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About Us Bank of Georgia Group PLC Bank of Georgia Group PLC (“Bank of Georgia Group”, the “Group”, or “BOGG” and on the LSE: BGEO LN) is a UK incorporated holding company, the present parent company of BGEO Group PLC. The Group combined a Banking Business and an Investment Business prior to the Group Demerger on 29 May 2018, which resulted in the Investment Business’ separation from the Group effective from 29 May 2018 (see details on the Group Demerger in the 2018 Annual Report). Throughout this Annual Report the discussion is focused on the Banking Business results, which represents the continuous business of the Group since the demerger. The Group comprises: a) retail banking and payment services; and b) corporate and investment banking and wealth management operations in Georgia; and c) banking operations in Belarus (“BNB”). JSC Bank of Georgia (“Bank of Georgia”, “BOG”, or the “Bank”), the leading universal bank in Georgia, is the core entity of the Group. The Group targets to benefit from superior growth of the Georgian economy through both its Retail Banking and Corporate and Investment Banking services, and aims to deliver on its strategy, which is based on at least 20% Return on Average Equity (ROAE) and c.15% ANNUAL growth of its loan book. See page 24 for our business model and strategy. Find the digital version of this report on our corporate website at: REPORT www.bankofgeorgiagroup.com 2019 Annual Report 2019 Bank of Georgia Group PLC 01 Contents Strategic Report 01-113 Governance 114-167 Overview Directors’ Governance Statement 115 Financial Highlights 04 Board of Directors 124 Operating Highlights 05 Management Team 128 At a Glance 06 Nomination Committee Report 132 Chairman’s Statement 10 Audit Committee Report 137 Chief Executive Officer’s Statement 12 Risk Committee Report 143 Directors’ Remuneration Report 146 Statement of Directors’ Responsibilities 162 Strategy Directors’ Report 163 Market and Industry Overview 14 Our Team and Mission 20 Business Model and Strategy 24 Delivering on Our Strategy 26 Financial Statements 168-289 Retail Banking 28 Corporate and Investment Banking 38 Digital Banking Experience 42 Independent Auditor’s Report 169 Solutions-based Banking – Digital Ecosystem 45 Consolidated Statement of Financial Position 179 Customer Experience Management with Medallia 47 Consolidated Income Statement 180 Efficiency in Processes 48 Consolidated Statement of Comprehensive Income 182 Superior Access to Funding 52 Consolidated Statement of Changes in Equity 183 Key Performance Indicators 54 Consolidated Statement of Cash Flows 185 Risk Management 58 Separate Statement of Financial Position 187 Principal Risks and Uncertainties 72 Separate Statement of Changes in Equity 188 Going Concern and Viability Statements 80 Separate Statement of Cash Flows 189 Resources and Responsibilities 82 Notes to Consolidated Financial Statements 190 Performance Overview of Financial Results 98 Additional Information 290-295 Abbreviations 291 References 293 Glossary 294 Shareholder Information 295 02 Annual Report 2019 Bank of Georgia Group PLC Annual Report 2019 Bank of Georgia Group PLC 03 Financial Highlights Operating Highlights Continued strong momentum reflected in 2019 financial results in the new base year, 2019 operating highlights reflect the expanding footprint of our Banking Business in Georgia on the back of the significant changes in the regulatory environment Strategic Report | Overview Report Strategic Operating income Cost of credit (GEL million) Banking Business risk ratio Banking Business Number of Retail Banking clients Banking branches 2017 909.3 2017 2.2% 2018 1,030.0 2018 1.6% 1,110.3 2019 1,110.3 0.9% 2019 0.9% 2.5 MLN 272 +7.8% y-o-y -70 bps y-o-y +4.1% (over 2018) -4 (over 2018) Strategic Report | Strategy Report Strategic Cost to Cost to income income ratio (adjusted)* Banking Business ratio (reported) Banking Business Number of cards Express Pay terminals 2017 37.7% 2017 37.7% 2018 36.7% 2018 36.7% 37.8% 2019 37.8% 38.9% 2019 38.9% 2.1 MLN 3,217 +110 bps y-o-y +220 bps y-o-y -1.5% (over 2018) +102 (over 2018) Strategic Report | Performance Report Strategic Profit adjusted for one-offs** Profit (GEL million) Banking Business (reported) Banking Business POS terminals ATMs 2017 369.5 2017 369.5 2018 435.0 2018 378.6 514.2 2019 514.2 500.0 2019 500.0 21,869 933 +18.2% y-o-y +32.0% y-o-y +4,999 (over 2018) +57 (over 2018) Return on average Return on average Transactions through Governance equity (ROAE) (adjusted)** Banking Business equity (ROAE) (reported) Banking Business Number of mBank transactions digital channels (%) 2017 25.2% 2017 25.2% 2018 26.4% 2018 22.9% 26.1% 2019 26.1% 25.4% 2019 25.4% 35.9 MLN 93.2% -30 bps y-o-y +250 bps y-o-y +129.2% (over 2018) +1.1 ppts (over 2018) Financial Statements Financial Net loans*** Client deposits (GEL million) Banking Business (GEL million) Banking Business 2017 7,741.4 2017 7,078.1 2018 9,397.7 2018 8,133.9 11,931.3 