2018 Annual Report G Georgian Railway A Message from the Chairman Chairman of Supervisory Board Konstantine Guntsadze I am proud to present the Annual Report for 2018, on the seventh year in which I have had the privilege of being tasked with chairing the board of one of Georgia’s most strategically important companies. JSC Georgian Railway plays a significant role in the country’s economy and in maintaining strong economic relations between Georgia and its partner countries in the Caucasus and the Central Asia region. In the past three years, the Group has faced some difficulties in terms of its financial results due to downturns in cargo volumes, but it nevertheless maintains reasonable liquidity levels. The Management, along with its highly competent and dedicated team of about 13,000 people, is working hard in many areas to overcome the latest challenges. I believe that the development of infrastructure in the region through projects like the Baku-Tbilisi-Kars railway, Anaklia Deep-Sea Port and Shah Deniz gas field will have positive effects on the transported volumes by the Group and thus improve its operating results in the coming years ahead. 2 A Message from the General Director General Director David Peradze I was appointed as the General Director of JSC Georgian Railway in late 2017. Firstly, let me say that this is a great pleasure for me to lead one of the most successful companies in Georgia. Positive effects have been achieved in various areas of the Group’s activities. Specifically in 2013, Georgian Railway entered the freight forwarding business resulting in additional value for the company. In 2015, the Group revived the Silk Road leading to the first Chinese train to arrive in Georgia. Meanwhile, the Group also attained an international certificate of quality management (ISO 9001:2008). In 2016 and 2017, Georgian Railway purchased four new passenger trains for its passenger transportation unit from a Swiss manufacturer, increasing the number of customers of the Company and passenger kilometers by 17 percent in 2017, compared to 2016 and by 6 percent in 2018, compared to 2017. External factors, as mentioned above, resulted in decreases of cargo volumes, which made 2018 a very challenging year for the Group. Despite these setbacks, the Group has maintained solid financial figures. Its EBITDA margin and adjusted EBITDA margin are still on significant levels at 41 percent and 37 percent, respectively. We are continuing to invest in infrastructure development through the Modernization Project, which will guarantee more value and efficiency for the Group, TRACECA and the region as a whole. 3 The Group is one of the main contributors to the Georgian economy. Its revenue contributed 1.0 percent to the country’s GDP in 2018. Successful years lie ahead for the country as a whole as the International Monetary Fund expects the country’s GDP to increase stably. I believe Georgian Railway will contribute significantly to the economy of the country. The Government of Georgia has a strong track record of supporting the Company and I believe that this will continue in the coming years. I look forward to confronting all the challenges of the Company during the coming years. Numerous regional projects promise to enhance the rail transportation profile in the medium and long term. The Company aims to develop by improving its efficiency in utilizing its available resources. This would be difficult to achieve without Georgian Railway’s competent human capital. As such, I am confident that the Company’s staff is capable of handling every challenge successfully. 4 Supervisory Board Members Konstantine Guntsadze Chairman of Supervisory Board | since 2012 Main field of competence | Jurisprudence Michael Gogishvili Deputy Chairman of Supervisory Board; member of Audit and Nomination Committee | since 2010 Main field of competence | Jurisprudence Shota Etsadashvili Supervisory Board member | since 2018 Main field of competence | Finance Oleg Bichiashvili Supervisory Board member | since 2012 Main field of competence | Logistics Guram Gabunia Supervisory Board member; member of Remuneration and Nomination Committees | since 2012 Main field of competence | Audit/Risk management Clifford Stanley Isaak Chairman of Audit Committee | since 2011 Main field of competence | Finance Management Board Members David Peradze Chief Executive Officer | since 2017 Irakli Titvinidze Chief Financial Officer | since 2013 Guram Guramishvili Freight SBU Director | since 2017 Dachi Tsaguria Passenger SBU Director | since 2018 Vasil Khorava Infrastructure SBU Director | since 2015 5 Forward-looking Statements This report contains certain forward-looking statements with respect to the business, financial conditions and results of the operations