwise responsibility in connection with this prospectus or any other statement made by them. For the purposes of this offer, the placement agent acts exclusively for the issuer, they do not represent any other person in connection with the offer and do not consider any other person (regardless of whether such person has received this prospectus) in connection with their offer to their client. Consequently,, they are not obligated to provide any services or advice to anyone other than the Company or in connection with any of the transactions or transactions specified in this document.This prospectus is not and will not be used for the purpose of making an offer in any jurisdiction where such action is not permitted, or to any person for whom such an offer is unlawful. No action shall be taken in any of the jurisdictions (except Georgia) to obtain permission to offer the bonds specified in this prospectus or to distribute the prospectus (or other bond-related supply materials). Investor Confirmation: The prospectus is provided to the investor upon his / her request, provided that he / she confirms the relevant placement agent to JSC Galt & Taggart; (S / N 211359206), Address: Georgia, Tbilisi 0105, 3 Pushkini Street, Tel: (995 32) 2444-132 (995 32) 24401-111; E-mail: [email protected] (hereinafter referred to as "Placement Agent") and Georgian Leasing Company Ltd. (hereinafter referred to as the "Company" or "Issuer") that the investor (i) is outside the United States and is not a US citizen (As defined in the US Securities Act 1933) and (ii) is outside the United Kingdom and the European Economic Area, and And (iii) is a person to whom this prospectus may be lawfully provided under the laws of the jurisdiction in which it is situated. If this Prospectus is provided to the Investor electronically, the Company, the Placement Agent and / or any affiliate 2 thereof shall not be responsible for any discrepancies between the Prospectus Versions distributed electronically and in print and / or against computer program viruses or other harmful elements. Protection that may be caused by a change in the process of sending documents by electronic documents. By accessing the prospectus, the investor agrees to accept it electronically. For the avoidance of doubt, the prospectus published / made public by the company (which is identical to the one approved by the National Bank of Georgia) is preferred. There has been no substantial (material) change from the submission of the prospectus until its approval, and if something like mentioned above changes from the submission until its approval, it will be updated accordingly. The prospectus is available in hard copy upon contact with the placement agent. Restriction: If a person has gained access to this document despite the above condtitions and restrictions and without consideration, he is not entitled to purchase any of the securities specified in this prospectus. 3 Table of Contents Table of Contents ................................................................................................................................................................ 4 General Overview of Prospect ............................................................................................................................................ 5 Introduction: ........................................................................................................................................................... 5 Brief information on the risks of the issuer's activities ......................................................................................... 17 Risks of the industry and economics ..................................................................................................................... 31 Risks related to the bonds ..................................................................................................................................... 40 USE OF PROCEEDS ......................................................................................................................................................... 43 Registration document .................................................................................................................................................... 44 People Responsible for the Preparation of the Document ................................................................................ 44 Primary activity .................................................................................................................................................... 46 Primary markets .................................................................................................................................................. 53 Important milestones of the Company ............................................................................................................... 59 Future strategy and goals .................................................................................................................................... 60 Regulatory Framework ........................................................................................................................................ 65 Managing body and management ....................................................................................................................... 85 Statement of Financial Positions ......................................................................................................................... 90 Statement of Profit or Loss .................................................................................................................................

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