2019 11,931.3 10,076.7 2019 10,076.7 +27.0% y-o-y +23.9% y-o-y Basic earnings per share Tier 1 capital adequacy ratio Information Additional (GEL) Banking Business (NBG, Basel III) Bank of Georgia 2017 9.63 2017 12.4% 2018 8.72 2018 12.2% 10.45 2019 10.45 13.6% 2019 13.6% +19.8% y-o-y +140 bps y-o-y * The 2019 cost to income ratio adjusted for GEL 12.4mln one-off employee costs (gross of income tax) related to termination benefits of the former executive management. ** The 2019 income statement adjusted profit excludes GEL 14.2mln one-off employee costs (net of income tax) related to former CEO and executive management termination benefits. The amount comprises GEL 12.4mln (gross of income tax) excluded from salaries and other employee benefits and GEL 4.0mln (gross of income tax) excluded from non-recurring items. The 2018 income statement adjusted profit excludes GEL 3.9mln one-off employee costs (net-off income tax) related to the former CEO termination benefits, and 52.5mln demerger-related expenses (net of income tax) and one-off impact of re-measurement of deferred tax balances. 2019 and 2018 ROAE have been adjusted accordingly. *** Throughout the Strategic Report, the gross loans to customers and respective allowance for impairment are presented net of expected credit loss (ECL) on contractually accrued interest income. These do not have an effect on the net loans to customers balance. Management believes that netted-off balances provide the best representation of the Group’s loan portfolio position. 04 Annual Report 2019 Bank of Georgia Group PLC Annual Report 2019 Bank of Georgia Group PLC 05 Retail Banking Strategic Report | Overview Report Strategic Client-centric and solutions- based multi-brand strategy for more than 2.5 million clients We are the leading retail banking player in Georgia, serving more | Strategy Report Strategic than 2.5 million customers through the widest network of 267 retail branches, 933 ATMs and 3,217 Express Pay (self-service) terminals, a sales force of more than 3,200 people, along with our diverse products and services. Our Retail Banking business (RB), the prominent component of our business, runs a client-centric | Performance Report Strategic and solutions-based increasingly digital multi-brand strategy, which reaches the entire spectrum of retail customers through three well- established and recognised brands: Express designed to service emerging retail customers with minimal incremental Governance operational costs through cost- efficient distance channels, such as our Express Pay terminals, internet and mobile banking, and technology- intensive Express branches. Bank of Georgia providing long-established traditional Gross loan book banking services to our mass (GEL billion) Market share* Statements Financial retail clients. SOLO targeting mass affluent customers 7.5 38.8% and providing a unique blend of +18.0% y-o-y banking and lifestyle products and services. Client deposits (GEL billion) Market share* Information Additional MSME Bank of Georgia serves micro, small and medium size enterprises (MSME) At a through two respectively dedicated 5.7 40.3% segments under the Retail Banking +31.7% y-o-y business. By the end of 2019, our MSME client base grew * Market shares by loans and by deposits to individuals, respectively, based on standalone accounts of the banks published by the National Bank of Georgia as at 31 December 2019. Glance to 220,603 customers. 06 Annual Report 2019 Bank of Georgia Group PLC Annual Report 2019 Bank of Georgia Group PLC 07 Corporate and Wealth Investment Banking Management Strategic Report | Overview Report Strategic Integrated solutions for our Corporate and Investment Banking (CIB) clients We are an established leader of investment management services in Georgia The Bank is a leading corporate serves regional and international Dutch entrepreneurial development Group AUM lender in the country with deep markets, including hard-to-reach bank (FMO) and Black Sea Trade and (GEL billion) sector knowledge and local expertise. frontier economies. Our macro and Development Bank (BSTDB). Galt & Our corporate banking business sectoral research currently covers Taggart was a co-manager of Bank of is characterised by outstanding various sectors of the Georgian Georgia’s inaugural US$ 100 million flexibility in meeting our corporate economy and developments taking international Additional Tier 1 (AT1) 2.6 | Strategy Report Strategic clients’ needs and offers one of place in regional economies. Galt & bond issuance in 2019. +13.0% y-o-y the most comprehensive range of Taggart also publishes an extensive products and services in the country. quarterly report on macroeconomic In corporate advisory services, Number of customers We are proud to accommodate developments in the Georgian Galt & Taggart is a leading advisor c.2,700 businesses in Georgia and play economy (subscribe to the research in Mergers and Acquisitions (M&A) our part in developing various sectors at www.galtandtaggart.com).