of the Group and certain plans, intentions, expectations, assumptions, goals and beliefs of the Group in this regard. These statements include matters that are not factual and generally, but not always, may be identified by the use of words or expressions such as “believes”, “expects”, “are expected to”, “anticipates”, “intends”, “estimates”, “should”, “will”, “will continue”, “may”, “is likely to”, or “plans” among others. The forward-looking statements in this report are based upon various assumptions, many of which are based upon further assumptions, including, without limitation, the Management’s examination of historical operating trends, data contained in the Group’s records and other data available from third parties. Although the Group believes that these assumptions were reasonable when made, they are subject to significant uncertainties and contingencies, which are difficult or impossible to predict and which are beyond the Group’s control. Accordingly, the Group may not actually achieve such expectations, beliefs or projections. When reading forward-looking statements, the reader should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which the Group operates. Such forward-looking statements are valid only on the date on which they are made. Neither the Group nor any of its agents, employees or advisers intend, or have any obligation, to supplement, amend, update or revise any of the forward-looking statements given in this report. The reader should be aware that forward-looking statements are not guarantees of future performance and that the Group’s actual business, financial conditions and results of operations and prospects, as well as the development of the industry in which it operates, may differ significantly from what is stated in the forward-looking statements given in this report. In addition, even if the Group’s business, financial conditions and results of operations and prospects, as well as the development of the industry in which it operates, are consistent with the forward-looking statements given in this report, those results or developments may not necessarily be indicative of results or developments in subsequent periods. The facts contained in this report refer to the period under review. The Group does not undertake any obligation to update any fact or forward-looking statement to reflect events or circumstances that may occur after the period under review. Assumptions EBITDA is calculated by adding back depreciation and amortization as well as impairment loss to the results from operating activities. Adjusted EBITDA is adjusted for significant non-cash and one-off items. Financial result variances at constant currency are obtained by converting the comparable period of the current-year results denominated into Georgian Lari at the average foreign exchange rates for the prior period. 6 Financial and non-Financial Highlights For the year (in GEL '000) 2018 2017 2016 Revenues 424,614 434,534 439,922 EBITDA 172,322 211,851 281,755 Adjusted EBITDA 156,846 181,425 195,149 EBIT 58,518 102,148 175,488 Net loss/income -716,539 -354,100 65,126 Cash provided by operating activities 179,040 176,232 187,411 Acquisition of Property, plant and equipment (PPE) 104,694 165,265 200,274 At year end (in GEL '000) Total assets 2,264,012 2,862,237 3,225,683 Total liabilities 1,734,796 1,617,389 1,626,407 Total equity 529,216 1,244,848 1,599,276 Financial ratios Revenue growth -2.28 % -1.22% -23.46% EBITDA margin 40.6% 48.75% 64.05% Adjusted EBITDA margin 36.94% 41.75% 44.36% Operating ratio 89.94% 85.46% 82.71% Dividend payout ratio 0% 0% 0% Interest coverage ratio 0.62 0.99 1.91 Net debt/EBITDA 6.19 4.87 3.48 Debt/Equity 3.28 1.3 1.0 Statistical data (in ‘000) Tons 10,005 10,673 11,882 Ton-km 2,571,108 2,929,793 3,390,880 Number of passengers 2,851 2,684 2,463 Passenger-km 633,613 596,727 508,586 Average number of employees 13 13 13 Key operating measures Total freight revenue per ton-km (in Tetri) 14.1 13.2 11.7 Passenger revenue per passenger-km (in Tetri) 4.3 3.8 3.5 Revenue per average number of employees (in GEL '000) 33.54 33.91 33.98 Operating expenses per ton-km (in GEL) 0.15 0.13 0.11 Ton-km per average number of Freight SBU employees in '000 466.54 524.44 606.92 Passenger -km per average number of Passenger SBU employees in '000 508.52 461.15 366.42 Safety indicators Accident rate per million ton-km 0 0.04 0.02 Injury per '000 number of average employees 0 0 5.72 Death per '000 number of average employees 0 0 0.54 Credit Ratings by the End of 2018 First issued LT Outlook ST Last updated LT Outlook ST Standard & Poor's 2010 B+ Stable B 2018 B+ Stable B Fitch Ratings 2010 B+ Stable B 2018 B+ Positive B 7 Table of Contents Overview of the Group Management Discussion and Analyses 1.